20-F 1 h04315e20vf.htm 20-F 20-F
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 20-F
(Mark One)
     
o   Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
or
     
þ   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2009.
or
     
o   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                      to                     
     
o   Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Commission file number 001-
Focus Media Holding Limited
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands
(Jurisdiction of Incorporation or Organization)
Unit No.1, 20th Floor, The Centrium
60 Wyndham Street, Central, Hong Kong
(Address of Principal Executive Offices)
Contact Person: Mr. Alex Deyi Yang
Acting Chief Financial Officer
Phone: +852 3752-8009
Facsimile: +852-3583-0082
Address: Unit No.1, 20th Floor, The Centrium
60 Wyndham Street, Central, Hong Kong
*(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
     
Title of Each Class   Name of Each Exchange on Which Registered
 
Ordinary Shares, par value US$0.00005 per share   Nasdaq Global Market
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
 
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
 
(Title of Class)
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.
725,278,005 Ordinary Shares
 
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
     Yes þ No o
     If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
     Yes o No þ
     Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registration was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
     Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o     No o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
     Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP þ
     International Financial Reporting Standards as issued by the International Accounting Standards Board o
     Indicate by check mark which financial statement item the registrant has elected to follow.
     Item 17 o Item 18 þ
     If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
     Yes o No þ
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.)
     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
     Yes o No o
 
 

 


 

FOCUS MEDIA HOLDING LIMITED
FORM 20-F ANNUAL REPORT
FISCAL YEAR ENDED DECEMBER 31, 2009
Table of Contents
         
    1  
    1  
    2  
 
       
    3  
    3  
    3  
    3  
    33  
    51  
    51  
    83  
    91  
    96  
    98  
    99  
    109  
    109  
 
       
    110  
    110  
    110  
    111  
    114  
    114  
    114  
    114  
    114  
    115  
    115  
    115  
 
       
    116  
    116  
    116  
    116  
 EX-10.182
 EX-10.183
 EX-10.184
 EX-10.185
 EX-10.186
 EX-12.1
 EX-12.2
 EX-13.1
 EX-13.2
 EX-15.1
 EX-15.2
 EX-15.3
 EX-21.1

i


Table of Contents

SUPPLEMENTAL INFORMATION
          In this annual report, unless otherwise indicated:
    the terms “we,” “us,” “our company,” “our” and “Focus Media” refer to Focus Media Holding Limited, its predecessor entities and subsidiaries, and, in the context of describing our operations, also include our affiliated Chinese entities;
 
    “shares” and “ordinary shares” refer to our ordinary shares, par value $0.00005, “ADSs” refers to our American depositary shares, each of which represents five ordinary shares, and “ADRs” refers to the American depositary receipts which evidence our ADSs;
 
    “China” and “PRC” refer to the People’s Republic of China, excluding Taiwan, Hong Kong and Macau;
 
    all references to “RMB” are to the legal currency of China and all references to “U.S. dollars,” “US$,” “dollars” and “$” are to the legal currency of the United States. Any discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding;
 
    “Framedia” refers to Infoachieve Limited and its consolidated subsidiaries and affiliates, which we acquired in January 2006;
 
    “Target Media” refers to Target Media Holdings Limited and its consolidated subsidiaries and affiliates, which we acquired in February 2006;
 
    “Focus Media Wireless” refers to Dotad Media Holdings Limited, and its consolidated subsidiary and affiliate, which we acquired in March 2006 and renamed Focus Media Wireless. We terminated our mobile handset advertising business, including Focus Media Wireless, in December 2008;
 
    “Allyes” refers to Allyes Information Technology Company Limited, and its consolidated subsidiaries and affiliates, which we acquired in March 2007;
 
    “CGEN” refers to CGEN Digital Media Company Limited, and its consolidated subsidiaries and affiliates, which we acquired in January 2008 and disposed of in December 2008; and
 
    This annual report on Form 20-F includes our audited consolidated financial statements for the years ended December 31, 2007, 2008 and 2009, and as of December 31, 2008 and 2009.
BASIS OF PRESENTATION
          On September 30, 2009, we announced that we and SINA Corporation (“SINA”) jointly reached a decision to not extend the deadline of the agreement announced on December 22, 2008, by which the Company agreed to sell a substantial majority of the assets of Focus Media’s advertising networks including LCD display networks, in-store networks and poster frames networks. Accordingly, we continue to own and operate the assets that were the subject of the original purchase and sale agreement and account for those operations in our continuing operations in accordance with U.S. GAAP in our audited financial statements for all periods presented.
          As a result of regulatory and market changes in 2008, we disposed of the mobile handset advertising service segment. The results of operations for the segment have been presented as discontinued operations for all periods presented. On December 9, 2008, we announced the disposal of our CGEN in-store advertising network. CGEN has been recorded within our continuing operations as we have retained continuing involvement by retaining assets from CGEN for similar use after the disposal transaction.

1


Table of Contents

          In addition, as previously announced, in the third quarter of 2009, we reduced our equity interests in certain underperforming subsidiaries in our Internet segment and subsequently completely disposed of our interest in those subsidiaries in the fourth quarter of 2009. The results of operations of these subsidiaries have been accounted for as discontinued operations in accordance with U.S.GAAP.
FORWARD-LOOKING STATEMENTS IN THIS ANNUAL REPORT
MAY NOT BE REALIZED
          This annual report on Form 20-F contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our industry. All statements other than statements of historical fact in this annual report are forward-looking statements. These forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “anticipate”, “estimate”, “plan”, “believe”, “is/are likely to” or other similar expressions. The forward-looking statements included in this annual report relate to, among others:
    our goals and strategies;
 
    our future business development, financial condition and results of operations;
 
    projected revenues, profits, earnings and other estimated financial information;
 
    our plans to expand our advertising network into new cities and regions in China
 
    the growth of our LCD display network, poster frame network, in-store network, movie theater and traditional outdoor billboards and our online advertising services business;
 
    our plan to identify and create additional advertising platforms that target specific consumer demographics, which could allow us to increase our advertising revenue;
 
    competition in the PRC advertising industry;
 
    the expected growth in the urban population, consumer spending, average income levels and advertising spending levels;
 
    PRC governmental policies and regulations relating to the advertising industry and regulations and policies promulgated by the State Administration of Foreign Exchange;
 
    other risks outlined in our filings with the Securities and Exchange Commission, including our registration statements on Form F-1, as amended, and Form F-3 as amended; and
 
    those other risks identified in “Item 3. Key Information—D. Risk Factors” of this annual report.
          These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, we cannot assure you that our expectations will turn out to be correct. Our actual results could be materially different from or worse than our expectations.
          The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

2


Table of Contents

PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
          Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
          Not applicable.
ITEM 3. KEY INFORMATION
A. Selected Financial Data
          The following selected consolidated statement of operations data for the years ended December 31, 2007, 2008, and 2009 and the consolidated balance sheet data as of December 31, 2008, and 2009 have been derived from our audited consolidated financial statements, which are included elsewhere in this annual report. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. The historical results are not necessarily indicative of results to be expected in any future period.
          Our selected consolidated statement of operations data for the years ended December 31, 2005 and 2006 and our consolidated balance sheets as of December 31, 2005, 2006, and 2007 have been derived from our audited consolidated financial statements, which are not included in this annual report.
          The selected consolidated financial information for the periods and as of the dates indicated should be read in conjunction with our financial statements and the accompanying notes and “Item 5. Operating and Financial Review and Prospects”.
          In April 2005, we commenced commercial operations of our in-store network and through our acquisition of Framedia, we commenced operation of our poster frame network on January 1, 2006. In February 2006, we acquired Target Media and in March 2006, we acquired Focus Media Wireless. In March 2007, we acquired Allyes. In January 2008, we acquired CGEN.
          In December 2008, we disposed of our in-store advertising operations of CGEN, which resulted in a $190.5 million disposal loss. Also in 2008, the disposal of our mobile handset advertising business due to changes in market conditions and the regulatory environment resulted in a loss from disposal of $92.1 million. In September 2009, we terminated our agreement of December 2008 to sell substantially all of the assets of our advertising networks using LCD displays, in-store and poster frame to SINA. In 2008, these assets were accounted for as assets-held-for-sale and their results were presented as discontinued operations. Following the termination of the agreement in September 2009, these assets have been reclassified as assets-held-for-use and the results have been presented as continuing operations for all periods presented.
          In the third and fourth quarters of 2009, we restructured continuing operations and disposed of interests in certain subsidiaries in our Internet segment. The results of these companies were accounted for as discontinued operations for all periods presented in accordance with U.S. GAAP.
                                         
    For the years ended December 31  
    2005     2006     2007     2008     2009  
    (In thousands of U.S. Dollars, except
share and per share data)
 
Selected Consolidated Statements of Operations Data:
                                       
Net revenues: (1)
                                       
LCD displays
  $ 61,435     $ 141,472     $ 183,528     $ 239,505     $ 208,499  
In-store
    5,469       26,907       27,444       60,719       30,346  
Poster frame
            40,904       85,472       146,751       98,962  

3


Table of Contents

                                                 
    For the years ended December 31  
    2005     2006     2007     2008     2009  
    (In thousands of U.S. Dollars, except share and per share data)  
Movie theatre and traditional outdoor billboard
          690       37,305       77,178       59,057  
Internet advertising
            0       75,364       114,560       107,871  
Other (2)
    1,325       1,932       1,115       3,622       300  
 
                             
Total net revenues
    68,229       211,905       410,228       642,335       505,035  
 
                             
Cost of revenues:
                                       
LCD displays
    18,325       48,128       51,850       77,866       75,467  
In-store
    7,423       18,106       23,502       61,834       24,170  
Poster frame
            13,621       28,086       59,815       95,401  
Movie theatre and traditional outdoor billboard
            760       28,507       56,944       45,085  
Internet advertising
                    51,722       89,052       98,721  
Other (2)
    976       765       798       1,723       290  
 
                             
Total cost of revenues
    26,724       81,380       184,465       347,234       339,134  
 
                             
Gross profit
    41,505       130,525       225,763       295,101       165,901  
Operating expenses:
                                       
General and administrative
    9,120       25,723       45,641       90,194       120,191  
Selling and marketing
    9,599       25,762       60,708       95,400       107,184  
Impairment loss
                          596,069       86,303  
Other operating expenses (income), net
    161       (1,051 )     (7,645 )     182,522       10,848  
 
                             
Total operating expenses
    18,880       50,434       98,704       964,185       324,526  
Income (loss) from operations
    22,625       80,091       127,059       (669,084 )     (158,625 )
Interest income
    1,762       4,255       9,632       7,528       5,261  
Interest expense
                    (25 )            
 
                             
Income (loss) from continuing operations before income taxes
    24,387       84,346       136,666       (661,556 )     (153,364 )
Income taxes
    694       1,044       8,326       26,784       9,855  
 
                             
Net income (loss) from continuing operations
    23,693       83,302       128,340       (688,340 )     (163,219 )
Net income (loss) from discontinued operations, net of tax
    0       0       16,790       (82,498 )     (46,514 )
 
                             
Net income (loss)
    23,693       83,302       145,130       (770,838 )     (209,733 )
Less: Net income (loss) attributable to noncontrolling interests
    145       105       694       (150 )     3,524  
 
                             
Net income (loss) attributable to Focus Media Holdings Limited Shareholders
  $ 23,548     $ 83,197     $ 144,436     $ (770,688 )   $ (213,257 )
 
                             
Income (loss) per share from continuing operations — basic
  $ 0.09     $ 0.16     $ 0.22     $ (1.07 )   $ (0.25 )
 
                             
Income (loss) per share from continuing operations – diluted
  $ 0.06     $ 0.16     $ 0.21     $ (1.07 )   $ (0.25 )
 
                             

4


Table of Contents

                                         
    For the years ended December 31  
    2005     2006     2007     2008     2009  
    (In thousands of U.S. Dollars, except
share and per share data)
 
Income (loss) per share from discontinued operations — basic
  $       $       $ 0.02     $ (0.13 )   $ (0.07 )
 
                             
Income (loss) per share from discontinued operations — diluted
  $       $       $ 0.03     $ (0.13 )   $ (0.07 )
 
                             
Income (loss) per share — basic
  $ 0.09     $ 0.16     $ 0.24     $ (1.20 )   $ (0.33 )
 
                             
Income (loss) per share — diluted
  $ 0.06     $ 0.16     $ 0.24     $ (1.20 )   $ (0.33 )
 
                             
Shares used in calculating basic income (loss) per share
    252,128,545       505,411,079       590,387,396       643,989,522       651,654,345  
 
                             
Shares used in calculating diluted income (loss) per share
    365,938,094       521,536,381       608,326,450       643,989,522       651,654,345  
 
                             
                                         
    As of December 31
    2005   2006   2007   2008   2009
    (in thousands of U.S. dollars)
Consolidated Balance Sheet Data:
                                       
Cash and cash equivalents
  $ 36,653     $ 164,611     $ 450,416     $ 142,434     $ 568,159  
Other current assets(3)
    104,988       78,712       431,043       665,137       269,279  
Non-current assets(4)
    70,713       862,919       1,258,079       724,723       556,005  
Total assets
    212,354       1,106,242       2,139,538       1,532,294       1,393,443  
Total current liabilities
    20,694       51,837       276,287       318,864       197,056  
Total non-current liabilities
          3,303       6,394       13,540       5,435  
Total liabilities
    20,694       55,140       282,681       332,404       202,491  
Ordinary shares ($0.00005 par value; 19,800,000,000 shares authorized in 2007, 2008 and 2009; 378,306,000, 534,896,873, 640,230,852, 646,081,710 and 725,278,005 shares issued and outstanding in 2005, 2006, 2007, 2008 and 2009, respectively)
    19       27       32       32       36  
Other shareholders’ equity
    191,396       1,050,717       1,854,912       1,197,752       1,189,088  
Total Focus Media Holdings Limited shareholders’ equity
    191,415       1,050,744       1,854,944       1,197,784       1,189,124  
Noncontrolling interests
    245       358       1,913       2,106       1,828  
Total equity
    191,660       1,051,102       1,856,857       1,199,890       1,190,952  

5


Table of Contents

                                         
    As of December 31
    2005   2006   2007   2008   2009
Selected Operating Data:(5)
                                       
Number of displays in our commercial location network:
                                       
Our direct cities
    45,049       80,263       107,533       122,597       125,595  
Our regional distributors(6)
    3,177       5,197       4,765       5,436       5,411  
     
Total
    48,226       85,460       112,298       128,033       131,006  
     
Number of displays in our in-store network(7)
    27,849       38,742       49,452       42,824       44,517  
     
Number of stores in our in-store network(7)
    4,130       3,898       4,063       3,275       3,097  
     
Number of installed frames in our poster frame network(8)
    0       99,784       190,468       324,364       261,076  
     
 
(1)   Advertising service revenue is presented net of business tax. Business tax on advertising service revenue from our LCD display network amounted to $6.0 million, $14.4 million, $20.3 million, $24.7 million and $20.6 million in 2005, 2006, 2007, 2008 and 2009, respectively. Business tax on advertising service revenue from our in-store network amounted to $0.5 million, $2.8 million, 2.8 million, $6.3 million and $3.2 million for 2005, 2006, 2007, 2008 and 2009, respectively. Business tax on advertising service revenue from our poster frame network amounted to $0, $4.0 million, $7.9 million, $13.9 million and $9.6 million, for 2005, 2006, 2007, 2008 and 2009, respectively. Business tax on Internet advertising service revenue amounted to $5.0 million, $6.1 million and $5.3 million for 2007, 2008 and 2009, respectively. Business tax on advertising service revenue from our movie theater and traditional outdoor billboards amounted to $1.3 million, $2.8 million and $1.5 million for 2007. 2008 and 2009, respectively. Business tax includes aggregating business tax and surtax of 5.55% and cultural industries tax ranging from 0% to 4.0% of our gross advertising service revenue.
 
(2)   Other revenue and cost is related to sale of advertising equipment to business partners and is combined in revenue and cost of LCD displays network in Note 17, “Segment Information”, to consolidated financial statements under Item 18.
 
(3)   Other current assets are equal to total current assets less cash and cash equivalents.
 
(4)   Non-current assets are equal to total assets less total current assets.
 
(5)   Operating data presented includes operating data for discontinued operations except as noted below.
 
(6)   Data that has been provided by our regional distributors is based on the results of surveys we requested them to provide to us and it is possible such data is not entirely accurate.
 
(7)   Operating data for our in-store network does not include data from CGEN’s business and operations.
 
(8)   Number of installed frames includes frames we currently market and frames that have been installed, for instance, in buildings that are still under construction and which we have not yet begun to market. Data includes both traditional poster frames and, for periods starting from June 30, 2007, digital frames.

6


Table of Contents

Currency Translations and Exchange Rates
          Our operating businesses are currently conducted in China and substantially all of our revenues and expenses are denominated in Renminbi. The People’s Bank of China, or PBOC, sets and publishes daily a base exchange rate with reference primarily to the supply and demand of Renminbi against a basket of currencies in the market during the prior day. The PBOC also takes into account other factors, such as the general conditions existing in the international foreign exchange markets. Since 1994, the conversion of Renminbi into foreign currencies, including Hong Kong dollars and U.S. dollars, has been based on rates set by the PBOC, which are set daily based on the previous day’s inter-bank foreign exchange market rates and current exchange rates in the world financial markets. From 1994 to July 20, 2005, the official exchange rate for the conversion of Renminbi to U.S. dollars was generally stable. Although PRC governmental policies were introduced in 1996 to reduce restrictions on the convertibility of Renminbi into foreign currency for current account items, conversion of Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration for Foreign Exchange and other relevant authorities. On July 21, 2005, the PRC government introduced a managed floating exchange rate system to allow the value of the Renminbi to fluctuate within a regulated band based on market supply and demand and by reference to a basket of currencies. On the same day, the value of the Renminbi appreciated by 2.0% against the U.S. dollar. Since then, the PRC government has made, and may in the future make, further adjustments to the exchange rate system. The PBOC announces the closing price of a foreign currency traded against the Renminbi in the inter-bank foreign exchange market after the closing of the market on each working day, and makes it the central parity for the trading against the Renminbi on the following working day.
          For all dates and periods through December 31, 2008, exchange rates of Renminbi into U.S. dollars are based on the noon buying rate in The City of New York for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York. For January 1, 2009 and all later dates and periods, the exchange rate refers to the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board. For your convenience, this annual report contains translations of Renminbi at $1.00 to RMB6.8282, which was the prevailing rate on December 31, 2009. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. The PRC government imposes controls over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade.
          The following table sets forth information concerning exchange rates between the Renminbi and the U.S. dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this annual report or will use in the preparation of our periodic reports or any other information to be provided to you.
                                 
    RENMINBI PER U.S. EXCHANGE RATE
    AVERAGE   HIGH   LOW   PERIOD-END
2002
    8.2770       8.2800       8.2669       8.2800  
2003
    8.2770       8.2800       8.2272       8.2769  
2004
    8.2768       8.2774       8.2764       8.2765  
2005
    8.1940       8.2765       8.0702       8.0702  
2006
    7.9723       8.0702       7.8041       7.8087  
2007
    7.6072       7.8127       7.2946       7.2946  
2008
    6.9477       7.2946       6.7800       6.8225  
2009
    6.8409       6.8436       6.8226       6.8282  
2010 (through June 18)
    6.8272       6.8330       6.8229       6.8267  
January
    6.8347       6.8383       6.8280       6.8369  
February
    6.8377       6.8436       6.8281       6.8367  
March
    6.8359       6.8378       6.8236       6.8361  
April
    6.8329       6.8380       6.7756       6.8358  
May
    6.8364       6.8408       6.8273       6.8403  
June (through June 18)
    6.8298       6.8323       6.8267       6.8267  

7


Table of Contents

B. Capitalization and Indebtedness
          Not applicable.
C. Reasons for the Offer and Use of Proceeds
          Not applicable.
D. Risk Factors
          Our business and operations are subject to various risks, many of which are beyond our control. If any of the risks described below actually occurs, our business, financial condition or results of operations could be materially harmed.
Risks Relating to Our Business and Industry
We have been named as a defendant in certain purported shareholder class action lawsuits that could have a material adverse impact on our operating results and financial condition.
          We may have to defend against an appeal by the plaintiffs in lawsuits as described in Item 8 of this annual report, “Financial Information—Consolidated statements and other financial information—Legal Proceedings.” We are currently unable to estimate the possible loss or possible range of loss, if any, associated with the resolution of these lawsuits. An unfavorable outcome from the plaintiff’s appeal of the judgment in these lawsuits could have a material adverse effect on our consolidated financial position, results of operations, or cash flows in the future. The litigation process may utilize a material portion of our cash resources and divert management’s attention from the day-to-day operations of our company, all of which could harm our business. There can be no assurance that we will prevail in any such appeal and any adverse outcome of these cases could have a material adverse effect on our business or results of operations.
Some of our business operations have a limited operating history, which may make it difficult for you to evaluate our business and prospects.
          Since late 2006 and early 2007, we added a movie theater and traditional billboard advertising network and an Internet advertising services network to our business. Accordingly, we have a limited operating history for our current operations upon which you can evaluate the viability and sustainability of our business and its acceptance by advertisers and consumers. These circumstances may make it difficult for you to evaluate our business and prospects.
We derive a substantial majority of our revenues from the provision of advertising services, and advertising is particularly sensitive to changes in economic conditions and advertising trends.
          Demand for advertising time slots and advertising frame space on our networks, and the resulting advertising spending by our clients, is particularly sensitive to changes in general economic conditions and advertising spending typically decreases during periods of economic downturn. Advertisers may reduce the money they spend to advertise on our networks for a number of reasons, including:
    a general decline in economic conditions;
 
    a decline in economic conditions in the particular cities where we conduct business;
 
    a decision to shift advertising expenditures to other available advertising media;
 
    a decline in advertising spending in general; or

8


Table of Contents

    a decrease in demand for advertising media in general and for our advertising services in particular would materially and adversely affect our ability to generate revenue from our advertising services, and our financial condition and results of operations.
          In 2008, due to the global economic downturn, growth in consumer spending in China slowed which resulted in a corresponding slowdown in advertising spending growth. If there is another deterioration in economic conditions, our revenues, net income and results of operations could be materially adversely affected.
Our quarterly operating results are difficult to predict and may fluctuate significantly from period to period in the future.
          Our quarterly operating results are difficult to predict and may fluctuate significantly from period to period based on the seasonality of consumer spending and corresponding advertising trends in China. In addition, advertising spending generally tends to decrease during January and February each year due to the Chinese Lunar New Year holiday. Factors that are likely to cause our operating results to fluctuate, such as the seasonality of advertising spending in China, the effect of the global economic downturn on spending in China, a further deterioration of economic conditions in China and potential changes to the regulation of the advertising industry in China, are discussed elsewhere in this annual report. If our revenues for a particular quarter are lower than we expect, we may be unable to reduce our operating expenses for that quarter by a corresponding amount, which would harm our operating results for that quarter relative to our operating results from other quarters.
Our failure to maintain existing relationships or obtain new relationships with businesses that allow us to place our LCD flat-panel displays and advertising poster frames in their buildings and other commercial locations and to lease outdoor traditional and LED digital billboards placed in desirable locations would harm our business and prospects.
          Our ability to generate revenues from advertising sales depends largely upon our ability to provide large networks of LCD flat-panel displays placed in desirable building, commercial and store locations, of advertising poster frames (including digital poster frames) placed in residential complexes, and to secure desirable locations of large outdoor traditional and LED digital billboards, throughout major urban areas in China. We also depend on the ability of our third-party location provider to secure desirable traditional and LED digital billboard locations for our outdoor traditional and LED network. This, in turn, requires that we develop and maintain business relationships with real estate developers, landlords, property managers, hypermarkets, retailers and other businesses and locations in which we rent space for our displays and billboards. Although a majority of our display placement agreements and advertising frame placement agreements have terms ranging from one to five years, and upon expiration give us the right to renew the agreement on terms no less favorable than those offered by competing bidders, we may not be able to maintain our relationships with them on satisfactory terms, or at all. If we fail to maintain our relationships with landlords and property managers, or if a significant number of our existing display or advertising frame placement agreements are terminated or not renewed or if we fail to maintain our relationship with our location provider of traditional and LED billboard space, advertisers may find advertising on our networks unattractive and may not wish to purchase advertising time slots or advertising frame space on our networks, which would cause our revenues to decline and our business and prospects to deteriorate.
          Under some of our display placement agreements in Guangzhou, Shenzhen, Dalian and Chongqing, the property manager has the right to terminate the agreement if landlords or tenants in the building lodge complaints about our flat-panel displays. In addition, some of our display placement agreements in other cities allow the property manager to terminate the agreement if we fail to keep each flat-panel display operational for a minimum amount of time each year. If these tenants complain about our displays, or if the property manager claims we have failed to keep the flat-panel displays operational for the stipulated number of days each year, we may be required to remove our panels from these commercial locations.
          In accordance with PRC real estate laws and regulations, prior consent of landlords and property managers is required for any commercial use of the public areas or facilities of residential properties. With regard to our network of advertising poster frames and some of our flat-panel displays placed in the elevators and public areas of residential complexes, we have entered into frame or display placement agreements with property managers and

9


Table of Contents

landlords. For those frame or display placement agreements entered into with property managers, we intend to obtain or urge property managers to obtain consents from landlords. However, if the landlords of a residential complex object to our placing advertising poster frames or flat-panel displays in the elevators and public areas of the complex, we may be required to remove our advertising poster frames or LCD displays from the complex and may be subject to fines. We may not be able to successfully expand our LCD display network, poster Frame networks and in-store networks into new regions or diversify our network into new advertising networks or media platforms, which could harm or reverse our growth potential and our ability to increase our revenues.
If we are unable to obtain or retain desirable placement locations for our LCD displays, advertising poster frames and outdoor traditional and LED billboards movie theater advertising slots on commercially advantageous terms or if the supply of desirable locations diminishes or ceases to expand, we could have difficulty in maintaining or expanding our network, our operating margins and earnings could decrease and our results of operations could be materially and adversely affected.
          Our location costs, which include lease payments to landlords and property managers under our display placement agreements, maintenance and monitoring fees and other associated costs, comprise a significant portion of our cost of revenues. For 2007, 2008 and 2009, our location costs accounted for 45.6%, 45.5% and 35.6% of our cost of revenues and 20.4%, 24.5% and 23.9% of our total revenues, respectively. In the future, we may need to increase our expenditures on our display and frame placement agreements to obtain new and desirable locations, to renew existing locations, and to secure favorable exclusivity and renewal terms. In addition, lessors of space for our flat-panel displays, advertising poster frames and traditional and LED billboards may charge increasingly higher display location lease fees, or demand other compensation arrangements, such as profit sharing. If we are unable to pass increased location costs on to our advertising clients through rate increases, our operating margins and earnings could decrease and our results of operations could be materially and adversely affected.
          In addition, in more developed cities, it may be difficult to increase the number of desirable locations in our network because most such locations have already been occupied either by us or by our competitors, or in the case of outdoor traditional and LED billboards, because the placement of outdoor installments may be limited by municipal zoning and planning policies. In recently developing cities, the supply of desirable locations may be small and the pace of economic development and construction levels may not provide a steadily increasing supply of desirable commercial and residential locations. If, as a result of these possibilities, we are unable to increase the placement of our advertising networks into commercial and residential locations that advertisers find desirable, we may be unable to expand our client base, sell advertising time slots and poster frame space on our network or increase the rates we charge for time slots and poster frame space, which could decrease the value of our network to advertisers.
If we are unable to attract advertisers to advertise on our networks, we will be unable to maintain or increase our advertising fees and the demand for time on our networks, which could negatively affect our ability to grow revenues.
          The amounts of fees we can charge advertisers for time slots on our LCD display networks, movie theatre advertising networks and traditional billboard networks depend on the size and quality of these networks and the demand by advertisers for advertising time on these networks. Advertisers choose to advertise on these networks in part based on the size of the networks and the desirability of the locations where we have placed our LCD displays and where we lease traditional and LED digital billboards as well as the quality of the services we offer. If we fail to maintain or increase the number of locations, displays and billboards in our networks, diversify advertising channels in our networks, or solidify our brand name and reputation as a quality provider of advertising services, advertisers may be unwilling to purchase time on our networks or to pay the levels of advertising fees we require to remain profitable.
          In addition, the fees we can charge advertisers for frame space on our poster frame network depends on the quality of the locations in which we place advertising poster frames, demand by advertisers for frame space and the quality of our service. If we are unable to continue to secure the most desirable residential locations for deployment of our advertising poster frames, we may be unable to attract advertisers to purchase frame space on our poster frame network.

10


Table of Contents

          Our failure to attract advertisers to purchase time slots and frame space on our networks will reduce demand for time slots and frame space on our networks and the number of time slots and amount of frame space we are able to sell, which could necessitate lowering the fees we charge for advertising time on our network and could negatively affect our ability to increase revenues in the future.
Acquisitions we have made, and any future acquisitions may expose us to potential risks and have an adverse effect on our ability to manage our business.
          Our integration of acquired entities into our business may not be successful and may not enable us to expand into new advertising platforms as well as we expect. This would significantly affect the expected benefits of these acquisitions. For example, in 2008, we disposed of CGEN’s in-store advertising operations, and discontinued the operations of Focus Media Wireless, both of which were recent acquisitions. These two transactions resulted in impairments losses to our 2008 results of operations. In addition, we discontinued or disposed of certain of our Internet operations in 2009 which resulted in losses to our 2009 results of operations. Moreover, the integration of acquired entities into our operations have required, and will continue to require, significant attention from our management. Future acquisitions will also likely present similar challenges.
          The diversion of our management’s attention and any difficulties encountered in any integration process could have an adverse effect on our ability to manage our business. In addition, we may face challenges trying to integrate new operations, services and personnel with our existing operations. Our recent acquisitions and possible future acquisitions may also expose us to other potential risks, including risks associated with unforeseen or hidden liabilities, the diversion of resources from our existing businesses and technologies, our inability to generate sufficient revenue to offset the costs, expenses of acquisitions and potential loss of, or harm to, relationships with employees and advertising clients as a result of our integration of new businesses and new regulations governing cross-border investment by PRC residents. In addition, we cannot assure you that we will be able to realize the benefits we anticipate from acquiring companies, or that we will not incur costs, including those relating to intangibles or goodwill, in excess of our projected costs for these transactions. The occurrence of any of these events could have a material and adverse effect on our ability to manage our business, our financial condition and our results of operations.
There may be unknown risks inherent in the acquisitions we have made.
          Although we have conducted due diligence with respect to the major acquisitions we have undertaken and undertake, we may not be aware of all of the risks associated with the targets of such acquisitions we have made. Any discovery of adverse information concerning any company we have acquired since we acquired such entity could have a material adverse effect on our business, financial condition and results of operations. While we are entitled to seek indemnification in certain circumstances, successfully asserting indemnification or enforcing such indemnification could be costly and time consuming or may not be successful at all.
          In addition, even if we are able to evaluate such risks, entities we acquire may not perform as we expected due to a range of factors, many of which are beyond our ability to assess or predict. In some instances we may determine to write-off or dispose of acquired entities that underperform. For example, in 2009 we disposed of certain underperforming entities that operated in our Internet division. We may conduct additional such dispositions or write-offs in the future which could have a material and adverse effect on our business, financial condition and results of operations.
Our strategic alliances and partnerships may not succeed or yield the benefits we anticipated, which could materially and adversely affect our business and results of operations.
          We have entered into strategic alliances and partnerships with other companies, including Yanhuang Health Media Limited and Dentsu Group, and we may continue to enter into additional alliances and partnerships in the future. However, we cannot assure you that these alliances and partnerships will succeed or result in the benefits we anticipated when we entered into them. For instance, under the terms of our alliance with Yanhuang Health Media, we transferred ownership and operation of the LCD flat-panel displays from the healthcare channel portion of our commercial location network to Yanhuang Health Media. Accordingly, we cannot control Yanhuang Health Media’s management and operation of the healthcare channel or ensure that they will be able to successfully attract

11


Table of Contents

advertising customers as we might were we in direct control of that channel. In 2008, we took an investment write-down of approximately US$0.4 million in connection with our investment in Yanhuang Health Media. If the strategic alliances and partnerships we have entered into, or may in the future enter into, do not succeed, our business and results of operations could be materially adversely affected.
Our entry into new types of advertising services through acquisitions may expose us to risks associated with operating in the Internet industries in China which could materially affect our financial condition or results of operation.
          In March 2007, we acquired Allyes, which operates an Internet advertising agency and service technology business. We also made a number of smaller acquisitions in the Internet advertising areas in 2007 and 2008. Our operation of the Internet advertising subjects us to risks associated with operations in the Internet segment in China. These potential risks include:
    failure to reach traditional advertisers and to take advantage of marketing networks through our existing business;
 
    the performance and reliability of the Internet infrastructure; and
 
    the continued growth of the Internet industries.
One or more of our regional distributors could engage in activities that are harmful to our reputation in the industry and to our business.
          As of December 31, 2009, we covered approximately 35 out of the approximately 95 cities where we provide our LCD display network through contractual arrangements with regional distributors. Under these arrangements, we provide our business model and operating expertise to local advertising companies in exchange for their acting as regional distributors of our advertising services. We also sell our flat-panel displays to our regional distributors, who are responsible for developing and maintaining an advertising network in office buildings and other commercial locations in the respective cities where they operate. We also grant our regional distributors the right to use our “Focus Media”, “Framedia” and other brand names and logos. However, our contractual arrangements with our regional distributors do not provide us with control or oversight over their everyday business activities, and one or more of our regional distributors may engage in activities that violate PRC laws and regulations governing the advertising industry and advertising content, or other PRC laws and regulations generally. Some of our regional distributors may not possess all the licenses required to operate an advertising business, or may fail to maintain the licenses they currently hold, which could result in local regulators suspending the operations of the network in those cities. In addition, we do not independently review the advertising content that our regional distributors display on the portion of our commercial location network that they operate independently, and our regional distributors may include advertising content on their part of the commercial location network and violate PRC advertising laws or regulations or expose them and us to lawsuits or result in the revocation of their business license. If any of these events occurs, it could harm our reputation in the industry.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.
          We are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, adopted rules requiring every public company to include a management report on such company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal control over financial reporting. In addition, an independent registered public accounting firm for a public company must attest to and report on the effectiveness of the company’s internal control over financial reporting. Accordingly, our management assessed our effectiveness of internal control over financial reporting as of December 31, 2009 using the criteria set forth in the report “Internal Control — Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.
          Our management has concluded that our internal control over financial reporting was effective as of December 31, 2009. Nevertheless, in the course of conducting its assessment over our internal controls, our management identified a significant deficiency in our internal controls. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting. In connection with the subscription for our ordinary shares by JJ Media Investment Holding Limited (an entity owned by Jason Nanchun Jiang) in September 2009, management had not maintained appropriate documentation to support their analysis of the accounting for the transaction. We recorded a late adjustment of $4.0 million due to the further evaluation of the grant date of the award under US GAAP. We have concluded that this deficiency constitutes a significant deficiency. We intend to take steps in order to remedy this significant deficiency.
          Nevertheless, we cannot assure you that these measures will be effective and that we will be able to resolve the significant deficiency in internal control over financial reporting in a timely and effective manner or that any significant deficiency or material weakness in our internal control over financial reporting will not be identified in the future. If, however, we fail to maintain the adequacy of our internal control, we may not be able to conclude that we have effective internal control over financial reporting. Furthermore, effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important to help us to manage the company effectively and prevent fraud. If we are unable to implement solutions to any deficiencies in our existing internal controls and procedures, or if we fail to maintain an effective system of internal controls in the future, we may be unable to accurately report our financial results or prevent fraud and investor confidence and the market price of our ADSs may be adversely impacted.

12


Table of Contents

Failure to manage our growth and operations could strain our management, operational and other resources and we may not be able to achieve anticipated levels of growth in the new networks and media platforms we operate, either of which could materially and adversely affect our business and growth potential.
          To manage our growth and operations, we must develop and improve our existing administrative and operational systems and our financial and management controls and further expand, train and manage our work force. As we continue this effort, we may incur substantial costs and expend substantial resources in connection with any such expansion or to react to more challenging market conditions, due to, among other things, different technology standards, legal considerations and cultural differences. We may not be able to manage our current or future international operations effectively and efficiently or compete effectively in such markets. We cannot assure you that we will be able to efficiently or effectively manage the growth or changes in our operations, recruit top talent and train our personnel. Any failure to efficiently manage our expansion or changes in operations may materially and adversely affect our business and future growth.
          As we continue to expand into new networks and new media platforms, we expect the percentage of revenues derived from our commercial location network to decline. However, the new advertising networks and media platforms we pursue may not present the same opportunities for growth that we have experienced with our commercial location network and, accordingly, we cannot assure you that the level of growth of our networks will not decline over time. Moreover, we expect the level of growth of our commercial location network to decrease as many of the more desirable locations have already been leased by us or our competitors.
If advertisers or the viewing public do not accept, or lose interest in, our out-of-home advertising network, our revenues may be negatively affected and our business may not expand or be successful.
          The market for out-of-home advertising networks in China is relatively new and its potential is uncertain. We compete for advertising spending with many forms of more established advertising media. Our success depends on the acceptance of our out-of-home advertising network by advertisers and their continuing interest in these mediums as components of their advertising strategies. Our success also depends on the viewing public continuing

13


Table of Contents

to be receptive towards our advertising network. Advertisers may elect not to use our services if they believe that consumers are not receptive to our networks or that our networks do not provide sufficient value as effective advertising mediums. Likewise, if consumers find some element of our networks, such as the audio feature of our LCD display, in-store, movie theater and outdoor traditional and LED billboard networks, to be disruptive or intrusive, commercial locations, stores and movie theaters may decide not to place our flat-panel displays in their properties or lease us time in movie theaters and advertisers may view our advertising network as a less attractive advertising medium compared to other alternatives. In that event, advertisers may determine to reduce their spending on our advertising network. If a substantial number of advertisers lose interest in advertising on our advertising network for these or other reasons, we will be unable to generate sufficient revenues and cash flow to operate our business, and our advertising service revenue, liquidity and results of operations could be negatively affected.
If the Internet and, in particular, Internet marketing are not broadly adopted in China, our ability to generate revenue and sustain profitability from Allyes could be materially and adversely affected.
          Our future revenues and profits from our online advertising agency business we operate through Allyes are dependent in part upon advertisers in China increasingly accepting the use of the Internet as a marketing channel, which is at an early stage in China. Penetration rates for personal computers, the Internet and broadband in China are all relatively low compared to those in more developed countries. Furthermore, many Chinese Internet users are not accustomed to using the Internet for e-commerce or as a medium for other transactions. Many of our current and potential clients have limited experience with the Internet as a marketing channel, and have not historically devoted a significant portion of their marketing budgets to Internet marketing and promotion. As a result, they may not consider the Internet as effective in promoting their products and services as traditional print and broadcast media.
If the delivery of ads or the use of cookies is limited or blocked, our ability to update and expand our user data would be hindered and demand for our Internet marketing solutions could decline.
          Our business may be adversely affected by practices and technologies that impair or undermine the performance of our Internet marketing solutions. For example, Internet users may use software designed to filter or prevent the delivery of Internet ads, including pop-up and pop-under ads; block, disable or remove cookies used by our Internet marketing technologies; or misrepresent measurements of advertising effectiveness. In particular, because we rely on cookies to obtain data about Internet users for our database of user information, widespread usage of software in China that disables or removes cookies would limit our ability to update and expand our user information and hinder our ability to provide effective targeted Internet marketing solutions to our clients. We cannot assure you that the proportion of Internet users who employ these or other similar technologies will not increase, thereby diminishing the efficiency of our Internet marketing solutions and causing demand for those solutions to decline.
Our role through Allyes as a supplier of ad space may harm our reputation as an independent purchasing agent and the reputation of our performance-based advertising network as a marketplace for ad space.
          We currently participate in both the purchase and supply of Internet ad space through our online advertising agency business. We also facilitate purchases by our clients of ad space on our performance-based advertising network and may act as sales representative to other Web publishers in the future. In addition, we supply ad space that we purchase from Web publishers on our performance-based advertising network from time to time to advertisers. Our role as a supplier of ad space might harm both our reputation as an independent purchasing agent and the reputation of our performance-based advertising network as a marketplace for ad space. If our reputation as an independent purchasing agent or the reputation of our performance-based advertising network is harmed, our clients may not purchase ad space from us and our business, financial condition and results of operations could be materially and adversely affected.
Our Internet advertising business could be materially and adversely affected if we are unable to introduce new or enhanced Internet marketing services and technologies that meet our clients’ requirements.
          Our future success depends in part upon our ability to enhance and integrate our existing Internet marketing services and technologies that we provide through Allyes and to introduce new, competitively priced services and technologies with features that meet evolving client requirements, all in a timely and cost-effective manner. A

14


Table of Contents

number of factors, including the following, could have a negative impact on the success of our services and technologies:
    our failure to anticipate changes in clients’ requirements;
 
    our competitors’ introduction of new services and technologies ahead of our new services and technologies, or their introduction of superior or less expensive services and technologies;
 
    our failure to adapt to Internet advertising technology trends and evolving industry standards; and
 
    delays or difficulties in technology integration, customization or development.
The business and prospects of our online advertising agency business could be harmed if “click-through” fraud is not detected.
          We are exposed to the risk of fraudulent clicks on ads posted on the performance-based advertising network of Allyes by individuals seeking to increase the advertising fees paid to our Web publishers. We may in the future have to refund revenue that our advertisers have paid to us and that was later attributed to click-through fraud. Click-through fraud occurs when an individual clicks on an ad displayed on a website for the sole intent of generating the revenue share payment to the publisher rather than to view the underlying content. From time to time we have experienced fraudulent clicks on the performance-based advertising network of Allyes and we do not allow our advertisers to be charged for such fraudulent clicks. This negatively affects the profitability of our online advertising agency business, and this type of fraudulent act could hurt our brand. If fraudulent clicks are not detected, the affected advertisers may experience a reduced return on their investment in our performance-based advertising network, which could lead the advertisers to become dissatisfied with our online advertising agency business, and in turn lead to loss of advertisers and the related revenue. Furthermore, fraudulent clicks directed at our performance-based advertising network or at other performance-based advertising platforms might encourage the perception among advertisers in China that performance-based sales models like cost-per-click or CPC and cost-per-action CPA are not effective, which could slow or even reverse the development of those sales models in China. This could adversely affect our business and our prospects.
System failures could significantly disrupt the operations of our online advertising agency business, which would cause us to lose clients or ad inventory.
          Our ability to successfully provide clients with Internet marketing services and our performance-based advertising network, and our ability to access user information depends on the continuing and uninterrupted performance of our systems. Sustained or repeated system failures that interrupt our ability to provide services to clients, including failures affecting our ability to deliver ads quickly and accurately and to access our user information base to provide targeted solutions, would reduce significantly the attractiveness of our services to advertisers and Web publishers. Our online advertising agency business could be materially and adversely affected by any damage or failure that impacts data integrity or interrupts or delays our operations. Our computer systems are vulnerable to damage from a variety of sources, including telecommunications failures, power outages, malicious or accidental human acts, and natural disasters. Moreover, despite network security measures, our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems in part because we cannot control the maintenance and operation of our third-party data centers. Despite the precautions taken, unanticipated problems affecting our systems could cause interruptions in the delivery of our solutions in the future and our ability to provide a record of past transactions. Our data centers and systems incorporate varying degrees of redundancy. All data centers and systems may not automatically switch over to their redundant counterpart. We carry no business insurance policies to compensate us for losses that could occur due to any failures in our systems.
If our Internet marketing technologies contain design or performance defects, our reputation and business may be harmed and we may need to expend significant resources to address liability.

15


Table of Contents

          Technologies as complex as ours may contain design and/or performance defects which are not detectable even after extensive internal testing. Such defects may become apparent only after widespread commercial use. Any design or performance defects in our Internet marketing technologies could have a material and adverse effect on our reputation and business. It is not clear whether China’s existing product liability laws apply to technology products like ours. We cannot assure you that if our Internet marketing technologies are found to have design or performance defects, we will not be liable for product liability claims in China. We do not carry any product liability insurance. Our contracts with our clients currently do not contain provisions to completely limit our exposure to liabilities resulting from product liability claims. Although we have not experienced any product liability claims to date, we cannot assure you that we will not do so in the future.
          Additionally, we rely on our Internet marketing technologies (particularly our ad serving technology) to enhance our Internet marketing services and our performance-based advertising network. Any defect in those technologies could hinder the effectiveness of our Internet marketing services and our performance-based advertising network, which would have a material and adverse effect on our competitiveness, business and future prospects.
We may be liable for content that we serve onto Web publishers’ websites, which could increase our expenses.
          We purchase ad space and then serve our clients’ ads into that ad space. We are liable under PRC law to ensure that the content of the ads that we serve is fair and accurate and is in full compliance with applicable law. Additionally, we may be liable to third-parties for content in our clients’ ads that we serve on Web publishers’ websites or deliver through our performance-based advertising network if those ads contain artwork, text or other content that violates third-parties’ copyrights, trademarks, or other intellectual property rights or if the content is defamatory. We typically indemnify Web publishers against liability arising from the content or nature of ads that we serve on their websites. Any claims or counterclaims against us could harm our reputation, be time-consuming, could result in costly litigation and could divert management’s attention.
The successful operation of our business depends upon the performance and reliability of the Internet infrastructure and fixed telecommunications networks in China.
          Our business depends on the performance and reliability of the Internet infrastructure in China. Almost all access to the Internet is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the MII of China. In addition, the national networks in China are connected to the Internet through international gateways controlled by the PRC government. These international gateways are the only channels through which a domestic user can connect to the Internet. We cannot assure you that a more sophisticated Internet infrastructure will be developed in China. We or our clients may not have access to alternative networks in the event of disruptions, failures or other problems with China’s Internet infrastructure. In addition, the Internet infrastructure in China may not support the demands associated with our growth strategies. For example, we intend to expand our sales of rich media technologies, which are bandwidth-intensive. Limited bandwidth in China may hamper the effectiveness of our rich media technologies, which could harm our prospects and business and require us to purchase additional servers in our content distribution network.
We depend on the leadership and services of Jason Nanchun Jiang, who is our founder, executive chairman, chief executive officer and, through JJ Media Investment Holdings Limited, a wholly owned holding company, one of our largest shareholders, and our business and growth prospects may be severely disrupted if we lose his services.
          Our future success is dependent upon the continued service of Jason Nanchun Jiang, our founder, executive chairman, chief executive officer and, through JJ Media Investment Holdings Limited, one of our largest shareholders. We rely on his industry expertise and experience in our business operations, and in particular, his business vision, management skills, and working relationships with our employees, our other major shareholders, many of our clients and landlords and property managers of the locations in our network. We do not maintain key-man life insurance for Mr. Jiang. If he was unable or unwilling to continue in his present position, or if he joined a competitor or formed a competing company in violation of his employment agreement and noncompetition agreement, we may not be able to replace him easily or at all. As a result, our business and growth prospects may be severely disrupted if we lose his services.

16


Table of Contents

We may need additional capital and we may not be able to obtain it, which could adversely affect our liquidity and financial position.
          We believe that our current cash and cash equivalents and cash flow from operations will be sufficient to meet our anticipated cash needs including for working capital and capital expenditures, for the foreseeable future. We may, however, require additional cash resources due to changed business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of convertible debt securities or additional equity securities, could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity.
    Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including:
 
    investors’ perception of, and demand for, securities of alternative advertising media companies;
 
    conditions of the U.S. and other capital markets in which we may seek to raise funds;
 
    our future results of operations, financial condition and cash flows;
 
    PRC governmental regulation of foreign investment in advertising services companies in China;
 
    economic, political and other conditions in China; and
 
    PRC governmental policies relating to foreign currency borrowings.
          We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us could have a material adverse effect on our liquidity and financial condition.
If we are unable to adapt to changing regulatory requirements or advertising trends and the technology needs of advertisers and consumers, we will not be able to compete effectively and we will be unable to increase or maintain our revenues which may materially and adversely affect our business prospects and revenues.
          The market for advertising requires us to continuously identify new advertising trends and the technology needs of advertisers and consumers, which may require us to develop new features and enhancements for our advertising network. The majority of our displays use 17-inch liquid crystal displays screens. We also have a growing number of displays that use larger LCD and plasma screens as well as large size LED digital billboards. We also upgraded portions of our poster frame network with digital poster LCD displays. Allyes provides online advertising services to customers. Our movie theater network provides advertising time prior to movie screenings by leasing screen time. In the future, subject to relevant PRC laws and regulations, we may use other technology, such as cable or broadband networking, advanced audio technologies and high-definition panel technology. We may be required to incur development and acquisition costs in order to keep pace with new technology needs but we may not have the financial resources necessary to fund and implement future technological innovations or to replace obsolete technology. Furthermore, we may fail to respond to these changing technology needs. For example, if the use of broadband networking capabilities on our advertising network becomes a commercially viable alternative and meets all applicable PRC legal and regulatory requirements, and we fail to implement such changes on our commercial location network and in-store network or fail to do so in a timely manner, our competitors or future entrants into the market who do take advantage of such initiatives could gain a competitive advantage over us. In addition, the local authorities may issue temporary restriction or prohibition on outdoor advertising at the regional level in light of public events of large scale held locally. For example, the Shanghai local government recently issued certain local regulations that prohibit advertising on ships (other than cargo ships and ferries) on the Huangpu River and Suzhou Creek area and restrictive rules for applying for outdoor advertising for the period of preparation and hosting of World EXPO 2010, which ends on October 31, 2010. If we cannot succeed in complying with new

17


Table of Contents

regulatory requirements or developing and introducing new features on a timely and cost-effective basis, advertiser demand for our advertising networks may decrease and we may not be able to compete effectively or attract advertising clients, which would have a material and adverse effect on our business prospects and revenues.
We may be subject to, and may expend significant resources in defending against, government actions and civil suits based on the content and services we provide through our advertising networks or Internet advertising services network.
          PRC advertising laws and regulations require advertisers, advertising operators and advertising distributors, including businesses such as ours, to ensure that the content of the advertisements they prepare or distribute is fair and accurate and is in full compliance with applicable law. Violation of these laws or regulations may result in penalties, including fines, confiscation of advertising fees, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the PRC government may revoke a violator’s license for advertising business operations.
          As an advertising service provider, we are obligated under PRC laws and regulations to monitor the advertising content that is shown on our advertising networks for compliance with applicable law. In addition, each of our regional distributors is obligated under PRC laws and regulations to monitor the advertising content shown on the portion of our LCD display network each of them operates. In general, the advertisements shown on our advertising network and the portion of our advertising network operated by our regional distributors have previously been broadcast over public television networks and have been subjected to internal review and verification of such networks. We and our regional distributors are still separately required to independently review and verify these advertisements for content compliance before displaying the advertisements. In addition, where a special government review is required for specific product advertisements before broadcasting, we and our regional distributors are separately obligated to confirm that such review has been performed and approval has been obtained. We employ, and our regional distributors are required under the terms of our agreements with them to employ, qualified advertising inspectors who are trained to review advertising content for compliance with relevant PRC laws and regulations. In addition, for advertising content related to specific types of products and services, such as alcohol, cosmetics, pharmaceuticals and medical procedures, we and our distributors are required to confirm that the advertisers have obtained requisite government approvals including the advertiser’s operating qualifications, proof of quality inspection of the advertised products, government pre-approval of the contents of the advertisement and filing with the local authorities. We endeavor to comply, and encourage our regional distributors to take measures to comply, with such requirements, including by requesting relevant documents from the advertisers. Starting in January 2006, we began to operate a network of advertising poster frames placed primarily in elevators and public areas of residential complexes. The advertisements shown on our poster frame network are defined as print advertisements under PRC laws and regulations and are also subject to the same legal requirements as advertisements shown on our LCD display networks. Outdoor advertisements must be registered with the local branch of the State Administration for Industry and Commerce, or SAIC, before dissemination, and advertising distributors are required to submit a registration application form and the content of the advertisement to the local SAIC and receive an advertising registration certificate from the local SAIC. Our reputation will be tarnished and our results of operations may be adversely affected if advertisements shown on our out-of-home television advertising networks, poster frame network, movie theater or outdoor traditional or LED billboard network are provided to us by our advertising clients in violation of relevant PRC advertising laws and regulations or that the supporting documentation and government approvals provided to us by our advertising clients in connection with such advertising content are not complete or that the advertisements that our regional distributors have procured for broadcasting on our network have not received required approval from the relevant local supervisory bodies or are not content compliant.
          In addition, we commenced operation of our traditional billboard network in January 2007. The placement and installation of traditional are subject to municipal zoning requirements and governmental approvals, including application for an outdoor advertising registration certificate for each traditional billboard subject to a term of use for a period of time, which is typically no more than two years for traditional billboards. If the existing traditional billboards placed by our location provider or us are required to be removed, the attractiveness of this portion of our advertising network will be diminished. Moreover, failure by an owner of traditional billboards to maintain outdoor advertising registration certificates would result in the inability to lease or market such space for the placement of advertisements.

18


Table of Contents

          China has also enacted regulations governing telecommunication service providers and the distribution of news and other information. In the past, the Chinese government has stopped the distribution of information over the Internet and telecommunications networks that it believes to violate Chinese law, including content that is pornographic or obscene, incites violence, endangers national security, is contrary to the national interest or is defamatory. If any of the content that we deliver through our Internet advertising network is found to violate Chinese laws and regulations, we could be subject to fines or suspensions.
          Moreover, civil claims may be filed against us for fraud, defamation, subversion, negligence, copyright or trademark infringement or other violations due to the nature and content of the information displayed on our advertising network. If consumers find the content displayed on our advertising network to be offensive, landlords, property managers, other location providers or telecommunication network operators may seek to hold us responsible for any consumer claims or may terminate their relationships with us.
          In addition, if the security of our content management system is breached through the placement of unauthorized compact flash, or CF cards in our flat-panel displays and unauthorized images, text or audio sounds are displayed on our advertising network, viewers or the PRC government may find these images, text or audio sounds to be offensive, which may subject us to civil liability or government censure despite our efforts to ensure the security of our content management system. Any such event may also damage our reputation. If our advertising viewers do not believe our content is reliable or accurate, our business model may become less appealing to viewers in China and our advertising clients may be less willing to place advertisements on our advertising network.
We may be subject to intellectual property infringement claims, which may force us to incur substantial legal expenses and, if determined adversely against us, may materially disrupt our business.
          We cannot be certain that our advertising displays or other aspects of our business do not or will not infringe upon patents, copyrights or other intellectual property rights held by third parties. Although we are not aware of any such claims, we may become subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. If we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives. In addition, we may incur substantial expenses in defending against these third party infringement claims, regardless of their merit. Successful infringement or licensing claims against us may result in substantial monetary liabilities, which may materially and adversely disrupt our business.
Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business.
          We regard our copyrights, trademarks, trade secrets and other intellectual property as critical to our success. Unauthorized use of the intellectual property used in our business may adversely affect our business and reputation.
          We have historically relied on a combination of trademark and copyright law, trade secret protection and restrictions on disclosure to protect our intellectual property rights. We enter into confidentiality and invention assignment agreements with all our employees. We cannot assure you that these confidentiality agreements will not be breached, that we will have adequate remedies for any breach, or that our proprietary technology will not otherwise become known to, or be independently developed by, third parties.
          We are in the process of registering in China many of the trademarks used in our business. We cannot assure you that any of our trademark applications will ultimately proceed to registration or will result in registration with scope adequate for our business. Some of our pending applications or registrations may be successfully challenged or invalidated by others. If our trademark applications are not successful, we may have to use different marks for affected services or technologies, or enter into arrangements with any third parties who may have prior registrations, applications or rights, which might not be available on commercially reasonable terms, if at all.
          In addition, policing unauthorized use of our proprietary technology, trademarks and other intellectual property is difficult and expensive, and litigation may be necessary in the future to enforce our intellectual property

19


Table of Contents

rights. Future litigation could result in substantial costs and diversion of our resources, and could disrupt our business, as well as have a material adverse effect on our financial condition and results of operations.
We face significant competition, and if we do not compete successfully against new and existing competitors, we may lose our market share, and our profitability may be adversely affected.
          We compete with other advertising companies in China. We compete for advertising clients primarily on the basis of network size and coverage, location, price, the range of services that we offer and our brand name. We also face competition from other out-of-home television advertising network operators for access to the most desirable locations in cities in China. Individual buildings, hotels, restaurants and other commercial locations and hypermarket, supermarket and convenience store chains may also decide to independently, or through third-party technology providers, install and operate their own flat-panel television advertising screens. Our in-store network faces competition with similar networks operated by domestic out-of-home advertising companies. Our Internet advertising services compete with those provided by domestic and international advertising agencies, including the WPP Group. We also compete for overall advertising spending with other alternative advertising media companies, such as Internet, wireless communications, street furniture, billboard, frame and public transport advertising companies, and with traditional advertising media, such as newspapers, television, magazines and radio.
          In the future, we may also face competition from new entrants into the out-of-home television advertising sector. Our sector is characterized by relatively low fixed costs and, as is customary in the advertising industry, we do not have exclusive arrangements with our advertising clients. In addition, since December 10, 2005, wholly foreign-owned advertising companies are allowed to operate in China, which may expose us to increased competition from international advertising media companies attracted to opportunities in China.
          Increased competition could reduce our operating margins and profitability and result in a loss of market share. Some of our existing and potential competitors may have competitive advantages, such as significantly greater financial, marketing or other resources, or exclusive arrangements with desirable locations, and others may successfully mimic and adopt our business model. Moreover, increased competition will provide advertisers with a wider range of media and advertising service alternatives, which could lead to lower prices and decreased revenues, gross margins and profits. We cannot assure you that we will be able to successfully compete against new or existing competitors.
We do not maintain any business liability disruption or litigation insurance coverage for our operations, and any business liability, disruption or litigation we experience might result in our incurring substantial costs and the diversion of resources.
          The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products and do not, to our knowledge, offer business liability insurance. While business disruption insurance is available to a limited extent in China, we have determined that the risks of disruption, cost of such insurance and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. As a result, we do not have any business liability, disruption or litigation insurance coverage for our operations in China. Any business disruption or litigation may result in our incurring substantial costs and the diversion of resources.
We may become a passive foreign investment company, or PFIC, which could result in adverse United States federal income tax consequences to U.S. investors.
          Based upon the past and projected composition of our income and valuation of our assets, including goodwill, we believe we were not a passive foreign investment company, or PFIC, for 2009, we do not expect to be a PFIC for 2010, and we do not expect to become one in the future, although there can be no assurance in this regard. Furthermore, it is not entirely clear how the contractual arrangements between us and our consolidated VIEs will be treated for purposes of the PFIC rules. If, however, we were a PFIC, such characterization could result in adverse United States federal income tax consequences to you if you are a U.S. investor. For example, if we are a PFIC, our U.S. investors will become subject to increased tax liabilities under United States federal income tax laws and regulations and will become subject to burdensome reporting requirements. The determination of whether or not we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to

20


Table of Contents

time. Specifically, we will be classified as a PFIC for United States federal income tax purposes if either: (i) 75% or more of our gross income in a taxable year is passive income, or (ii) the average percentage of our assets by value in a taxable year which produce or are held for the production of passive income (which includes cash) is at least 50%. The calculation of the value of our assets will be based, in part, on the then market value of our ADSs, which is subject to change. We cannot assure you that we will not be a PFIC for 2010 or any future taxable year. For more information on PFICs, see “Item 10.E Additional Information — Taxation — United States Federal Income Taxation”.
Risks Relating to Regulation of Our Business and to Our Structure
If the PRC government finds that the agreements that establish the structure for operating our China business do not comply with PRC governmental restrictions on foreign investment in the advertising industry, we could be subject to severe penalties.
          Substantially all of our operations are or will be conducted through our indirectly wholly-owned operating subsidiaries in China, which we collectively refer to as our PRC operating subsidiaries, and through our contractual arrangements with our consolidated affiliated entities in China. PRC regulations require any foreign entities that invest directly in the advertising services industry to have at least two years of direct operations in the advertising industry outside of China. Since December 10, 2005, foreign investors have been allowed to own directly 100% of PRC companies operating an advertising business if the foreign entity has at least three years of direct operations in the advertising business outside of China or less than 100% if the foreign investor has at least two years of direct operations in the advertising industry outside of China. We do not currently directly operate an advertising business outside of China and cannot qualify under PRC regulations any earlier than two or three years after we commence any such operations outside of China or until we acquire a company that has directly operated an advertising business outside of China for the required period of time. Accordingly, our PRC operating subsidiaries which are directly owned by non-PRC subsidiaries of ours, which we collectively refer to as wholly-foreign owned, or WFOE, operating subsidiaries, are currently ineligible to apply for the required licenses for providing advertising services in China. Our non-PRC subsidiaries are ineligible to apply for such required licences too. As such, our advertising businesses are currently primarily provided through contractual arrangements between our WFOE operating subsidiaries and our consolidated affiliated entities in China, which we collectively refer to as our PRC operating affiliates. These PRC operating affiliates include (i) Shanghai Focus Media Advertisement Co., Ltd. and its subsidiaries with regard to our out-of-home television networks, (ii) a group of PRC companies, including Framedia Advertisement, Guangdong Framedia and New Structure Advertisement, with regard to our poster frame network which operate the business of Framedia, and which we refer to as the Framedia operating affiliates, (iii) a group of PRC companies with regard to our online advertising agency business which operate the business of Allyes, and which we refer to as the Allyes operating affiliates, (iv) Shanghai Xinnuo Advertisement Co., which we refer to as the Huaguang operating affiliate that operate our traditional billboard network, and (v) a group of PRC operating affiliates, referred to as Yangshi Sanwei operating affiliates, that operate our movie theatre advertising network. The PRC restriction on foreign investment in advertising industry, however, does not apply to wholly foreign owned subsidiaries established in China, or WFOEs, and WFOEs may establish PRC subsidiaries to operate advertising business directly in China. Accordingly, a portion of the operations of our commercial location network are conducted by our indirect PRC subsidiaries owned by our WFOE operating subsidiaries. Accordingly, our advertising services are currently conducted by (i) our indirect PRC operating subsidiaries and (ii) our PRC operating affiliates. Our PRC operating affiliates, which we control through contractual relationships are owned by either (i) one or more PRC citizens designated by us, (ii) one or more PRC entities owned by our subsidiaries or by our designated appointees or (iii) a combination of PRC citizens and PRC entities owned by our subsidiaries designated by us or our designated appointees. Our PRC operating affiliates, certain of their respective subsidiaries and certain of our indirect PRC operating subsidiaries hold the requisite licenses to provide advertising services in China. Our PRC operating affiliates and their respective subsidiaries directly operate our advertising network. While our indirect PRC operating subsidiaries are eligible for the required licenses for providing advertising services in China and some of our indirect PRC operating subsidiaries have obtained such licenses, we have been using and are expected to continue to use PRC operating affiliates and their subsidiaries to operate a significant portion of our advertising business for the foreseeable future. We have entered into contractual arrangements with PRC operating affiliates and their respective subsidiaries, pursuant to which we, through our PRC operating subsidiaries or non-PRC subsidiaries, provide technical support and consulting services to our PRC operating affiliates and their subsidiaries. In addition, we have entered into agreements with our PRC operating affiliates and each of their

21


Table of Contents

shareholders which provide us with the substantial ability to control these affiliates and their existing and future subsidiaries.
          Jason Nanchun Jiang, who is one of the shareholders of a number of the PRC operating affiliates that hold the advertising operating licenses connected with our operating businesses, completed procedures to take on citizenship of another jurisdiction in the second quarter of 2009. Based on enquiries and discussions with the relevant PRC regulatory authorities, we have been informed that Jason Nanchun Jiang’s change in citizenship does not change the status and nature related to our PRC operating affiliates and we believe such change will not have any material adverse effect on our business operations.
          If we, our existing or future PRC operating subsidiaries and affiliates are found to be in violation of any existing or future PRC laws or regulations or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities, including the State Administration for Industry and Commerce, or SAIC, which regulates advertising companies, would have broad discretion in dealing with such violations, including:
    revoking the business and operating licenses of our PRC subsidiaries and affiliates;
 
    discontinuing or restricting our PRC subsidiaries’ and affiliates’ operations;
 
    imposing conditions or requirements with which we or our PRC subsidiaries and affiliates may not be able to comply;
 
    requiring us or our PRC subsidiaries and affiliates to restructure the relevant ownership structure or operations; or
 
    restricting or prohibiting our use of the proceeds of this offering to finance our business and operations in China.
          The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business.
We use contractual arrangements with our PRC operating affiliates and their subsidiaries and shareholders for a significant portion of our China operations, which may not be as effective in providing operational control as direct ownership.
          We have in the past used, and will continue in the future to use, contractual arrangements with our PRC operating affiliates and their respective subsidiaries and shareholders to operate a significant portion of our advertising business. For a description of these contractual arrangements, see the sections titled “Organizational Structure” “Business Overview — Recent Developments” in Item 4. “Information on the Company” and “Item 7. — Major Shareholders and Related Party Transactions”. These contractual arrangements may not be as effective in providing us with control over our PRC operating affiliates and their subsidiaries as direct ownership. If we had direct ownership of our PRC operating affiliates and their respective subsidiaries, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of those companies, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. However, under the current contractual arrangements, as a legal matter, if our PRC operating affiliates or any of their subsidiaries and shareholders fails to perform its or his respective obligations under these contractual arrangements, we may have to incur substantial costs and resources to enforce such arrangements, and rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you to be effective. For example, if any PRC citizen designated by us as the shareholder were to refuse to transfer his equity interest in any of our PRC operating affiliates to us or our designee when we exercise the purchase option pursuant to these contractual arrangements, or if the PRC shareholder was otherwise to act in bad faith toward us, then we may have to take legal action to compel him to fulfill his contractual obligations. Accordingly, it may be difficult for us to change our corporate structure or to bring claims against our PRC operating affiliates if they do not perform their obligations under its contracts with us or if any of the PRC citizens who hold the equity interest in our PRC operating affiliates do not cooperate with any such actions.

22


Table of Contents

          Many of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through either arbitration or litigation in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over our operating entities, and our ability to conduct our business may be negatively affected.
Contractual arrangements we have entered into among our subsidiaries and affiliated entities may be subject to scrutiny by the PRC tax authorities and a finding that we owe additional taxes or are ineligible for our tax exemption, or both, could substantially increase our taxes owed, and reduce our net income and the value of your investment.
          Under PRC law, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. If any of the transactions we have entered into among our subsidiaries and affiliated entities are found not to be on an arm’s-length basis, or to result in an unreasonable reduction in tax under PRC law, the PRC tax authorities have the authority to disallow our tax savings, adjust the profits and losses of our respective PRC entities and assess late payment interest and penalties. See “Item 5. Operating and Financial Review and Prospects — Taxation” for a discussion of the transactions referred to above. A finding by the PRC tax authorities that any of our PRC operating subsidiaries or affiliated entities are ineligible for their tax exemptions, would substantially increase our taxes owed and reduce our net income and the value of your investment. As a result of this risk, you should evaluate our results of operations and financial condition without regard to these tax savings.
          We rely principally on dividends and other distributions on equity paid by our wholly-owned operating subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our operating subsidiary to pay dividends to us could have a material adverse effect on our ability to conduct our business.
          We are a holding company, and we rely principally on dividends and other distributions on equity paid by our PRC operating subsidiaries for our cash requirements, including the funds necessary to service any debt we may incur. If any of our PRC operating subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements our PRC operating subsidiaries currently have in place with our PRC operating affiliates and their respective subsidiaries in a manner that would materially and adversely affect our PRC operating subsidiaries’ ability to pay dividends and other distributions to us. Furthermore, relevant PRC laws and regulations permit payments of dividends by our PRC operating subsidiaries only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations. Under PRC laws and regulations, each of our PRC operating subsidiaries is also required to set aside a portion of its net income each year to fund specific reserve funds. These reserves are not distributable as cash dividends. In addition, subject to certain cumulative limits, the statutory general reserve fund requires annual appropriations of 10% of after-tax income to be set aside prior to payment of dividends. As a result of these PRC laws and regulations, our PRC operating subsidiaries and our PRC operating affiliates are restricted in their ability to transfer a portion of their net assets to us whether in the form of dividends, loans or advances. As of December 31, 2009, the amount of these restricted portions was approximately $789.6 million. Any limitation on the ability of our PRC operating subsidiaries to pay dividends to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends, or otherwise fund and conduct our business.
Our business operations may be affected by legislative or regulatory changes.
          There are no existing PRC laws or regulations that specifically define or regulate out-of-home television. Changes in laws and regulations or the enactment of new laws and regulations governing placement or content of out-of-home advertising, our business licenses or otherwise affecting our business in China may materially and adversely affect our business prospects and results of operations. An example of regulatory changes that affected our business was the introduction of “anti-spam” rules governing the sending of SMS messages without a user’s consent. These changes in rules governing wireless services contributed to a market environment that eventually

23


Table of Contents

contributed to our decision to terminate our mobile handset advertising network in April and December 2008. Further, in 2009, in response to a regulation promulgated by Shanghai Municipality Government in early 2009, the operation of its boat-based advertising platform on the Huangpu River. Accordingly, we recorded an aggregate impairment loss of $36.9 million for the year ended December 31, 2009.
PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC operating subsidiaries and affiliates.
          As an offshore holding company of our PRC operating subsidiaries and affiliates, we may make loans to our PRC subsidiaries and consolidated PRC affiliated entities, or we may make additional capital contributions to our PRC subsidiaries. Any loans to our PRC subsidiaries or consolidated PRC affiliated entities are subject to PRC regulations and approvals. For example:
    loans by us to our foreign invested enterprises to finance their respective activities cannot exceed statutory limits and must be registered with the PRC State Administration of Foreign Exchange or its local counterpart; and
 
    loans by us to our PRC operating affiliates or their respective subsidiaries, which are domestic PRC enterprises, must be approved by the relevant government authorities and must also be registered with the PRC State Administration of Foreign Exchange or its local counterpart.
          We may also determine to finance our PRC foreign invested enterprises by means of capital contributions. These capital contributions must be approved by the PRC Ministry of Commerce or its local counterpart. Because our PRC operating affiliates and their respective subsidiaries are domestic PRC enterprises, we are not likely to finance their activities by means of capital contributions due to regulatory issues relating to foreign investment in domestic PRC enterprises, as well as the licensing and other regulatory issues discussed in “Business Overview — Regulatory Matters” of Item 4. “Information on the Company” of this annual report. We cannot assure you that we can obtain these government registrations or approvals on a timely basis, if at all, with respect to future loans or capital contributions by us to our PRC operating affiliates or any of their respective subsidiaries. If we fail to receive such registrations or approvals, our ability to use the proceeds of this offering and to capitalize our PRC operations would be negatively affected which would adversely and materially affect our liquidity and our ability to expand our business.
Risks Relating to the People’s Republic of China
          Substantially all of our assets are located in China and substantially all of our revenues are derived from our operations in China. Accordingly, our business, financial condition, results of operations and prospects are subject, to a significant extent, to economic, political and legal developments in China.
The PRC’s economic, political and social conditions, as well as governmental policies, could affect the financial markets in China and our liquidity and access to capital and our ability to operate our business.
          The PRC economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth over the past, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on us. For example, under current PRC regulations, since December 10, 2005, foreign entities have been allowed to directly own 100% of a PRC advertising business if the foreign entity has at least three years of direct operations of an advertising business outside of China, or to directly own less than 100% of a PRC advertising business if the foreign entity has at least two years of direct operations of an advertising business outside of China. This may encourage foreign advertising companies with more experience, greater technological know-how and more extensive financial resources than we have to compete against us and

24


Table of Contents

limit the potential for our growth. Moreover, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.
          The PRC economy has been transitioning from a planned economy to a more market-oriented economy. Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency- denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Since late 2003, the PRC government implemented a number of measures, such as raising bank reserves against deposit rates to place additional limitations on the ability of commercial banks to make loans and raise interest rates, in order to slow down specific segments of China’s economy which it believed to be overheating. These actions, as well as future actions and policies of the PRC government, could materially affect our liquidity and access to capital and our ability to operate our business.
The PRC legal system embodies uncertainties which could limit the legal protections available to you and us.
          The PRC legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past 26 years has significantly enhanced the protections afforded to various forms of foreign investment in China. Each of our PRC operating subsidiaries and affiliates is subject to PRC laws and regulations. However, these laws, regulations and legal requirements change frequently, and their interpretation and enforcement involve uncertainties. For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. For example, these uncertainties may impede our ability to enforce the contracts we have entered into with Focus Media Advertisement and its subsidiaries. In addition, such uncertainties, including the inability to enforce our contracts, could materially and adversely affect our business and operation. In addition, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the PRC legal system, particularly with regard to the advertising industry, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with Focus Media Advertisement and its subsidiaries, and other foreign investors, including you.
If tax benefits currently available to us in PRC were no longer available under the new Enterprise Income Taxes (“EIT”) law which became effective on January 1, 2008, our effective income tax rates for our PRC operations could increase.
          We are incorporated in the Cayman Islands where no income taxes are imposed.
          We generated substantially all our net income from our PRC operations. Our China operations are conducted through various subsidiaries and variable interest entities, or VIEs. Prior to January 1, 2008, pursuant to the PRC Income Tax Laws, our subsidiaries and VIEs were generally subject to EIT at a statutory rate of 33%, which comprised 30% national income tax and 3% local income tax. Some of the Company’s subsidiaries and VIEs were newly incorporated enterprises engaged in advertising industry which were entitled to a two-year tax exemption holiday, commencing from the first operating year. One of our VIEs, Beijing Focus Media Wireless Co., Ltd., was a qualified new technology enterprise and under PRC Income Tax Laws and thus enjoyed 0% for 2009 and will enjoy a 50% reduction off the tax rate from 2009 through 2011 based on the transitional rule under the New Law. For the years ended December 31, 2008 and 2009, Beijing Focus Media Wireless Co., Ltd., was subject to a preferential tax rate of 0% and 10% accordingly.

25


Table of Contents

          The newly enacted PRC Enterprise Income Tax Law, or the New Law, and the implementation regulations to the EIT Law issued by the PRC State Council, became effective as of January 1, 2008. Under the New Law, China adopted a uniform tax rate of 25% for all enterprises (including domestically-owned enterprises and foreign-invested enterprises) and revoked the previous tax exemption, reduction and preferential treatments applicable to foreign-invested enterprises. There is a transition period for enterprises, whether foreign-invested or domestic, which received preferential tax treatments granted by relevant tax authorities prior to January 1, 2008. Enterprises that were subject to an enterprise income tax rate lower than 25% prior to January 1, 2008 may continue to enjoy the lower rate and gradually transition to the new tax rate within five years after the effective date of the new law. Enterprises that were entitled to exemptions or reductions from the standard income tax rate for a fixed term prior to January 1, 2008 may continue to enjoy such treatment until the fixed term expires. Preferential tax treatments may continue to be granted to industries and projects that are strongly supported and encouraged by the state, and enterprises that qualify as “High and New Technology Enterprise” (“HNTE”) are entitled to a 15% enterprise income tax rate or if the HNTE is registered in some specific areas designated by the State Council, may further entitled to a full exemption from EIT for the first 2 years, and a 50% tax reduction in the following 3 years. Currently, one of the Company’s subsidiaries is in the process of applying for HNTE status in China. This tax status, along with the applicable tax holidays, will allow the subsidiary to benefit from a 0% tax rate for year 2010. The Company believes that it will receive the approval by the appropriate government authorities within 2010
          Most of the Company’s subsidiaries and VIEs have completed transition from 33% to 25% starting from January 1, 2008. Those that currently enjoy a lower tax rate of 15% will gradually transition to the uniform tax rate of 25% from 2008 to 2012 unless the Company obtains the HNTE status under the new tax law.
Dividends we receive from our operating subsidiaries located in the PRC may be subject to PRC withholding tax.
          The New Law, and the implementation regulations for the New Law issued by the PRC State Council, became effective as of January 1, 2008. The New Law provides that a maximum income tax rate of 20% may be applicable to dividends payable to non-PRC investors that are “non-resident enterprises,” to the extent such dividends are derived from sources within the PRC, and the State Council has reduced such rate to 10% through the implementation regulations. We are a Cayman Islands holding company and substantially all of our income may be derived from dividends we receive from our operating subsidiaries located in the PRC. Thus, dividends paid to us by our subsidiaries in China may be subject to the 10% income tax if we are considered as a “non-resident enterprise” under the New Law. If we are required under the New Law to pay income tax for any dividends we receive from our subsidiaries, it will materially and adversely affect the amount of dividends, if any, we may pay to our shareholders and ADS holders.
We may be deemed a PRC resident enterprise under the New Law and be subject to the PRC taxation on our worldwide income.
          The New Law also provides that enterprises established outside of China whose “de facto management bodies” are located in China are considered “resident enterprises” and are generally subject to the uniform 25% enterprise income tax rate as to their worldwide income. Under the implementation regulations for the New Law issued by the PRC State Council, “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise. Although substantially all of our operational management is currently based in the PRC, it is unclear whether PRC tax authorities would require (or permit) us to be treated as a PRC resident enterprise. If we are treated as a resident enterprise for PRC tax purposes, we will be subject to PRC tax on our worldwide income at the 25% uniform tax rate, which could have an impact on our effective tax rate and an adverse effect on our net income and results of operations, although dividends distributed from our PRC subsidiaries to us could be exempt from Chinese dividend withholding tax, since such income is exempted under the new New Law to a PRC resident recipient.
Dividends payable by us to our foreign investors and gain on the sale of our ADSs or ordinary shares may become subject to taxes under PRC tax laws.
          Under the New Law and implementation regulations issued by the State Council, PRC income tax at the rate of 10% is applicable to dividends payable to investors that are “non-resident enterprises,” which do not have an

26


Table of Contents

establishment or place of business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends have their sources within the PRC. Similarly, any gain realized on the transfer of ADSs or shares by such investors is also subject to 10% PRC income tax if such gain is regarded as income derived from sources within the PRC. If we are considered a PRC “resident enterprise,” it is unclear whether dividends we pay with respect to our ordinary shares or ADSs, or the gain you may realize from the transfer of our ordinary shares or ADSs, would be treated as income derived from sources within the PRC and be subject to PRC tax. If we are required under the New Law to withhold PRC income tax on dividends payable to our non-PRC investors that are “non-resident enterprises,” or if you are required to pay PRC income tax on the transfer of our ordinary shares or ADSs, the value of your investment in our ordinary shares or ADSs may be materially and adversely affected.
          The New Law also provides that dividend income between “qualified resident enterprises” is exempted income, which may imply that dividends we receive from our PRC subsidiaries would be exempt from tax, but we cannot assure you that we will be able to obtain such treatment for dividends paid to us by our PRC subsidiaries. Moreover, if we are deemed to be a PRC resident enterprise under the New law, a foreign investor in us may be able to claim the benefits of any income tax treaty between his or her resident country and China. We cannot assure you, however, that treaty benefits will be available to you (for example with respect to the withholding tax rate on dividends) even if we are deemed a PRC resident enterprise.
Recent PRC regulations relating to offshore investment activities by PRC residents may increase our administrative burden and restrict our overseas and cross-border investment activity. If our shareholders who are PRC residents fail to make any required applications and filings under such regulations, we may be unable to distribute profits and may become subject to liability under PRC laws.
          The PRC National Development and Reform Commission, or NDRC, and SAFE recently promulgated regulations that require PRC residents and PRC corporate entities to register with and obtain approvals from relevant PRC government authorities in connection with their direct or indirect offshore investment activities. These regulations apply to our shareholders who are PRC residents and may apply to any offshore acquisitions that we make in the future.
          Under the SAFE regulations, PRC residents who make, or have previously made, direct or indirect investments in offshore companies will be required to register those investments. In addition, any PRC resident who is a direct or indirect shareholder of an offshore company is required to file with the local branch of SAFE, with respect to that offshore company, any material change involving capital variation, such as an increase or decrease in capital, transfer or swap of shares, merger, division, long term equity or debt investment or creation of any security interest over the assets located in China. If any PRC shareholder fails to make the required SAFE registration, the PRC subsidiaries of that offshore parent company may be prohibited from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation, to their offshore parent company, and the offshore parent company may also be prohibited from injecting additional capital into their PRC subsidiaries. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.
          We cannot assure you that all of our shareholders who are PRC residents will comply with our request to make or obtain any registrations or approvals required under these regulations or other related legislation. Furthermore, as the regulations are relatively new, the PRC government has yet to publish implementing rules, and much uncertainty remains concerning the reconciliation of the new regulations with other approval requirements. It is unclear how these regulations, and any future legislation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. The failure or inability of our PRC resident shareholders to comply with these regulations may subject us to fines and legal sanctions, restrict our overseas or cross-border investment activities, limit our ability to inject additional capital into our PRC subsidiaries and the ability of Focus Media Technology, Focus Media Digital, New Focus Media Advertisement, New Focus Media Agency, Focus Media Defeng Advertisement, Framedia Investment or New Allyes Technology, our PRC subsidiaries, to make distributions or pay dividends, or materially and adversely affect our ownership structure. If any of the foregoing events occur, our acquisition strategy and business operations and our ability to distribute profits to you could be materially and adversely affected. See “Exchange Controls” in Item 10. “Additional Information” in this annual report.

27


Table of Contents

The PRC tax authorities may require us to pay additional taxes in connection with our acquisitions of offshore entities that conducted their PRC operations through their affiliates in China.
          Our operations and transactions are subject to review by the PRC tax authorities pursuant to relevant PRC laws and regulations. However, these laws, regulations and legal requirements change frequently, and their interpretation and enforcement involve uncertainties. For example, in the case of some of our acquisitions of offshore entities that conducted their PRC operations through their affiliates in China, we cannot assure you that the PRC tax authorities will not require us to pay additional taxes in relation to such acquisitions, in particular where the PRC tax authorities take the view that the previous taxable income of the PRC affiliates of the acquired offshore entities needs to be adjusted and additional taxes be paid. In the event that the sellers failed to pay any taxes required under PRC law in connection with these transactions, the PRC tax authorities might require us to pay the tax, together with late-payment interest and penalties. See “Item 5. Operating and Financial Review and Prospects — Acquisitions”.
A PRC rule on mergers and acquisitions may subject us to sanctions, fines and other penalties and affect our future business growth through acquisition of complementary business.
          On August 8, 2006, six PRC government and regulatory authorities, including the PRC Ministry of Commerce and the Chinese Securities Regulatory Commission, or the CSRC, promulgated a rule entitled “Provisions regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors,” or the New M&A Rule, which became effective on September 8, 2006. The New M&A Rule, among other things, requires that an offshore special purpose vehicle, or SPV, formed for the listing purpose through acquisition of a PRC domestic entity and controlled by PRC residents should obtain approval from the CSRC prior to publicly listing its securities on an overseas stock market. Based on consultation with the International Department of the CSRC regarding its interpretation of the New M&A Rule, our PRC counsel, Global Law Offices, advised us that the CSRC approval was not required for the listing of our ADSs on Nasdaq Global Market and subsequent offerings. However, we cannot assure you that the relevant PRC government agency, including the Ministry of Commerce or other applicable departments of the CSRC, would reach the same conclusion as our PRC counsel. If the CSRC or other PRC regulatory body subsequently determines that the CSRC’s approval was, or will be, required for future offerings of our ADSs on Nasdaq Global Market, and we may face sanctions by the CSRC or other PRC regulatory agencies. In such event, these regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the repatriation of the proceeds from any offering of our ADSs into the PRC, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs.
          The New M&A Rule also established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. In the future, we may grow our business in part by acquiring complementary businesses, although we do not have any plans to do so at this time. Complying with the requirements of the New M&A Rule to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the Ministry of Commerce, may delay or inhibit the completion of such transactions, which could affect our ability to expand our business or maintain our market share.
Restrictions on currency exchange may limit our ability to utilize our revenues effectively.
          Substantially all of our revenues and operating expenses are denominated in Renminbi. The Renminbi is currently convertible under the “current account”, which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account”, which includes foreign direct investment and loans. Currently, each of Focus Media Technology and Framedia Investment may purchase foreign exchange for settlement of “current account transactions”, including payment of dividends to us, without the approval of SAFE. However, we cannot assure you that the relevant PRC governmental authorities will not further limit or eliminate our ability to purchase foreign currencies in the future. Since a significant amount of our future revenues will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize revenues generated in Renminbi to fund our business activities outside China, if any, or expenditures denominated in foreign currencies. Foreign exchange transactions under the capital account are still subject to limitations and

28


Table of Contents

require approvals from, or registration with, the State Administration of Foreign Exchange and other relevant PRC governmental authorities. This could affect the ability of each of Focus Media Technology and Framedia Investment to obtain foreign exchange through debt or equity financing, including by means of loans or capital contributions from us. It may also restrict our ability to remit amounts overseas including to our Cayman Islands holding company. If we transfer amounts in Remninbi to overseas accounts, it may be deemed a dividend paid on profits which is subject to PRC taxation, which could affect the feasibility and efficiency of conducting actions overseas, such as issuing dividends to shareholders, conducting share repurchase programs or otherwise.
Fluctuations in exchange rates could result in foreign currency exchange losses.
          Appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Since July 2005 the Renminbi is no longer pegged solely to the U.S. dollar. Instead, it is reported to be pegged against a basket of currencies, determined by the People’s Bank of China, against which it can rise or fall by as much as 0.3% each day. This change in policy has resulted in the gradual increase in the value of the Renminbi against the U.S. dollar over time. As of June 18, 2009, the Renminbi had appreciated approximately 17.5% against the U.S. dollar since July 21, 2005. On June 18, 2008, the Renminbi was valued against the U.S. dollar at approximately RMB 6.8267 to the U.S. dollar. The Renminbi may appreciate or depreciate significantly in value against the U.S. dollar in the long term, depending on the fluctuation of the basket of currencies against which it is currently valued or it may be permitted to enter into a full float, which may also result in a significant appreciation or depreciation of the Renminbi against the U.S. dollar. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue in the future which will be exchanged into U.S. dollars and earnings from and the value of any U.S. dollar-denominated investments we make in the future.
          Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to successfully hedge our exposure at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency.
Our financial and operating performance may be adversely affected by epidemics, natural disasters and other catastrophes
          From December 2002 to June 2003, China and other countries experienced an outbreak of a new and highly contagious form of atypical pneumonia now known as severe acute respiratory syndrome, or SARS. On July 5, 2003, the World Health Organization declared that the SARS outbreak had been contained. Since September 2003, however, a number of isolated new cases of SARS have been reported, most recently in central China in April 2004. During May and June of 2003, many businesses in China were closed by the PRC government to prevent transmission of SARS. In addition, many countries, including China, have encountered incidents of the H5N1 strain of bird flu, or avian flu. This disease, which is spread through poultry populations, is capable in some circumstances of being transmitted to humans and is often fatal. In April 2009, an outbreak of the H1N1 virus, also commonly referred to as “swine flu”, occurred in Mexico and spread to other countries. Cases of swine flu were reported in Hong Kong and mainland China. A new outbreak of SARS or an outbreak of avian or swine flu may result in health or other government authorities requiring the closure of our offices or other businesses, including office buildings, retail stores and other commercial venues, which comprise the primary locations where we provide our out-of-home television and poster frame advertising services. Any recurrence of the SARS outbreak, an outbreak of avian or swine flu or a development of a similar health hazard in China, may deter people from congregating in public places, including a range of commercial locations such as office buildings and retail stores. Such occurrences would severely impact the value of our LCD display and poster frame networks to advertisers, significantly reduce the advertising time purchased by advertisers and severely disrupt our business and operations. In addition, losses caused by epidemics, natural disasters and other catastrophes, including earthquakes or typhoons, are either uninsurable or too expensive to justify insuring against in China. In the event an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a hotel, as well as the anticipated future revenues from the hotel. In that event, we might nevertheless remain obligated for any financial commitments related to the hotel.

29


Table of Contents

          Similarly, war (including the potential of war), terrorist activity (including threats of terrorist activity), social unrest and heightened travel security measures instituted in response, travel-related accidents, as well as geopolitical uncertainty and international conflict, will affect travel and may in turn have a material adverse effect on our business and results of operations. In addition, we may not be adequately prepared in contingency planning or recovery capability in relation to a major incident or crisis, and as a result, our operational continuity may be adversely and materially affected and our reputation may be harmed.
Risks Relating to Our ADSs and Our Trading Markets
The price of our ADSs has been volatile and may continue to be volatile, which may make it difficult for holders to resell the ADSs when desired or at attractive prices.
          The trading price of our ADSs has been and may continue to be subject to wide fluctuations. Since July 13, 2005, the closing prices of our ADSs on the Nasdaq Global Market has ranged from a low of $4.84 to a high of $65.88 per ADS and the last reported sale price on June 28, 2010 was $17.05. From July 13, 2005 until April 10, 2007, we used an ADS-to-share ratio of 10-to-one. Starting April 11, 2007, we reduced this ratio to five-to-one. All ADS trading prices on the Nasdaq set forth in this annual report, including historical trading and closing prices, have been adjusted to reflect the new ADS-to-share ratio of five-to-one. Our ADS price may fluctuate in response to a number of events and factors. The financial markets in general, and the market prices for many PRC companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies.
          In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for specific business reasons. Factors such as variations in our revenues, earnings and cash flow, announcements of new investments, cooperation arrangements or acquisitions, and fluctuations in market prices for our advertising network could cause the market price for our ADSs to change substantially. Any of these factors may result in large and sudden changes in the volume and price at which our ADSs will trade. We cannot give any assurance that these factors will not occur in the future.
As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain NASDAQ corporate governance standards applicable to U.S. issuers, including the requirement for shareholder approval of private placements of shares at a price less than the greater of book value and market value . This may afford less protection to holders of our ordinary shares and ADSs.
          The NASDAQ Marketplace Rules in general require listed companies to follow a stipulated set of corporate governance practices. As a foreign private issuer, we are permitted to, and we will, follow home country corporate governance practices instead of certain requirements of the NASDAQ Marketplace Rules, including, among others, the shareholder approval rules. The corporate governance practice in our home country, the Cayman Islands, does not require shareholder approval for the issuance of shares in a private placement at a price less than the greater of book value and market value, provided that the directors consider the issue price represents fair value for the shares being issued. We currently rely upon the relevant home country exemption in lieu of the requirement for shareholder approval of such share issuances. For example, in connection with the subscription for our ordinary shares by JJ Media Investment Holding Limited (an entity owned by Jason Nanchun Jiang) in September 2009, our audit committee approved a price equal to the per-share equivalent average trading price of our ADSs during the twenty days prior to the subscription date, which in the event was slightly lower than market value but which our directors considered to represent fair value. As a result, you may receive less shareholder protection from dilution and other matters than if we were not a foreign private issuer.
We have in the past failed to comply with Nasdaq Listing Rules, including the timely filing of our annual report and maintaining a majority of independent directors on our board of directors.
          Our failure to timely file our 2006 annual report on Form 20-F subjected us to delisting review by the Nasdaq Listing Qualifications Panel. In addition, in the past we previously failed to maintain a majority of independent directors on our board of directors, which put us out of compliance with Nasdaq Listing Rule 5605. See “Management”. On October 4, 2007, we received a letter from Nasdaq Listing Qualifications notifying us that we had regained compliance with all Nasdaq listing qualifications by filing our annual report for 2006.

30


Table of Contents

          Our historical failure to comply with Nasdaq Listing Rules has on one occasion subjected us to delisting review. If for any reason we fail to maintain compliance with Nasdaq Listing Rules in the future, we could be subject to additional delisting procedures and sanctions, which could affect our reputation and the market value of our securities, and could result in shareholder litigation, which may divert the attention of our management and force us to expend resources to defend against such claims. Any litigation may have a material and adverse effect on our business and future results of operations.
A significant percentage of our outstanding ordinary shares is beneficially owned by JJ Media Investment Holding Limited, an entity owned by Jason Nanchun Jiang, our founder, chairman and chief executive officer, and as a result, he may have significantly greater influence on us and our corporate actions by nature of the size of his shareholdings relative to our public shareholders.
          Jason Nanchun Jiang beneficially owns approximately 19.3% of our outstanding ordinary shares through his investment entity JJ Media Investment Holding Limited. Accordingly, Jason Nanchun Jiang has significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. Further, Jason Nanchun Jiang is also one of two shareholders of certain of our affiliated PRC entities with which we have contractual arrangements that are essential to our business. The continuing cooperation of these PRC affiliated entities, and their shareholders, branches and subsidiaries, is important to our business. Without Jason Nanchun Jiang’s consent, we could be prevented from entering into transactions or conducting business that could be beneficial to us. Accordingly, Mr. Jiang’s control of Focus Media Advertisement could hinder any change in control of our business, particularly where such change of control would benefit shareholders other than Mr. Jiang. It would be difficult for us to change our corporate structure if any disputes arise between us and Mr. Jiang or if he fails to carry out his contractual and fiduciary obligations to us. Thus, Jason Nanchun Jiang’s interests as an officer and employee may differ from his interests as a shareholder or from the interests of our other shareholders, including you.
Anti-takeover provisions in our charter documents may discourage any hostile acquisition attempt by a third party, which could limit our shareholders’ opportunity to sell their shares at a premium.
          Our amended and restated memorandum and articles of association include provisions that could limit the ability of others to acquire control of us, modify our structure or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction.
          For example, our board of directors will have the authority, without further action by our shareholders, to issue preference shares in one or more series and to fix the powers and rights of these shares, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares. Preference shares could thus be issued quickly with terms calculated to delay or prevent a change in control or make removal of management more difficult. In addition, if the Board of Directors issues preference shares, the market price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be adversely affected.
          In addition, some actions require the approval of a supermajority of at least two thirds of our board of directors which, among other things, would allow our non-independent directors to block a variety of actions or transactions, such as a merger, asset sale or other change of control, even if all of our independent directors unanimously voted in favor of such action, further depriving our shareholders of an opportunity to sell their shares at a premium. In addition, our directors serve terms of three years each, which terms are not staggered. The length of these terms could present an additional obstacle against the taking of an action, such as a merger or other change of control, that could be in the interest of our shareholders.
We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you may have less protection of your shareholder rights than you would under U.S. law.

31


Table of Contents

          Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Cayman Islands Companies Law and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.
          As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.
Judgments obtained against us by our shareholders may not be enforceable.
          We are a Cayman Islands company and substantially all of our assets are located outside of the United States. All of our current operations are conducted in the PRC. In addition, most of our directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets of these persons are located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, most of whom are not resident in the United States and the substantial majority of whose assets are located outside of the United States. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of United States courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. In addition, there is uncertainty as to whether such Cayman Islands or PRC courts would be competent to hear original actions brought in the Cayman Islands or the PRC against us or such persons predicated upon the securities laws of the United States or any state.
The voting rights of holders of ADSs are limited by the terms of the deposit agreement.
          Holders of our ADSs may only exercise their voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Upon receipt of voting instructions from a holder of ADSs in the manner set forth in the deposit agreement, the depositary will endeavor to vote the underlying ordinary shares in accordance with these instructions. Under our amended and restated memorandum and articles of association and Cayman Islands law, the minimum notice period required for convening a general meeting is ten days. When a general meeting is convened, you may not receive sufficient notice of a shareholders’ meeting to permit you to withdraw your ordinary shares to allow you to cast your vote with respect to any specific matter at the meeting. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ordinary shares are not voted as you requested.
The depositary for our ADSs will give us a discretionary proxy to vote our ordinary shares underlying your ADSs if you do not vote at shareholders’ meetings, except in limited circumstances, which could adversely affect your interests.
          Under the deposit agreement for the ADSs, the depositary will give us a discretionary proxy to vote our ordinary shares underlying your ADSs at shareholders’ meetings if you do not vote, unless:

32


Table of Contents

    we have failed to timely provide the depositary with our notice of meeting and related voting materials;
 
    we have instructed the depositary that we do not wish a discretionary proxy to be given;
 
    we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;
 
    a matter to be voted on at the meeting would have a material adverse impact on shareholders; or
 
    voting at the meeting is made on a show of hands.
          The effect of this discretionary proxy is that you cannot prevent our ordinary shares underlying your ADSs from being voted, absent the situations described above, and it may make it more difficult for shareholders to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy.
You may not receive distributions on our ordinary shares or any value for them if it is illegal or impractical to make them available to you.
          The depositary of our ADSs has agreed to pay you the cash dividends or other distributions it or the custodian for our ADSs receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of our ordinary shares your ADSs represent. However, the depositary is not responsible if it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed pursuant to an applicable exemption from registration. The depositary is not responsible for making a distribution available to any holders of ADSs if any government approval or registration required for such distribution cannot be obtained after reasonable efforts made by the depositary. We have no obligation to take any other action to permit the distribution of our ADSs, ordinary shares, rights or anything else to holders of our ADSs. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you. These restrictions may have a material and adverse effect on the value of your ADSs.
You may be subject to limitations on transfer of your ADSs.
          Your ADSs represented by American Depositary Receipts are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or any government or governmental body, or under any provision of the deposit agreement, or for any other reason.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
          Our legal and commercial name is Focus Media Holding Limited. Our principal executive offices are located at Unit No.1 on the 20th Floor of The Centrium, 60 Wyndham Street, Central, Hong Kong, and our telephone number is +852-3752-8009. Our Internet website address is www.focusmedia.cn. Our predecessor company, Shanghai Aiqi Advertisement Co., Ltd., or Aiqi Advertisement, was established by immediate family members of Jason Nanchun Jiang in September 1997 and operated as an advertising agency. In May 2003, Aiqi

33


Table of Contents

Advertisement discontinued its advertising agency business, was renamed Shanghai Focus Media Advertisement Co., Ltd., commenced operation of our out-of-home television advertising network in China and reorganized its shareholdings. At the same time, we entered into arrangements with Focus Media Advertisement that resulted in the consolidation of Focus Media Advertisement. Following this reorganization Jason Nanchun Jiang continued to hold a controlling interest in Focus Media Advertisement.
          In conjunction with the change in our business model in May 2003 and to facilitate foreign investment in our company, we established our offshore holding company, Focus Media Holding Limited as a company registered in the British Virgin Islands. On April 1, 2005, we completed the process of changing Focus Media Holding Limited’s corporate domicile to the Cayman Islands and we are now a Cayman Islands company. On July 13, 2005, our ADSs were listed for quotation on the Nasdaq Global Market and on July 19, we and certain of our shareholders completed an initial public offering and sale of 11,615,000 ADSs.
          In January 2006, we acquired Infoachieve Limited which is also referred to as Framedia throughout this annual report, which operates a network of advertising poster frames placed primarily in elevators and public areas of residential complexes in China.
          In January 2006, we and certain of our shareholders completed a public offering and sale of 7,415,389 ADSs.
          In February 2006, we acquired Target Media, which operated an out-of-home advertising network using flat-panel displays placed in elevator lobbies and other public areas in commercial buildings, hospitals, hotels, banks, residential buildings, convenience stores and other locations in cities in China. Since the completion of the acquisition of Target Media, the legal entities of Target Media and its affiliates and subsidiaries have been dissolved and their operations have been integrated with our operations.
          In March 2006, we acquired Dotad Media Holdings, which operates a mobile-phone advertising service in China through China Mobile and China Unicom’s mobile phone networks. Following the acquisition of Dotad Media Holdings, we renamed the acquired company Focus Media Wireless Co., Ltd., which is also referred to as Focus Media Wireless throughout this annual report. In December 2008, we discontinued operations of our mobile handset advertising network, and this business is accounted for as a discontinued operation.
          On June 21, 2006, we and certain of our shareholders completed a public offering and sale of 7,700,000 ADSs.
          In September 2006, we completed the acquisition of 70% of the equity interest in Appreciate Capital Limited, or ACL, a British Virgin Islands company. ACL, through its affiliated PRC entity, leases screen time from movie theaters in cities in China, which it then sells as screen time slots to advertisers.
          In September 2006, certain of our shareholders completed a public offering and sale of 2,459,345 ADSs.
          In September 2006, Jason Nanchun Jiang (through his entity JJ Media Investment Holding Limited), our chairman, entered into a variable pre-paid forward contract with Credit Suisse, pursuant to which JJ Media Investment Holding Limited pledged and monetized 20 million of our ordinary shares held by JJ Media Investment Holding Limited.
          During the fourth quarter of 2006, we completed the acquisition of Fengjing Advertisement. We signed a definitive term sheet to acquire 95% of Fengjing Advertisement Company (“Fengjing”) in July 2006 to further expand our outdoor LED network in Shanghai.
          In the first quarter of 2007, we acquired Homesky Investment Ltd., a British Virgin Islands company, which operates a traditional billboard network through its PRC affiliates,

34


Table of Contents

          In March 2007, we completed the acquisition of Allyes Information Technology Company Limited, or Allyes, a Cayman Islands company, which operates an Internet advertising marketing agency and technology services company through its PRC affiliated entities.
          In June 2007, we acquired Hua Kuang Advertising Company Limited, a Hong Kong company, and its PRC subsidiary, which operates a traditional billboard network through its PRC affiliates.
          On November 13, 2007, we and certain of our shareholders, primarily consisting of the former shareholders of Framedia, Dotad and Allyes, completed a public offering and sale of 13,720,873 ADSs, representing 68,604,365 ordinary shares.
          On January 2, 2008, we completed the acquisition of CGEN Digital Media Company Limited, or CGEN. In accordance with the share purchase agreement entered into on December 10, 2007, we made a cash payment of US$168.4 million to the former CGEN shareholders and the former CGEN shareholders delivered 100% of the equity interest in CGEN to us. In December 2008, we disposed of CGEN, and no longer receive revenues from this business.
          On March 20, 2008, our executive chairman Jason Nanchun Jiang, through his entity JJ Media Investment Holding Limited, purchased 100,000 Focus Media ADSs at an average price of USD 34.19 per ADS in the open market.
          On July 16, 2008, we announced the implementation of a share repurchase program of up to $100 million, pursuant to which we repurchased approximately 2,588,342 of our ADSs on the open market for approximately $47.5 million.
          On September 23, 2009, Jason Nanchun Jiang, through JJ Media Investment Holding Limited, subscribed for 75 million ordinary shares to be newly issued by the Company. The shares were issued on November 18, 2009.
          In January 2010, certain Allyes employees and management and directors and certain members of our management and directors entered into a definitive agreement with us and Allyes to buy-out an aggregate 38% interest in Allyes from us. Pursuant to the terms of the agreements, the purchasing Allyes and Company management members paid an aggregate $13.3 million for a 38% interest of Allyes.
          In February 2010, we announced the implementation of a share repurchase program of up to $200 million over the next twelve months, pursuant to which we repurchased approximately 2,392,134 of our ADS on the open market for approximately $36.7 million up to May 26, 2010.
          For a description of our principal capital expenditures and divestitures, see “Acquisitions” and “Capital Expenditure” in “Item 5. Operating and Financial Review and Prospects—Acquisitions” and “—B. Liquidity and Capital Resources—Capital Expenditures”.
B. Business Overview
          The Company is founded on two major premises:
    Continued growth of the Chinese advertising market driven by the increasing urban population and the increasing disposable income of the Chinese population impelled by continued moderate to high speed GDP growth in China
 
    The philosophy that the evolution of the Chinese urban population lifestyle triggers the evolution of the advertising spending pattern in China and hence presents market opportunities for the company to capture the shift in advertising spending. As the Chinese urban population lifestyle changes, consumers become increasingly more elusive to advertisers, and have over time resulted in making traditional media such as television and newspapers advertising increasingly ineffective and inefficient. As a result, the Company has and will continue to seek to build dominant market

35


Table of Contents

      share in media platforms that are more effective and efficient in capturing the attention of the Chinese urban population.
          We are now a China’s leading multi-platform digital media company, operate the largest LCD display network in China using audiovisual digital displays in commercial locations, based on the number of locations and number of LCD flat-panel television displays in our network, the largest poster frame network, based on the number of locations and number of poster frames and digital poster frames in our network, operate the largest LCD display network in China using audiovisual digital displays in supermarkets and hypermarkets, and also are a leading provider of Internet marketing solutions in China
          The following is a summary description of the networks we operate:
    our LCD display network ,which refers to our network of flat-panel television displays placed in high-traffic areas of commercial and public buildings marketed to advertisers as a network or as seven separate channels targeting different types of consumers—our premier A and B office building channels, travel, fashion, elite and IT mall channels;
 
    our poster frame network, which refers to our network of traditional and digital advertising poster frames placed mainly in the elevators and public areas of residential complexes which we market under the brand name Framedia;
 
    our in-store network, which refers to our network of flat-panel television displays placed in specific product areas inside stores with high-traffic concentrations such as selected consumer product sections, the main aisles and check-out lines in large-scale chain retail stores, or hypermarkets, as well as inside selected supermarkets and convenience stores;
 
    our Internet advertising services network, which refers to our Internet advertising agency and advertising services technology, including performance-based software suites.
 
    our traditional billboard network, which refers to our network of large outdoor poster billboards installed on street-sides in major shopping districts and other locations with heavy pedestrian traffic in Shanghai, Beijing, Guangzhou, Shenzhen and other cities in China; and
 
    our movie theater advertising network, which refers to our right to sell advertising time on movie screens for the three minutes prior to movie screenings at movie theaters in China.
          Since we commenced our current business operations in May 2003, we have experienced significant growth in our network and in our financial results. As of December 31, 2009, we operated our LCD display network directly in over 60 major cities throughout China, including Beijing, Shanghai, Guangzhou and Shenzhen. As of December 31, 2009, we covered approximately 35 additional cities through contractual arrangements with regional distributors. Between January 1, 2009 and December 31, 2009, the number of displays in our LCD display network increased from 128,033 to 131,006. In the first quarter of 2009, we suspended operation of a significant portion of the approximately 200 outdoor LED billboards we had operated in Shanghai due to new government regulations governing the use of curbside billboards. For the same reason, we suspended operation of the LED billboard aboard the boat. As of December 31, 2009, we operated approximately 335 traditional billboards in prime commercial and shopping areas and along national and provincial highways. In addition, as of the same date, the installed base of our hypermarkets network was 1,368 stores. Our in-store network also covered 243 supermarkets and 1,486 convenience stores as of December 31, 2009. The number of displays installed in our in-store network was 44,517 as of December 31, 2009. The total number of non-digital frames available for sale on our poster frame network was 225,104 as of December 31, 2009, as well as 35,972 digital frames as of the same date, mainly in Beijing, Shanghai, Guangzhou and Shenzhen.
          The following table sets forth operating data related to our network for the periods indicated:

36


Table of Contents

                                                                 
    For and as of the three months ended
    March 31,   June 30,   September   December   March 31,   June 30,   September   December
    2008   2008   30, 2008   31, 2008   2009   2009   30, 2009   31, 2009
LCD display network:
                                                               
Number of displays:
                                                               
Our direct cities
    114,426       117,440       114,300       122,597       125,796       128,089       125,467       125,595  
Our regional distributors(1)
    4,814       5,700       5,831       5,436       5,423       5,425       5,423       5,411  
 
                                                               
Total
    119,240       123,140       120,131       128,033       131,219       133,514       130,890       131,006  
 
                                                               
In-store network:(2)
                                                               
Number of displays in our in-store network
    61,420       58,493       56,614       42,824       42,340       44,783       45,195       44,517  
 
                                                               
Number of stores in our in-store network
    3,874       3,609       3,479       3,275       3,171       3,209       3,265       3,097  
 
                                                               
Poster frame network:
                                                               
Number of frames installed in our poster frame network(3) (4)
    246,920       275,985       303,359       324,364       327,969       284,988 (5)     262,301       261,076  
 
                                                               
 
(1)   Data that has been provided by our regional distributors is based on the results of surveys we requested them to provide to us and it is possible such data is not entirely accurate
 
(2)   After December 31, 2008, no longer includes CGEN, whose operations we terminated in December 2008.
 
(3)   Includes both traditional poster frames and, for periods starting from June 30, 2007, digital frames.
 
(4)   Decline primarily attributable to continuing optimization of our network.
LCD display network
          The majority of displays on our LCD display network are currently placed in heavy-traffic areas of commercial office buildings. The locations in our LCD display network also include shopping malls, banks and hotels as well as more specialized locations such as hospitals, beauty parlors and golf country clubs. We market our LCD display network to advertisers of consumer products and services, such as automobiles, home electronics, mobile communications devices and services, cosmetics, health products and financial services. As of December 31, 2009, our LCD display network, including the portions of our LCD display network operated by our regional distributors, was comprised of 131,006 flat-panel displays placed in approximately 95 cities throughout China. We operate our LCD display network directly in approximately 60 cities and indirectly through contractual arrangements with regional distributors in approximately 35 additional cities. We have established distributors in 16 countries and regions outside of mainland China, including Hong Kong, Taiwan, Singapore, Philippines, Vietnam, Indonesia, Malaysia, India, Saudi Arabia, Central America and Panama, Australia, Russia, and the United Arab Emirates through contracts with local operators which operate local commercial location networks and which license our brand name. None of these arrangements outside of China currently constitutes a material part of our business.
          As we expand the number of venues in our LCD display network, we continue to separate certain types of venues into distinct stand-alone channels of this network. As of December 31, 2009, we had established six such stand-alone channels that are marketed as separate focused channels of our LCD display network: our premier office building A and B, travel, fashion, elite and IT mall channels. Starting in January 2008, operation of our former healthcare channel has been carried out through a strategic investment in Yanhuang Health Media Limited, or Yanhuang Health Media. We transferred ownership of our installed healthcare channel base of approximately 2,461 LCD screens in 31 cities in China to Yanhuang Health Media in exchange for a 20% equity interest in Yanhuang Health Media. In 2008, we took an investment loss of approximately US0.4 million in our investment in Yanhuang Health Media and wrote off our investment in that entity.
          A majority of the content displayed on our LCD and in-store networks consists of advertisements which are broadcast repeatedly approximately 60 times throughout a day. Advertisements on our outdoor LED billboard network are broadcast repeatedly approximately 120 times throughout a day.
          We believe that by increasingly offering new advertising channels on our out-of-home television networks, we will be able to offer advertisers more targeted and effective audience reach, thereby enabling us to increase our advertising rates.
          Expanding our network through regional distributors enables us to provide our advertisers with broader nationwide coverage and to test, develop and evaluate these regional advertising markets without our having to incur

37


Table of Contents

start-up and ongoing expenses at the early stages of their development. We also seek to acquire our regional distributors when we believe it is more likely for us to benefit economically from the full integration of their operations into our network. We do not have the contractual right to purchase our regional distributors, and any such acquisition must be negotiated with each regional distributor separately.
          Each of our regional distributors operates independently from us and is responsible for independently complying with all relevant PRC laws and regulations including those related to advertising. We periodically monitor our regional distributors to ensure they have obtained all required licenses and are complying with regulations relating to advertising content. See “Item 3D Risk Factors — Risks Relating to Our Business and Industry — One or more of our regional distributors could engage in activities that are harmful to our reputation in the industry and to our business”.
Traditional billboard network
          We operate traditional outdoor poster billboards of approximately 200 m2 to 300 m2 in size that are in installed on the street-sides in major shopping districts and other locations with heavy pedestrian traffic in Beijing, Shanghai, Guangzhou and most tier 2 cities. We also operate traditional poster billboards of 18 meters by 6 meters by the roadsides of national and provincial highways. As of December 31, 2009, we operated approximately 335 traditional poster billboards in prime commercial and shopping areas and along national and provincial highways. In the third quarter of 2009, we disposed of one of our subsidiaries which was engaged in the traditional outdoor billboard advertising business.
Movie theater advertising network
          We operate our movie theater advertising network by selling leased screen time as time slots to advertisers. We have the right to three minutes of screen time prior to the screening of each movie shown in the theater. As of December 31, 2009, we had rights to lease advertising time on screens in 269 movie theaters in cities across China.
In-store Network
          As part of our growth strategy, we commenced operations of our in-store network in April 2005. As of December 31, 2009, we had placed 44,517 flat-panel displays in 1,368 hypermarkets, 243 supermarkets and 1,486 convenience stores throughout China. We believe the rapid expansion of hypermarkets and other chain retail stores in China provides opportunities and incentives for advertisers to take advantage of in-store television advertising networks such as our in-store network. Our in-store network primarily attracts advertisers of food and beverage products, household, kitchen and bathroom products, and household appliances.
          In January 2008, we completed the acquisition of CGEN. In December 2008, we disposed of the CGEN operations. Accordingly, the CGEN portion of our in-store network has ceased operations and we no longer derive material revenues from this operation.
Poster Frame Network
          We own and operate a network of traditional and digital advertising poster frames deployed primarily in the elevators and public areas of residential complexes under the brand name “Framedia”. We place two or three advertising frames in each elevator in which we lease space and sell frame space to advertising clients on a per frame basis for periods of two weeks or longer. As of December 31, 2009, we had installed 261,076 poster frames including 35,972 digital poster frames in cities throughout China. Our digital frames use high-resolution LCD displays with integrated sound, all-angle viewing and remote control technologies. Our poster frame network consists of advertising poster frames placed in elevators and public areas in residential complexes and commercial locations. Our advertising posters include both traditional printed posters as well as digital LCD poster frames with integrated sound, all-angle and remote control technologies. Generally two or three advertising poster frames can be placed in each elevator.

38


Table of Contents

Internet Advertising Services Network
          In March 2007, we completed the acquisition of 100% of the equity interests in Allyes. We made a number of additional smaller Internet advertising companies in 2007 and 2008, although certain of the acquired entities were subsequently disposed of in the third and fourth quarters of 2009. In January 2010, certain Allyes employees and management and directors and certain members of the Company’s management and directors entered into a definitive agreement with us and Allyes to buy-out an aggregate 38% interest in Allyes from us,. Allyes is a leading Internet advertising agency and provider of Internet advertising technology in China. Its proprietary software application suite, ‘AdForward’, which covers all aspects of online ad publishing, creative production, tracking, targeting, and performance analysis, is used by independent commercial websites and ad agencies in China. Based on the significant number of Internet advertising campaigns it has executed since its inception in 2000, its widely-used Internet application software and its unique tracking technology, Allyes has accumulated a large database of Internet viewers, segmented based on individual behavior. Allyes initiated the performance-based online advertising model in China. Its advertising network, ‘SmartTrade’, allows advertisers to pay by CPA (cost-per-action), and directly links advertising cost with performance. SmartTrade has integrated advertising resources from over 6,000 popular websites, making it one of the largest performance-based online advertising networks in China.
          Our Internet advertising services network uses proprietary software applications to provide online ad publishing, creative production, tracking, targeting, and performance analysis. We also provide performance-based online advertising services providing advertisers with pay by CPA (cost-per-action), directly link advertising cost with performance. Our Internet advertising services network has integrated advertising resources from over 6,000 popular websites, making it the largest performance-based online advertising network in China.
Advertising Clients, Sales and Marketing
          Our Advertising Clients. The quality and coverage of our network has attracted a broad base of international and domestic advertising clients. Our advertising clients include leading international and domestic brand name advertisers such as P&G China, L’Oreal China, Mazda, Mengniu Dairy, Amway China, Yum! Brands Inc., China Telecom and Dong Feng Auto (including joint venture brands with Toyota and Peugeot) and Chrysler China, which together accounted for approximately 19% of our aggregate revenue for continuing and discontinued operations in 2009.
          No single advertising client accounted for more than 8% of our revenues in 2009. We believe the appeal and effectiveness of our advertising network is largely evidenced by the number of advertising clients who place multiple advertising campaigns on our network, which is reflected in the percentage increase of advertising fees we receive from clients over time.
          Sales. We employ an experienced advertising sales force in each city in which we operate. We provide in-house education and training to our sales force to ensure they provide our current and prospective clients with comprehensive information about our services, the advantages of using our advertising networks as marketing channels, and relevant information regarding the advertising industry. Our sales team is organized by city, industry and client accounts. We also market our advertising services from time to time by placing advertisements on third-party media, including primarily magazines and Internet websites. We maintain separate sales teams for our poster frame network and our Internet advertising services network. We have begun engaging in limited cross-selling initiatives to enable existing and potential advertising clients to take advantage of our multi-platform advertising network.
          Advertising Contracts. We offer advertisers five-, fifteen- or thirty-second time slots on our LCD display, in-store, outdoor LED and movie theater advertising networks. For our LCD display network, our standard advertising package includes a time slot on our entire network or a particular channel in each city in which the advertiser wishes to display the advertisement. For our traditional billboard network, we provide billboard space on a monthly basis. For our movie theater advertising network, time slots are sold on a regional or entire network basis. Our sales are made pursuant to written contracts with commitments ranging from one week to several months. Our advertising rates vary by city and by the number of cities in which the advertisement is placed, as well as by the length of the time slot purchased and the duration of the advertising campaign. We generally require our clients to

39


Table of Contents

submit advertising content at least seven days prior to the campaign start date. We also reserve the right to refuse to disseminate advertisements that are not in compliance with content requirements under PRC laws and regulations.
          Advertising contracts for our in-store network, outdoor LED network and movie theater advertising network are substantially similar to those used for our LCD flat-panel display network. Advertising clients generally purchase time slots on our in-store network on a chain-by-chain basis, while time slots on the outdoor LED network cover the entire network and contracts on our movie theater advertising network are done on a regional or entire network basis.
          For our poster frame network, advertising clients purchase frame space on a per-frame basis for terms of one week or more. For our Internet advertising services, we provide Internet advertising solutions for advertisers tailored to their needs.
          Network Monitoring and Media Measurement. We provide a number of services in connection with each client’s advertising campaign following the sales process. Our network operations team monitors the displays in our network on a daily basis. They are also responsible for compiling reports that are supplied under some of our agreements to clients as evidence of the broadcast of their advertisements on our network. The report generally includes a list of buildings where our client’s advertisements were broadcast as well as photographs of representative television displays showing their advertisements being displayed. The advertising campaign reports are provided to our clients for information purposes and do not constitute a customer acceptance provision. The reports we provide to our clients may also contain portions prepared by independent third-party research companies that verify the proper functioning of our flat-panel displays and the proper dissemination of the advertisement, by conducting on-site evaluations and polls to analyze the effectiveness of and public reaction to the advertisement.
          Aside from third-party verification services, we and our regional distributors conduct substantially all client services using our own employees or the employees of the relevant regional distributor. In Beijing and Guangzhou, we contract some of these services to third-party agents. These agents provide us with network development, installation, maintenance, monitoring and reporting services.
          We believe our advertising clients derive substantial value from our ability to provide advertising services targeted at specific segments of consumer markets. Market research is an important part of evaluating the effectiveness and value of our business to advertisers. We conduct market research, consumer surveys, demographic analysis and other advertising industry research for internal use to evaluate new and existing advertising channels. We also purchase or commission studies containing relevant market study data from reputable third-party market research firms, such as Nielsen Media Research, CTR Market Research and Sinomonitor. We typically consult such studies to assist us in evaluating the effectiveness of our network to our advertisers. A number of these studies contain research on the numbers and socio-economic and demographic profiles of the people who visit the locations of our network.
Programming
          Substantially all of the content on our out-of-home television advertising networks consists of audiovisual television advertising provided to us by our advertising clients. We also provide a limited amount of time for landlords and property managers to display location-specific information, building announcements and related promotional material on our network. We do not produce or create any of the advertising content shown on our network, except our own marketing content. All of the advertising content displayed on the portion of the network we operate directly is reviewed by qualified members of our staff to ensure compliance with PRC laws and regulations, while our agreements with our regional distributors require each of them to review the contents shown on the portion of the network they operate for compliance with PRC laws and regulations. See “Item 4.B Information on the Company—Business Overview—Regulatory Matters — Regulation of Advertising Services — Advertising Content”.
          Advertisements on our poster frame network consist of full-color glossy advertising posters designed and provided by our advertising clients.

40


Table of Contents

Pricing
          For information regarding factors affecting our pricing, refer to “Factors that Affect Our Advertising Service Revenue” in Item 5 — Operating and Financial Review and Prospects.
Relationships with Location Providers
          We install our flat-panel displays in selected spaces we lease in office buildings and other commercial locations, hypermarkets, supermarkets and convenience stores. We install our advertising poster frames in elevators and other public areas in residential complexes. Establishing and maintaining long-term relationships with landlords and property managers is a critical aspect of our business. We employ a team of location relationship personnel in each city in which we operate directly who are responsible for identifying desirable locations, negotiating display and frame placement agreements and engaging in ongoing site placement relations.
          In addition to helping us expand our network, our location relationship personnel ensure that the needs and concerns of landlords and property managers are being met and addressed effectively and on a timely basis. These concerns generally include ensuring that the flat-panel displays are properly installed and are in proper working condition. We undertake to landlords and property managers in our network to maintain the proper operation of our flat-panel displays. We generally rely on our own employees to install, maintain, monitor and repair our flat-panel displays and advertising poster frames. Each of our flat-panel displays is inspected at least once daily.
          We enter into display placement agreements with individual landlords, property managers, hotels, shopping malls and chain store companies under which we generally pay a fixed annual rent in exchange for the right to display advertising and commercial media in lobby and elevator areas in the case of our commercial location network and in specific product areas in the major aisles and near check-out counters in hypermarkets, supermarkets and convenience stores in the case of our in-store network. In Beijing and Guangzhou, we contract a portion of the location development, monitoring and maintenance work to local agents. We attempt to maintain terms favorable to our network operations in our display placement agreements, such as long-term leases and exclusivity provisions. We are not reliant on any one landlord or property manager for a material portion of our network coverage. As hypermarkets, supermarkets and convenience stores have control over multiple locations, a smaller number of display placement agreements and contractual arrangements account for a larger percentage of our in-store network coverage.
          We believe that landlords and property managers generally do not view us as a major source of revenue and are instead primarily attracted to our flat-panel displays as an innovative and visually pleasing medium that complements their public areas and that provides an engaging means of conveying building-related information to their tenants. In connection with certain of our display placement agreements, we agree to provide concessions and services, such as displaying building-related notifications, publicity and other information provided by the landlord or property manager or granting time slots to the landlord or property manager for their own promotional purposes.
          Our display placement agreements have initial terms ranging anywhere from one to ten years. As of December 31, 2008, we had the right under the majority of our display placement agreements to renew the display placement agreements provided that the terms offered by us are no less favorable than those offered by competing bidders. The rental terms and fees under our display placement agreements vary considerably depending on the city, location of the building, size of the building and number of flat-panel displays that may be installed. Under our display placement agreements, we retain ownership of the flat-panel displays.
          We enter into similar frame and billboard placement agreements for the deployment of our advertising poster frames in elevators and public areas of residential complexes and commercial buildings and for traditional outdoor billboards. The majority of our frame placement agreements have terms of two to three years, and contain exclusivity and best offer renewal rights.

41


Table of Contents

Technology and Suppliers
          Out-of-home television advertising is a relatively new advertising medium that owes its development in large part to the emergence of new technologies, such as low-cost, light-weight, flat-panel television displays and compact storage technology. The primary hardware required for the operation of our business consists of components that comprise the flat-panel displays we use in our advertising network. We also develop and install software in our flat-panel displays to assist us with the configuration, editing and operation of our advertising content cycles. Maintaining a steady supply of our proprietary flat-panel displays is important to our operations and the growth of our advertising network.
          We design the distinctive shape of our flat-panel displays, identify suppliers of component parts used in our displays and contract the assembly of our flat-panel displays to third-party contract assemblers. Our contract assemblers are responsible for purchasing the component parts from suppliers we identify each month and assembling the flat-panel displays according to our specifications using components purchased in off-the-shelf form from wholesale distributors. We select component suppliers based on price and quality. As there are many qualified alternative suppliers for our equipment, our obligation to our current contract assemblers is not exclusive. We have never experienced any material delay or interruption in the supply of our flat-panel displays.
          Our services provided through Allyes use proprietary ad serving solutions that assist advertisers, advertising agencies and web publishers in creating and delivering Internet ads, monitoring and analyzing website traffic, tracking the performance of advertising campaigns and implementing direct marketing. Most of the Allyes software applications, from Internet marketing technologies to the applications that operate our servers, are proprietary and were developed in-house by Allyes’ research and development team.
Competition
          We compete with other advertising companies in China including television broadcasters, newspapers and magazines as well as companies that operate outdoor and out-of-home or telecommunications-based advertising media networks, such as JCDecaux, ClearMedia, SearchMedia, AirMedia and VisionChina. We compete for advertising clients primarily on the basis of our strength of our sales force, network size and coverage, location, price, the range of services that we offer and our brand name. We also compete for overall advertising spending with other alternative advertising media companies, such as Internet, street furniture, billboard, frame and public transport advertising companies, and with traditional advertising media, such as newspapers, television, magazines and radio. We have developed a business model that we believe enables us to:
    attain high market share;
 
    offer relatively fixed costs that allow us to leverage our earnings on revenue growth; and
 
    provides us with relative control over our rental costs.
Facilities
          We currently maintain our headquarters at Unit No.1, 20th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong.We also have offices in more than 50 other cities in China.
Regulatory Matters
          We operate our business in China under a legal regime consisting of the State Council, which is the highest authority of the executive branch of the PRC central government, and several ministries and agencies under its authority including the State Administration for Industry and Commerce, or SAIC.
          China’s Advertising Law was promulgated in 1994. In addition, the State Council, SAIC and other ministries and agencies have issued regulations that regulate our business, which are discussed below.

42


Table of Contents

Limitations on Foreign Ownership in the Advertising Industry
          The principal regulations governing foreign ownership in the advertising industry in China include:
    The Catalogue for Guiding Foreign Investment in Industry (2007); and
 
    The Administrative Regulations on Foreign-invested Advertising Enterprises (2008).
          These regulations require foreign entities that directly invest in the advertising industry to have at least two years of direct operations in the advertising industry outside of China. Since December 10, 2005, foreign investors have been permitted to own directly a 100% interest in advertising companies in China, but such foreign investors are also required to have at least three years of direct operations in the advertising industry outside of China. PRC laws and regulations do not permit the transfer of any approvals, licenses or permits, including business licenses containing a scope of business that permits engaging in the advertising business. In the event we are able to qualify to acquire the equity interest of our PRC operating affiliates under the rules allowing complete foreign ownership, our PRC operating subsidiaries would continue to exist as the holders of the required advertising licenses consistent with current regulatory requirements.
          Since we have not been involved in advertising outside of China for the required number of years, our WFOE operating subsidiaries, which are directly owned by non-PRC subsidiaries of ours, are currently ineligible to apply for the required advertising services licenses in China. Our non-PRC subsidiaries are ineligible to apply for such required licences too. As such, our advertising business is currently provided primarily through contractual arrangements between our WFOE operating subsidiaries and our consolidated affiliated entities in China, which we collectively refer to as our PRC operating affiliates, including (i) Shanghai Focus Media Advertisement Co., Ltd. and its subsidiaries with regard to our out-of-home television networks, (ii) the Framedia operating affiliates with regard to our poster frame network, (iii) the Allyes operating affiliates with regard to our Internet advertising services, (iv) the Huaguang operating affiliate with regard to our traditional billboard network, and (v) the Yangshi Sanwei operating affiliates with regard to our movie theatre advertising network. A portion of the operations of our commercial location network are conducted by our indirect PRC subsidiaries owned by our WFOE operating subsidiaries. Accordingly, our advertising services are currently conducted by (i) our indirect PRC operating subsidiaries and (ii) our PRC operating affiliates. Our PRC operating affiliates are owned or controlled by either (i) one or more PRC citizen or citizens designated by us, or (ii) one or more PRC entity or entities owned by our subsidiaries or by our designated appointees, or (iii) a combination of PRC citizens designated by us and entities owned by our subsidiaries or by our designated appointees. Our PRC operating affiliates, certain of their respective subsidiaries and certain of our indirect PRC operating subsidiaries hold the requisite licenses to provide advertising services in China. Our PRC operating subsidiaries and some of our non-PRC subsidiaries have entered into a series of contractual arrangements with our PRC operating affiliates and their respective subsidiaries and shareholders under which:
    we are able to exert effective control over our PRC operating affiliates and their respective subsidiaries;
 
    a substantial portion of the economic benefits of our PRC operating affiliates and their respective subsidiaries will be transferred to us; and
 
    we have an exclusive option to purchase all or part of the equity interests in our PRC operating affiliates and all or part of the equity interests in our PRC operating affiliates’ subsidiaries that are owned by our PRC operating affiliates or its nominee holders, as well as all or a part of the assets of our PRC operating affiliates, in each case when and to the extent permitted by PRC law.
          See “Item 4.C Information on the Company—Organizational Structure” and “Item 7.B Major Shareholders and Related Party Transactions—Related Party Transactions”.
          Current PRC regulations, however, do not treat an indirect PRC subsidiary of a foreign entity as a “foreign invested enterprise” where such PRC subsidiary is owned directly by a PRC entity. As such, our indirect PRC

43


Table of Contents

operating subsidiaries which are directly owned by our WFOE operating subsidiaries are not subject to the restrictions on foreign investment in advertising industry and are eligible to apply for the required licenses for providing advertising services in China. Several of our indirect PRC operating subsidiaries, including New Focus Media Advertisement, New Focus Media Agency and Focus Media Defeng Advertisement, have obtained such licenses and a portion of our commercial location network advertising business is carried out through such indirect PRC operating subsidiaries.
          In the opinion of Global Law Office, our PRC legal counsel,
    the respective ownership structures of our PRC operating subsidiaries and their respective PRC affiliates and subsidiaries are in compliance with existing PRC laws and regulations;
 
    the contractual arrangements among our PRC operating subsidiaries and their respective PRC affiliates, subsidiaries and PRC shareholders of their PRC affiliates, in each case governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect; and
 
    the PRC business operations of our PRC operating subsidiaries and their respective affiliates and subsidiaries as described in this annual report, are in compliance with existing PRC laws and regulations in all material respects.
          We have been advised by our PRC legal counsel, however, that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, there can be no assurance that the PRC regulatory authorities, in particular the SAIC which regulates advertising companies, will not in the future take a view that is contrary to the opinion of our PRC legal counsel. We have been further advised by our PRC counsel that if the PRC government determines that the agreements establishing the structure for operating our PRC advertising business do not comply with PRC government restrictions on foreign investment in the advertising industry, we could be subject to severe penalties. See “Item 3.D Key Information—Risk Factors — Risks Relating to Regulation of Our Business and to Our Structure — If the PRC government finds that the agreements that establish the structure for operating our China business do not comply with PRC governmental restrictions on foreign investment in the advertising industry, we could be subject to severe penalties”.
Regulation of Advertising Services
Business License for Advertising Companies
          The principal regulations governing advertising businesses in China include:
    The Advertising Law (1994);
 
    The Advertising Administrative Regulations (1987); and
 
    The Implementing Rules for the Advertising Administrative Regulations (2004).
          These regulations stipulate that companies that engage in advertising activities must obtain from the SAIC or its local branches a business license which specifically includes operating an advertising business within its business scope. Companies conducting advertising activities without such a license may be subject to penalties, including fines, confiscation of advertising income and orders to cease advertising operations. The business license of an advertising company is valid for the duration of its existence, unless the license is suspended or revoked due to a violation of any relevant law or regulation. We do not expect to encounter any difficulties in maintaining our business licenses. Our PRC operating affiliates, certain of their respective subsidiaries and certain of our indirect PRC operating subsidiaries have obtained, or in the case of some of our new directly-operated cities, are in the process of obtaining such a business license from the local branches of the SAIC as required by the existing PRC regulations. Some of our regional distributors may not possess all the licenses required to operate an advertising business, or may fail to maintain the licenses they currently hold. We periodically monitor our regional distributors

44


Table of Contents

to ensure they have obtained all required licenses and are complying with regulations relating to advertising content, although it is possible that one or more of our regional distributors may not be in compliance with all PRC regulations at all times. To our knowledge, all of our regional distributors have received, or are in the process of obtaining, the licenses required to operate an advertising business. If we learn that any of our regional distributors are not in compliance with applicable terms and regulations we notify such regional distributors of the need to complete any necessary procedures and to report any developments to us. If a regional distributor fails to complete the steps necessary to receive the required licenses, we will take steps to terminate the contract with such regional distributor. See “Item 3.D Key Information—Risk Factors — Risks Relating to Our Business and Industry — One or more of our regional distributors could engage in activities that are harmful to our reputation in the industry and to our business”.
Advertising Content
          PRC advertising laws and regulations set forth certain content requirements for advertisements in China, which include prohibitions on, among other things, misleading content, superlative wording, socially destabilizing content or content involving obscenities, superstition, violence, discrimination or infringement of the public interest. Advertisements for anesthetic, psychotropic, toxic or radioactive drugs are prohibited. It is prohibited to disseminate tobacco advertisements via broadcast or print media. It is also prohibited to display tobacco advertisements in any waiting lounge, theater, cinema, conference hall, stadium or other public area. There are also specific restrictions and requirements regarding advertisements that relate to matters such as patented products or processes, pharmaceuticals, medical instruments, agrochemicals, foodstuff, alcohol and cosmetics. In addition, all advertisements relating to pharmaceuticals, medical instruments, agrochemicals and veterinary pharmaceuticals advertised through radio, film, television, newspaper, magazine, out-of-home and other forms of media, together with any other advertisements which are subject to censorship by administrative authorities according to relevant laws and administrative regulations, must be submitted to the relevant administrative authorities for content approval prior to dissemination. We do not believe that advertisements containing content subject to restriction or censorship comprise a material portion of the advertisements shown on our network.
          Advertisers, advertising operators and advertising distributors are required by PRC advertising laws and regulations to ensure that the content of the advertisements they prepare or distribute are true and in full compliance with applicable law. In providing advertising services, advertising operators and advertising distributors must review the prescribed supporting documents provided by advertisers for advertisements and verify that the content of the advertisements comply with applicable PRC laws and regulations. In addition, prior to distributing advertisements for certain commodities which are subject to government censorship and approval, advertising distributors are obligated to ensure that such censorship has been performed and approval has been obtained. Violation of these regulations may result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the SAIC or its local branches may revoke violators’ licenses or permits for advertising business operations. Furthermore, advertisers, advertising operators or advertising distributors may be subject to civil liability if they infringe on the legal rights and interests of third parties in the course of their advertising business.
          We employ qualified advertising inspectors who are trained to review advertising content for compliance with relevant laws and regulations.
Outdoor Advertising
          The Advertising Law stipulates that the exhibition and display of outdoor advertisements must not:
    utilize traffic safety facilities and traffic signs;
 
    impede the use of public facilities, traffic safety facilities and traffic signs;
 
    obstruct commercial and public activities or create an eyesore in urban areas;

45


Table of Contents

    be placed in restrictive areas near government offices, cultural landmarks or historical or scenic sites; and
 
    be placed in areas prohibited by the local governments from having outdoor advertisements.
          In additional to the Advertising Law, the SAIC promulgated the Outdoor Advertising Registration Administrative Regulations on May 22, 2006, which governs the outdoor advertising industry in China.
          Outdoor advertisements in China must be registered with the local SAIC before dissemination. The advertising distributors are required to submit a registration application form and other supporting documents for registration. After review and examination, if an application complies with the requirements, the local SAIC will issue an Outdoor Advertising Registration Certificate for such advertisement. The content of the outdoor advertisement must be submitted for filing with the local SAIC.
          The placement and installation of LED billboards are subject to municipal zoning requirements and governmental approvals, including application for an outdoor advertising registration certificate for each LED billboard, which may be subject to a term of use that is governed by local outdoor advertising regulations and varies accordingly. We use Beijing and Shanghai, which are our major operation locations, as examples. In Beijing, the maximum length of such term of use for a LED billboard is of four years while it is of six years in Shanghai. If the existing LED billboards placed by our LED location provider or us are required to be removed, the attractiveness of this portion of our advertising network will be diminished. Moreover, failure by an owner of LED billboards to maintain outdoor advertising registration certificates would result in the inability to lease or market such space for the placement of advertisements.
          The local authorities may issue temporary restriction or prohibitions on outdoor advertising at the regional level in light of public events of large scale held locally. The Shanghai local government has recently issued certain local regulations that prohibit advertising on ships (other than cargo ships and ferries) on the Huangpu River and Suzhou Creek area and more restrictive rules for applying for outdoor advertising for the period of preparation and hosting of World EXPO 2010 which ends on October 31, 2010.
Print Advertising
          Following our acquisition of Framedia on January 1, 2006, we also operate a network of advertising poster frames placed primarily in the elevators and public areas of residential complexes. The advertisements shown on our poster frame network are defined as “normal print advertisements” under the Print Advertisements Administrative Regulations promulgated by the SAIC on January 13, 2000, as amended on November 30, 2004, or the Print Advertisements Regulations. Under these regulations, print advertisements must not be placed in areas prohibited by laws or regulations from posting print advertisements.
Regulation of Foreign Exchange in Certain Onshore and Offshore Transactions
          In January and April 2005, the PRC State Administration of Foreign Exchange, or SAFE, issued two rules that require PRC residents to register with and receive approvals from SAFE in connection with their offshore investment activities. SAFE has announced that the purpose of these regulations is to achieve the proper balance of foreign exchange and the standardization of the cross-border flow of funds.
          On October 21, 2005, SAFE issued the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-raising and Reverse Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies, or Notice 75, which became effective as of November 1, 2005. Notice 75 replaced the two rules issued by SAFE in January and April 2005 mentioned above.
          According to Notice 75:
    prior to establishing or assuming control of an offshore company for the purpose of financing that offshore company with assets or equity interests in an onshore enterprise in the PRC, each PRC

46


Table of Contents

      resident, whether a natural or legal person, must complete the overseas investment foreign exchange registration procedures with the relevant local SAFE branch;
 
    an amendment to the registration with the local SAFE branch is required to be filed by any PRC resident that directly or indirectly holds interests in that offshore company upon either (1) the injection of equity interests or assets of an onshore enterprise to the offshore company, or (2) the completion of any overseas fund raising by such offshore company; and
 
    an amendment to the registration with the local SAFE branch is also required to be filed by such PRC resident when there is any material change involving a change in the capital of the offshore company, such as (1) an increase or decrease in its capital, (2) a transfer or swap of shares, (3) a merger or division, (4) a long term equity or debt investment, or (5) the creation of any security interests over the relevant assets located in China.
          Moreover, Notice 75 applies retroactively. As a result, PRC residents who have established or acquired control of offshore companies that have made onshore investments in the PRC in the past are required to complete the relevant overseas investment foreign exchange registration procedures by March 31, 2006. Under the relevant rules, failure to comply with the registration procedures set forth in Notice 75 may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliate and the capital inflow from the offshore entity, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations.
          As a Cayman Islands company, and therefore a foreign entity, if Focus Media Holding purchases the assets or equity interest of a PRC company owned by PRC residents in exchange for our equity interests, such PRC residents will be subject to the registration procedures described in Notice 75. Moreover, PRC residents who are beneficial holders of our shares are required to register with SAFE in connection with their investment in us.
          As a result of the lack of implementing rules and other uncertainties relating to the interpretation and implementation of Notice 75, we cannot predict how these regulations will affect our business operations or strategies. For example, our present or future PRC subsidiaries’ ability to conduct foreign exchange activities, such as remittance of dividends and foreign-currency- denominated borrowings, may be subject to compliance with such SAFE registration requirements by relevant PRC residents, over whom we have no control. In addition, we cannot assure you that any such PRC residents will be able to complete the necessary approval and registration procedures required by the SAFE regulations. We require all the shareholders in Focus Media Holding who are PRC residents to comply with any SAFE registration requirements, but we have no control over either our shareholders or the outcome of such registration procedures. Such uncertainties may restrict our ability to implement our acquisition strategy and adversely affect our business and prospects.
C. Organizational Structure
          Our predecessor company, Shanghai Aiqi Advertisement Co., Ltd., or Aiqi Advertisement, was established by immediate family members of Jason Nanchun Jiang in September 1997 and operated as an advertising agency. In May 2003, Aiqi Advertisement discontinued its advertising agency business, was renamed Shanghai Focus Media Advertisement Co., Ltd., commenced operation of our out-of-home television advertising network in China and reorganized its shareholdings. At the same time, we entered into arrangements with Focus Media Advertisement that resulted in the consolidation of Focus Media Advertisement. Following this reorganization Jason Nanchun Jiang continued to hold a controlling interest in Focus Media Advertisement.
          In conjunction with the change in our business model in May 2003 and to facilitate foreign investment in our company, we established our offshore holding company, Focus Media Holding Limited as a company registered in the British Virgin Islands in April 2003. In April 2005, we completed the process of changing Focus Media Holding Limited’s corporate domicile to the Cayman Islands and we are now a Cayman Islands company. On July 13, 2005, our ADSs were listed for quotation on the Nasdaq Global Market.

47


Table of Contents

          In January 2006, we acquired Framedia and E-Times, which operate networks of advertising poster frames placed primarily in elevators and public areas of residential complexes in China. In February 2006, we acquired Target Media. Target Media operated an out-of-home advertising network using flat-panel displays placed in elevator lobbies and other public areas in commercial buildings, hospitals, hotels, banks, residential buildings, convenience stores and other locations in cities in China. Following the acquisition of Target Media, we combined Target Media’s network into our existing commercial location and in-store networks. Other than holding their existing contracts, the former Target Media entities no longer conduct any operations, and the combined network is operated through our existing corporate entities. In March 2006, we acquired Focus Media Wireless, which operates a WAP-based advertising delivery platform on the mobile telecommunications networks of China Mobile and China Unicom. In 2008, we terminated our mobile handset advertising business and it is accounted for as a discontinued operation. In the first quarter of 2007, we acquired Homesky Investment Ltd., which operates a traditional billboard network through its PRC affiliates. In March 2007, we acquired Allyes, which operates an Internet advertising marketing services and technology business. We made a number of additional smaller Internet advertising companies in 2007 and 2008, and subsequently reorganized all such acquired entities to be included within the operations of Allyes, although certain such acquired Internet advertising businesses were disposed of or discontinued in 2009. In June 2007, we acquired Hua Kuang Advertising Company Limited and its PRC subsidiary, which operates a traditional billboard network through its PRC affiliates. In January 2008, we acquired CGEN, which operates digital advertising displays in large chain stores in China. In January 2010, certain Allyes employees and management and directors and certain members of our management and directors entered into a definitive agreement with us and Allyes in January 2010 to buy-out an aggregate 38% interest in Allyes from us, including certain offshore and onshore interests.
Our Corporate Structure and Contractual Arrangements
          Substantially all of our operations are conducted in China as follows:
    with regard to the operation of our commercial location and in-store network, through Focus Media Technology, our indirect wholly-owned subsidiaries in China, Focus Media Digital, a 90%-owned subsidiary of Focus Media Technology, and New Focus Media Advertisement, New Focus Media Agency, Focus Media Defeng Advertisement, all of which are 90%-owned subsidiaries of Focus Media Digital, and through our contractual arrangements with several of our consolidated affiliated entities in China, including Focus Media Advertisement, and its subsidiaries (Focus Media Advertisement owns the remaining 10% equity interest in Focus Media Digital and, through Focus Media Digital, the remaining 10% equity of New Focus Media Advertisement, New Focus Media Agency, Focus Media Defeng Advertisement);
 
    with regard to the operation of our poster frame network, through Framedia Advertisement and New Structure Advertisement, each of which is 90% owned by Focus Media Advertisement and 10% owned by Focus Media Advertising Agency, respectively;
 
    with regard to the operation of the Internet advertising marketing agency business of Allyes, through New Allyes Information Technology Co., Ltd., our indirectly wholly-owned subsidiary in China, and through our contractual arrangements with a group of PRC operating companies, which we refer to as the Allyes operating affiliates, each of which is owned by PRC citizens and entities;
 
    with regard to our outdoor traditional billboard network, , through Shanghai OOH Advertisement Co., Beijing Chuanzhi Huaguang Advertising Co., Ltd, Shanghai Chuanzhi Advertising Co., Ltd, Shanghai Ruili Advertising Co., Ltd, and Shanghai Chuanrui Advertising Co., Ltd, all of which are 100% owned, directly or indirectly by Hua Kuang Advertising Company Limited, and through our contractual arrangements with the Huaguang operating affiliate; and
 
    with regard to our movie theater advertising network, through our contractual arrangements with the Yangshi Sanwei operating affiliates.

48


Table of Contents

          Our PRC operating subsidiaries and their respective affiliated entities and shareholders have entered into contractual arrangements substantially similar to those control agreements entered into among Focus Media Technology, Focus Media Digital, New Focus Media Advertisement, New Focus Media Agency, Focus Media Defeng Advertisement, Focus Media Advertisement and its shareholders and subsidiaries. See “Item 7.B Major Shareholders and Related Party Transactions—Related Party Transactions — Agreements Among Our Wholly Foreign-Owned Enterprises, PRC Operating Affiliates and Their Respective Shareholders”.
          In 2008, due to reorganizations of our operations, we discontinued our mobile handset advertising operations and the portion of our in-store operations operated by CGEN.
          The following chart shows our organizational structure as of December 31, 2009 and accordingly does not take into account the management buy-in of Allyes:
(CHART)
 
(1)   Loans used to capitalize our PRC operating companies and to facilitate our control over them.
 
(2)   Agreements that give us effective control over our PRC operating affiliates and their respective subsidiaries.
 
(3)   Agreements that transfer a substantial portion of the economic benefits of our PRC operating affiliates and their respective subsidiaries to us, as described in “Related Party Transactions”.
 
(4)   Each of our PRC operating affiliates is owned by PRC shareholders consisting of either (i) one or more PRC citizen or citizens designated by us, or (ii) one or more PRC entity or entities owned by our subsidiaries or by our designated appointees, or (iii) a combination of PRC citizens designated by us and entities owned by our subsidiaries or by our designated appointees.
 
(5)   The Focus Media directly or indirectly wholly-owned subsidiaries relating to our out-of-home television network operations include but not limited not Focus Media Technology, Focus Media Digital , New Focus Media Technology and Shanghai Focus Media Defeng Advertisement.
 
(6)   These consist of subsidiaries of Focus Media Advertisement, which holds between 50% and 100% of the subsidiaries, with the remaining minority interest held by Jimmy Wei Yu, Focus Media Advertising Agency or unrelated third parties.
 
(7)   Framedia Affiliates include those (i) 100% held by Focus Media Digital, (ii) 100% held by our designated PRC citizen s and (iii) between 90%-100% held by Focus Media Advertisement.
          In connection with its entry into the World Trade Organization, China is required to relax restrictions on foreign investment in the advertising, telecommunications and Internet industries in China. Accordingly, PRC regulations stipulate that starting from December 10, 2005, foreign investors are allowed to directly own 100% of PRC companies operating an advertising business if the foreign entity has at least three years of direct operations in the advertising business outside of China or to directly own less than 100% if the foreign entity has at least two years of direct operations in the advertising business outside of China. We do not currently directly operate an advertising business outside of China and cannot qualify for direct ownership of a PRC advertising company under PRC regulations any earlier than two or three years, respectively, after we commence any such operations or until we acquire a company which has directly operated an advertising business for the required period of time. We do not currently know how or when we will be able to qualify under these regulations. Even if we do qualify in the future, it may be burdensome or not cost effective for us to meet the required criteria for direct ownership. If and when we qualify for direct ownership, we intend to explore the commercial feasibility of changing our current structure, including possibly direct ownership of our PRC operating affiliates and their respective subsidiaries, taking into consideration relevant cost, market, competitive and other factors. In the event we take such steps, we cannot assure you that we will be able to identify or acquire a qualified foreign company for a possible future restructuring or that any restructuring we may undertake to facilitate direct ownership will be successful.
          Accordingly, since we have not been involved in the direct operation of an advertising business outside of China, our advertising business is currently provided primarily through contractual arrangements with our

49


Table of Contents

consolidated affiliated entities in China, including (i) Shanghai Focus Media Advertisement Co., Ltd. and its subsidiaries with regard to our out-of-home television networks, (ii) the Framedia operating affiliates with regard to our poster frame network, (iii) the Allyes operating affiliates with regard to our Internet advertising services, (iv) the Huaguang operating affiliate with regard to our traditional billboard network, and (v) the Yangshi Sanwei operating affiliates with regard to our movie theatre advertising network, and each of their respective shareholders. A portion of the operations of our commercial location network are conducted by our indirect PRC subsidiaries owned by our WFOE operating subsidiaries. Accordingly, our advertising services are currently conducted by our indirect PRC operating subsidiaries and our PRC operating affiliates which are currently owned or controlled by (i) one or more PRC citizen or citizens designated by us, or (ii) one or more PRC entity or entities owned by our subsidiaries or by our designated appointees, or (iii) a combination of PRC citizens designated by us and entities owned by our subsidiaries or by our designated appointees. Our PRC operating affiliates, certain of their respective subsidiaries and certain of our indirect PRC operating subsidiaries hold the requisite licenses to provide advertising services in China.
          While our indirect PRC operating subsidiaries are eligible for the required licenses for providing advertising services in China and some of our indirect PRC operating subsidiaries have obtained such licenses, we use our PRC operating affiliates to operate a significant portion of our advertising business until we acquire them as our wholly-owned subsidiaries. Our PRC operating subsidiaries and some of our non-PRC subsidiaries have entered into contractual arrangements with their respective PRC operating affiliates and shareholders, pursuant to which:
    we are able to exert effective control over our PRC operating affiliates;
 
    a substantial portion of the economic benefits of our PRC operating affiliates will be transferred to us; and
 
    each of our PRC operating subsidiaries or non-PRC subsidiaries or their respective designees has an exclusive option to purchase all or part of the equity interests in our PRC affiliated entities or their respective nominee holders, or, in some cases, all or part of the assets of our PRC affiliated entities, in each case when and to the extent permitted by PRC law.
          Each of our contractual arrangements with our PRC affiliated entities and their respective shareholders and subsidiaries can only be amended with the approval of our audit committee or another independent body of our board of directors. See “Item 7.B Major Shareholders and Related Party Transactions—Related Party Transactions” for further information on our contractual arrangements with these parties.
          In the opinion of Global Law Office, our PRC legal counsel:
    the respective ownership structures of our PRC operating subsidiaries and their respective PRC affiliates and subsidiaries are in compliance with existing PRC laws and regulations;
 
    the contractual arrangements among our PRC operating subsidiaries and their respective PRC affiliates, subsidiaries and PRC shareholders of their PRC affiliates, in each case governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect; and
 
    the PRC business operations of our PRC operating subsidiaries and their respective affiliates and subsidiaries as described in this annual report, are in compliance with existing PRC laws and regulations in all material respects.
          We have been advised by our PRC legal counsel, however, that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, there can be no assurance that the PRC regulatory authorities, in particular the SAIC which regulates advertising companies, will not in the future take a view that is contrary to the above opinion of our PRC legal counsel. We have been further advised by our PRC counsel that if the PRC government finds that the agreements that establish the structure for operating our PRC advertising business do not comply with PRC government restrictions on foreign investment in

50


Table of Contents

advertising businesses, we could be subject to severe penalties. See “Item 7.B Major Shareholders and Related Party Transactions—Risk Factors — If the PRC government finds that the agreements that establish the structure for operating our China business do not comply with PRC governmental restrictions on foreign investment in the advertising industry, we could be subject to severe penalties”, “— Our business operations may be affected by legislative or regulatory changes” and “— The PRC legal system embodies uncertainties which could limit the legal protections available to you and us”.
          We are increasingly taking steps to exert more direct control over our advertising operations and intend to rely less on contractual arrangements in the future. The steps we may take to achieve a greater degree of direct control over our operations could include (i) continuing to increase the portion of our business operations conducted through our indirect PRC subsidiaries rather than through contractual arrangements with our affiliates, (ii) exercising the call option under the contractual arrangements we and our subsidiaries have entered into with the shareholders of our PRC operating affiliates or (iii) transferring the equity interests held by the citizens who are shareholders of our PRC operating affiliates to (A) a foreign entity that is qualified under PRC regulations for 100% direct ownership an advertising business or (B) one of our indirect PRC subsidiaries.
Subsidiaries of Focus Media Holding Limited
          An exhibit containing a list of our direct subsidiaries has been filed with this annual report.
D. Property, Plants and Equipment
          Please refer to “—B. Business Overview—Facilities” for a discussion of our property, plants and equipment.
ITEM 4A.  UNRESOLVED STAFF COMMENTS
          Not applicable.
ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS
          You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. In addition, our consolidated financial statements and the financial data included in this annual report reflect our reorganization and have been prepared as if our current corporate structure had been in place throughout the relevant periods. The following discussion and analysis contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these risks and uncertainties, see “Item 3.D Key Information — Risk Factors”.
Overview
          We are China’s leading multi-platform digital media company, operate the largest LCD display advertising network, in-store advertising network and poster frame advertising network, as well as movie theatre and traditional outdoor billboards advertising network in China. We are also a leading provider of Internet marketing solutions in China.
          We have executed a number of strategic and operational reorganizations during the three years ended December 31, 2009, as described below:
    In March 2006, we acquired Dotad Media Holdings, which operates a mobile-phone advertising service in China through China Mobile and China Unicom’s mobile phone networks. Following the acquisition of Dotad Media Holdings, we renamed the acquired company Focus Media Wireless Co., Ltd., which is also referred to as Focus Media Wireless throughout this annual report. In December 2008, we discontinued operations of our mobile handset advertising network, and this business has

51


Table of Contents

      been accounted for as discontinued operations for all the periods presented in accordance with U.S. GAAP.
 
    On March 28, 2007, we acquired Allyes, the leading Internet advertising company in China. We also acquired ten other entities that provided Internet advertising service during 2007 and 2008. In the third and fourth quarter of 2009, we disposed certain underperforming subsidiaries engaged in Internet advertising business. The operations of these disposed subsidiaries are accounted for as discontinued operations for all the periods presented in accordance with U.S. GAAP.
 
    On January 2, 2008, we completed the acquisition of CGEN Digital Media Company Limited, or CGEN. In accordance with the share purchase agreement entered into on December 10, 2007, we made a cash payment of US$168.4 million to the former CGEN shareholders and the former CGEN shareholders delivered 100% of the equity interest in CGEN to us. In December 2008, we announced the restructuring of our in-store advertising business and disposal of CGEN including termination of the CGEN share purchase agreement. This business was accounted for as part of results from continuing operations in the year ended December 31, 2008 as we retained certain assets for future similar-use.
 
    On December 22, 2008, we entered into an asset purchase agreement with SINA Corporation, pursuant to which we agreed to sell substantially all of the assets of our LCD display network, poster frame network and in-store network. The transaction was terminated in September 30, 2009 jointly by both parties. The assets and liabilities were presented as held for sale as of December 31, 2008, but have been reclassified in 2009 in the balance sheet as held for use. The results have been included in continuing operations for all periods presented.
 
    In 2009, in response to a regulation promulgated by Shanghai Municipality Government in early 2009, the Group ceased the operation of its boat-based advertising platform on the Huangpu River.
 
    During 2009, we discontinued operations of certain poor performing subsidiaries in our Internet advertising business and they are classified as discontinued operations for all periods presented.
We expect our future growth to be driven by a number of factors and trends including:
    Overall economic growth in China, which we expect to contribute to an increase in advertising spending in major urban areas in China where consumer spending is concentrated;
 
    Our ability to increase sales of advertising time slots and extend the duration of our advertising cycle on our LCD display networks, in-store networks and movie theater network;
 
    Our ability to expand our client base through promotion of our services and cross-selling;
 
    Our ability to identify and create new advertising channels by establishing separate advertising networks that enable advertisers to target a diverse range of consumer groups with specific demographic profiles;
 
    Our ability to successfully operate and market our new LCD display network;
 
    Our ability to successfully operate and market our new Internet advertising marketing and technology agency; and
 
    Our ability to increase sales of advertising space and increase the length of advertising campaigns on our traditional billboard network.
 
    Our ability to integrate the companies we acquired in the previous years

52


Table of Contents

          Because our primary source of revenue is our advertising service revenue, we focus on factors that directly affect our advertising service revenue such as the number of advertising time slots that we have available for sale and the price we charge for our advertising time slots after taking into account any discounts.
          As we continue to expand our network, we expect to face a number of challenges. We have expanded our LCD display network, in-store network and poster frame network rapidly, and we, as well as our competitors, have occupied many of the most desirable locations in China’s major cities. For our Internet advertising services, we must react to continuing technological innovations, increasing competition in Internet services, and changes in the regulatory environment. For the traditional billboard advertising network, we need to adapt to the operation of a more traditional advertising medium that is competing with numerous other service providers as well as with numerous other advertising media. For the movie theater portion of our advertising network, we face the challenge of continuing to expand our network while attracting interest from advertisers and acceptance from consumers of this relatively new advertising model. In order to continue expanding our network in a manner that is attractive to potential advertising clients, we may continue to enter into new advertising media platforms and to establish additional networks that provide effective channels for advertisers.
Revenues
          In 2007, 2008 and 2009, we had total revenues of $410.2 million, $642.3 million and $505.0 million, respectively. In 2007, 2008 and 2009, our advertising service revenue accounted for 99.7%, 99.4% and 99.9% of our total revenues, respectively. The following table sets forth a breakdown of our total revenues for the periods indicated:
                                                 
    For the year ended December 31,
    2007   2008   2009
            % of total           % of total           % of total
    $   revenues   $   revenues   $   revenues
            (in thousands of U.S. dollars, except percentages)        
Net revenues:
                                               
LCD display network
    183,528       44.7 %     239,505       37.3 %     208,499       41.3 %
In-store network
    27,444       6.7 %     60,719       9.5 %     30,346       6.0 %
Poster frame network
    85,472       20.8 %     146,751       22.8 %     98,962       19.6 %
Internet Advertising Network
    75,364       18.4 %     114,560       17.8 %     107,871       21.4 %
Movie theatre & traditional outdoor billboards
    37,305       9.1 %     77,178       12.0 %     59,057       11.6 %
 
                                               
Advertising service revenue
    409,113       99.7 %     638,713       99.4 %     504,735       99.9 %
 
                                               
Other revenue
    1,115       0.3 %     3,622       0.6 %     300       0.1 %
Total revenues
    410,228       100.0 %     642,335       100.0 %     505,035       100.0 %
 
                                               
 
(1)   Advertising service revenue is presented net of business tax. Business tax on advertising service revenue from our LCD display network amounted to $20.3 million, $24.7 million and $20.6 million in 2007, 2008 and 2009 respectively. Business tax on advertising service revenue from our in-store network amounted to $2.8 million, $6.3 million and $3.2 million for 2007, 2008 and 2009, respectively. Business tax on advertising service revenue from our poster frame network amounted to $7.9 million, $13.9 million and $9.6 million, for 2007, 2008 and 2009, respectively. Business tax on Internet advertising service revenue amounted to $5.0 million, $6.1 million and $5.3 million for 2007, 2008 and 2009, respectively. Business tax on advertising service revenue from our movie theater & traditional outdoor billboards amounted to $1.3 million, $2.8 million and $1.5 million for 2007, 2008 and 2009, respectively.
    Business tax includes aggregating business tax and surtax of 5.55% and cultural industries tax ranging from 0% to 4.0% of our gross advertising service revenue.
          We also break down our total revenues into related-party and unrelated-party sources. The following table presents a more detailed breakdown of our gross revenues and its component parts:

53


Table of Contents

                                                 
    For the year ended December 31,  
    2007     2008     2009  
            (in thousands of U.S. dollars, except percentages)          
Gross Revenue:
                                               
LCD display network
                                               
— Unrelated parties
  $ 201,210       49.0 %   $ 262,754       40.9 %   $ 228,541       45.3 %
— Related parties
    2,583       0.6 %     1,403       0.2 %     582       0.1 %
 
                                   
Total LCD display network
    203,793       49.6 %     264,157       41.1 %     229,123       45.4 %
 
In-store Network
                                               
— Unrelated parties
    28,987       7.1 %     67,038       10.4 %     33,538       6.6 %
— Related parties
    1,300       0.3 %           0.0 %           0.0 %
 
                                   
Total in-store network
    30,287       7.4 %     67,038       10.4 %     33,538       6.6 %
 
Poster Frame Network
                                               
— Unrelated parties
    93,158       22.7 %     160,526       25.0 %     108,379       21.5 %
— Related parties
    243       0.1 %     88       0.0 %     147       0.0 %
 
                                   
Total Poster Frame Network
    93,401       22.8 %     160,614       25.0 %     108,526       21.5 %
 
Internet Advertising Network
                                               
— Unrelated parties
    79,256       19.3 %     114,750       17.9 %     111,282       22.0 %
— Related parties
    1,140       0.3 %     5,950       0.9 %     1,901       0.4 %
 
                                   
Total Internet Advertising network
    80,396       19.6 %     120,700       18.8 %     113,183       22.4 %
 
Movie theatre & Traditional outdoor billboards
                                               
— Unrelated parties
    38,558       9.4 %     78,250       12.2 %     60,132       11.9 %
— Related parties
          0.0 %     1,773       0.3 %     412       0.1 %
 
                                   
Total Movie theatre & Traditional outdoor billboards
    38,558       9.4 %     80,023       12.5 %     60,544       12.0 %
 
                                   
Gross Advertising Services Revenue:
    446,435       108.8 %     692,532       107.8 %     544,914       107.9 %
 
                                   
 
                                               
Less: Sales taxes:
                                               
LCD display network
    20,265       5.0 %     24,652       3.8 %     20,624       4.1 %
In-store Network
    2,843       0.7 %     6,319       1.0 %     3,192       0.6 %
Poster Frame Network
    7,929       1.9 %     13,863       2.2 %     9,564       1.9 %
Internet Advertising Network
    5,032       1.2 %     6,140       1.0 %     5,312       1.1 %
Movie theatre & Traditional outdoor billboards
    1,253       0.3 %     2,845       0.4 %     1,487       0.3 %
 
                                   
Total sales taxes
    37,322       9.1 %     53,819       8.4 %     40,179       8.0 %
 
                                   
 
                                               
Net Advertising Service Revenue
    409,113       99.7 %     638,713       99.4 %     504,735       99.9 %
Add:
                                               
Other revenue:
    1,115       0.3 %     3,622       0.6 %     300       0.1 %
 
                                   
Net revenues:
  $ 410,228       100.0 %   $ 642,335       100.0 %   $ 505,035       100.0 %
 
                                   
Advertising Service Revenue
          Sources of Revenues. We derive most of our total revenues from the sale of advertising time slots on our LCD display network, in-store network, Internet advertising network, movie theatre & traditional outdoor billboards, and frame space on poster frame network to unrelated third parties and to some of our related parties. We report our advertising revenue between related and unrelated parties because historically more than 10% of our advertising service revenues came from clients related to some of our directors. Our advertising services to related parties were

54


Table of Contents

provided in the ordinary course of business on the same terms as those provided to our unrelated advertising clients on an arm’s-length basis.
          Our advertising service revenue is recorded net of any sales discounts and agency commissions from our standard advertising rate cards that we may provide to our advertising clients. These discounts include volume discounts and other customary incentives offered to our advertising clients, including additional broadcast time for their advertisements if we have unused time slots available in a particular city’s advertising cycle, and represent the difference between our standard rate card and the amount we charge our advertising clients. Our advertising clients include advertisers that directly engage in advertisement placements with us and advertising agencies retained by some advertisers to place advertisements on the advertiser’s behalf. We expect that our advertising service revenue will continue to be the primary source, and constitute the substantial majority of, our revenues for the foreseeable future.
          Our advertising service revenue reflects a deduction for business taxes and related surcharges. Our advertising service revenues are subject to a business tax and surtax totaling 5.55% plus a cultural industries tax ranging from 0% to 4.0% on revenues earned from their advertising services provided in China. We deduct these amounts from our advertising service revenues to arrive at our total revenues attributable to advertising services.
Factors that Affect Our Advertising Service Revenue.
LCD display Network
          Prices for advertising services on our LCD display advertising networks vary significantly from city to city as income levels, standards of living and general economic conditions vary significantly from region to region in China, which in turn affect the advertising rates we are able to charge for time slots. Our advertising service revenue derived from our LCD display network is directly affected by the average price we charge for the advertising package provided to our customers, after taking into account any discount offered and the number of flat-panel displays in our network and the desirability, quality and pedestrian traffic of the locations where we are able to lease space to install our flat-panel displays.
In-store Network
          Our advertising service revenue derived from our in-store network is directly affected by the number of flat-panel displays in our network, the number of hypermarkets, supermarkets and convenience stores in the network, and the average price we charge for the advertising package provided to our customers after taking into account any discount offered, which vary significantly from city to city as income levels, standards of living and general economic conditions vary significantly from region to region in China.
Poster Frame Network
          Our advertising service revenue derived from our poster frame network is directly affected by:
    the number of frames in our poster frame network. We sell frame space on our poster frame network on a per frame basis. Increasing the number of residential and other locations on our poster frame network allows us to increase the number of frames on our network, thereby increasing the available frame space for sale to advertisers;
 
    the average price we charge for frame space on a per frame basis, after taking into account any discount offered, which varies significantly from city to city as income levels, standards of living and general economic conditions vary significantly from region to region in China; and
 
    our ability to effectively compete with smaller competitors in the sector. During the past few quarters, we have been facing intense competitions from those competitors in two key areas: securing desirable locations for our poster frames and pricing

55


Table of Contents

Internet Advertising Service Revenues
          Our advertising service revenue derived from our Internet advertising services is directly affected by:
    the number of customers who purchase agency services from us. We agree to provide advertising agency services and technology, and we charge fees based on the size and duration of the advertising campaign and the number of daily impressions or “hits” on the Internet advertisement; and
 
    our ability to identify relevant Internet user traffic and deliver effective advertisements for our advertising clients
Movie Theatre and Traditional Outdoor Billboard Networks
          Our advertising revenue derived from our movie theatre advertising network is directly affected by the number of movie theaters in which we have leased screen time, our expansion into additional theaters, and the length of the leased screen time, which is currently three minutes per screening per theater prior to movie screenings at the movie theater.
          Our advertising revenue derived from our traditional outdoor billboard networks is directly affected by the number of outdoor billboards which we have leased and our expansion into additional locations.
          Seasonality. Our advertising service revenue is subject to key factors that affect the level of advertising spending in China generally. In addition to fluctuations in advertising spending relating to general economic and market conditions, advertising spending is also subject to fluctuations based on the seasonality of consumer spending. In general, a disproportionately larger amount of advertising spending is concentrated on product launches and promotional campaigns prior to the holiday season in December. In addition, advertising spending generally tends to decrease in China during January and February each year due to the Chinese Lunar New Year holiday as office buildings and other commercial venues in China tend to be closed during the holiday. We believe this effect will be less pronounced with regard to advertising spending on our in-store network, as we believe commercial activity in hypermarkets and supermarkets is stable or even enhanced during the period of Chinese Lunar New Year. We also experience a slight decrease in revenues during the hot summer months of July and August each year, when there is a relative slowdown in overall commercial activity in urban areas in China. Our past experience, although limited, indicates that our revenues would tend to be lower in the first quarter and higher in the fourth quarter of each year, assuming other factors were to remain constant, such as our advertising rates and the number of available time slots on our network.
Revenue Recognition
Advertising revenues are recognized when all four of the following criteria are met: (i) persuasive evidence of agreement exists; (ii) delivery of service has occurred; (iii) the price is both fixed and determinable; and (iv) collection of the resulting receivable is reasonably assured.
    Revenue recognition for adverting service from LCD display network, Poster Frame network, In-store networks and Movie Theatre and Traditional Outdoor Billboard networks. We typically sign standard advertising contracts with our advertising clients, which require us to run the advertiser’s advertisements on our network in specified cities for a specified period, typically from four to twelve weeks. We recognize advertising service revenue ratably over the performance period of the advertising contract, so long as collection of our fee remains probable.
 
    Revenue recognition for Internet advertising network. Revenues primary consist of revenues from advertising and advertising-related services and revenues from sales of Adforward software. Advertising revenues, net of agency rebates, are recognized ratably over the period in which the advertisement is displayed. We sell Adforward subscriptions and perpetual licenses. Revenues are recognized for subscription arrangements ratably over the subscription period for those with fixed fees and as earned (based on actual usage) under our variable fee arrangements. Under perpetual license

56


Table of Contents

      agreements, revenue recognition is generally commenced when delivery has occurred, software has been installed and training has been provided as we do not currently have vendor-specific objective evidence of fair value, or VSOE, for either installation or training services.
          We generally collect our advertising service fees by billing our advertising clients within 60 to 90 days after completion of the advertising contract and book these unbilled or unpaid amounts as accounts receivable until we receive payment or determine the account receivable to be uncollectible.
          Our accounts receivable are general unsecured obligations of our advertising clients and we do not receive interest on unpaid amounts. We make specific reserves for accounts that we consider to be uncollectible. We also provide a general reserve for uncollectible accounts that we reassess on an annual basis. In 2007, 2008 and 2009, we made provision of $3.6 million, $15.8 million (aggregating the provisions for the disposal group for the SINA transaction and assets held for use) and $29.1 million, respectively, for accounts receivable that were outstanding for longer than six months. We expect our bad debt reserve to account receivables to decrease in absolute dollar terms in future under more favorable macro-economic conditions and more stringent credit policies we adopt.
Cost of Revenues
          Our cost of revenues consists of costs directly related to the offering of our advertising services and costs related to our sales of advertising equipment.
          The following table sets forth our cost of revenues, divided into its major components, by amount and percentage of our total revenues for the periods indicated:
                                                 
    For the year ended December 31,  
    2007     2008     2009  
            % of total             % of total             % of total  
    $     revenues     $     revenues     $     revenues  
            (in thousands of U.S. dollars, except percentages)          
Total revenues
  $ 410,228       100.0 %   $ 642,335       100 %   $ 505,035       100 %
Cost of revenues:
                                               
Net advertising service cost:
                                               
LCD display network
    51,850       12.7 %     77,866       12.1 %     75,467       15.0 %
In-store network
    23,502       5.7 %     61,834       9.6 %     24,170       4.8 %
Poster frame network
    28,086       6.8 %     59,815       9.3 %     95,401       18.9 %
Internet advertising network
    51,722       12.7 %     89,052       13.9 %     98,721       19.5 %
Movie theatre & traditional outdoor billboards
    28,507       6.9 %     56,944       8.9 %     45,085       8.9 %
 
                                   
Advertising service cost
    183,667       44.8 %     345,511       53.8 %     338,844       67.1 %
Other cost
    798       0.2 %     1,723       0.3 %     290       0.1 %
 
                                   
Total cost of revenues
    184,465       45.0 %     347,234       54.1 %   $ 339,134       67.2 %
 
                                   
Gross profit
  $ 225,763       55.0 %   $ 295,101       45.9 %   $ 165,901       32.8 %
 
                                   
Advertising Service Costs
          Our cost of revenues related to the offering of our advertising services on our advertising network consists of location costs, flat-panel display depreciation costs and other cost items, including salaries for and travel expenses incurred by our network maintenance staff and costs for materials. In 2008 and 2009, our costs of revenue also include impairment charges of equipment amounting to $18.6 million and $40.3 million, respectively, and impairment charges for acquired intangible assets amounting to $4.8 million and $25.4 million, respectively.
          Location costs for our LCD display network, in-store network, poster frame network and movie theatre & traditional outdoor billboard networks consist of:

57


Table of Contents

    rental fees and one-time signing payments we pay to landlords, property managers and stores pursuant to the display placement agreements we enter into with them;
 
    commissions and public relations expenses we incur in connection with developing and maintaining relationships with landlords and property managers; and
 
    maintenance fees for keeping our displays in proper operating condition.
          Generally, we capitalize the cost of our media displays and recognize depreciation costs on a straight-line basis over the term of their useful lives, which we estimate to be five years. The primary factors affecting our depreciation costs are the number of flat-panel displays in our network and the unit cost for those displays, as well as the remaining useful life of the displays. Beginning in 2006, our results of operations have been negatively affected by the amortization of intangible assets in relation to, among other things, material contracts and customer lists as a result of several acquisitions, particularly the acquisition of Framedia, Target Media and Allyes. The amortization of acquired intangible assets charged to cost of advertising services amounted to $16.1 million, $26.4 million and $18.6 million for 2007, 2008 and 2009, respectively.
          Our other cost of revenues consist of salary for and travel expenses incurred by our network maintenance staff and costs for materials and maintenance in connection with the upkeep of our advertising network. The primary factor affecting our other costs of revenues is the size of our network maintenance staff. As the size of our network increases, we expect our network maintenance staff, and associated costs, to increase in absolute terms, but to decrease as a percentage of total revenues.
          LCD display Network. Location costs are the largest component of our cost of revenues for our commercial location network. The primary factors affecting the amount of our location costs include the number of display placement agreements we enter into and the rental fees we pay under those agreements. We expect these costs to decrease as a percentage of our advertising service revenue for our commercial location network in the future, as our advertising service revenue for our commercial location network is expected to increase faster than the additional cost we incur from entering into new display placement agreements and any increases we may experience in renewing existing display placement agreements. However, when our display placement agreements expire, we may be unable to renew these agreements on favorable terms and the rental fee portion of our location costs attributable to these existing locations could increase. As we continue to increase the size of our network and as we update and replace our existing displays with new technology, our depreciation costs in connection with our commercial location network are expected to increase.
          In-store Network. The primary costs of revenues connected with our in-store network are location costs resulting from rental and maintenance fees and depreciation costs for our displays. We expect these costs to be lower as a percentage of the revenue in near future compared to 2009.
          Poster Frame Network. The primary costs of revenues connected with our poster frame network are location costs resulting from rental fees. Depreciation costs for our frames and other costs for salary and maintenance fees also account for a significant portion of cost of revenues for our poster frame network. We expect these costs to increase in 2010 and years after because of expansion of the poster frame network and more intense competition from our competitors for desirable locations.
          Internet Advertising Services Network. The primary costs of revenues connected with our Internet advertising services network are advertising space leasing costs charged by gateway websites and research and development costs in connection with the development of Internet advertising software packages. We expect these costs to be stable as percentage of revenue in near future compared to 2009.
          Movie Theatre & Traditional Outdoor Billboard Networks. The primary costs of revenue connected with movie theater advertising network and traditional outdoor billboard network are advertising time slot leasing costs charged by the movie operators and advertising space leasing costs charged by the billboard owners, respectively.

58


Table of Contents

Operating Expenses and Net Income
          Our operating expenses consist of general and administrative, selling and marketing expenses and amortization of acquired intangible assets. In 2008 and 2009, our operating expenses also included a goodwill impairment loss. The following table sets forth our operating expenses, divided into their major categories by amount and as a percentage of our total revenues for the periods indicated.
                                                 
    For the year ended December 31,  
    2007     2008     2009  
            % of total             % of total             % of total  
    $     revenues     $     revenues     $     revenues  
            (in thousands of U.S. dollars, except percentages)                  
Gross profit
  $ 225,763       55.0 %   $ 295,101       45.9 %   $ 165,901       32.8 %
Operating expenses:
                                               
General and administrative
    45,641       11.1 %     90,194       14.0 %     120,191       23.8 %
Selling and marketing
    60,708       14.8 %     95,400       14.9 %     107,184       21.2 %
Impairment loss
          0.0 %     596,069       92.8 %     86,303       17.1 %
Other operating income
    (7,645 )     (1.9 %)     182,522       28.4 %     10,848       2.2 %
 
                                   
Total
    98,704       24.0 %     964,185       150.1 %     324,526       64.3 %
 
                                   
Income from operations
    127,059       31.0 %     (669,084 )     (104.2 %)     (158,625 )     (31.5 %)
 
                                   
          General and Administrative. General and administrative expenses primarily consist of salary and benefits for management and finance and administrative staff personnel, share-based compensation expenses, bad debt expenses, business tax mainly relating to tax planning charges paid by our affiliated PRC companies, office rental, maintenance and utilities expenses, depreciation of office equipment, other office expenses and professional services fees. General and administrative expenses accounted for 11.1%, 14.0% and 23.8% of our total revenues in 2007, 2008 and 2009, respectively. The increase in general and administrative expenses in absolute dollar term and as percentage of total revenue for 2009 comparing to 2008 and 2007 is mostly attributable to following two factors: (1) in 2009 we incurred more bad debt provision for our accounts receivable due to unfavorable macro economic conditions in 2009; and (2) we incurred more share-based compensation due to our modification and cancellation of the 2007 employee share option incentive plan, which was modified in October 2008, adopting an employee restricted share incentive plan in 2009 and issuing 75 million new ordinary shares to Jason Nanchun Jiang through JJ Media Investment Holding, which resulted in a $4.0 million compensation charge. We expect our general and administrative expenses will increase in absolute dollar terms in the near term compared to 2009 due to the “2009 Replacement” incentive plan described in further detail below in “Share-based Compensation”.
          Selling and Marketing. Our selling and marketing expenses primarily consist of salaries and benefits, including share-based compensation expense for our sales staff, marketing and promotional expenses, and other costs related to supporting our sales force. Selling and marketing expenses accounted for 14.8%, 14.9% and 21.2% of our total revenues in 2007, 2008 and 2009, respectively. The increase in selling and marketing expenses both in absolute dollar terms and as percentage of total revenue in 2009 compared to 2008 and 2007 was primarily attributable to following two factors: (1) we had to spend more as a percentage of total revenue in marketing and promotional activities to counter the contracting customer demands for our advertising services under unfavorable macro economic conditions; and (2) we incurred more share-based compensation expenses due to our modification and cancellation of the 2007 employee share option incentive plan, which was modified in October 2008, and adopting an employee restricted share incentive plan in 2009. We expect that our selling and marketing expenses will increase in absolute dollar terms in near term compared to 2009 due to the “2009 Replacement” incentive plan described in further detail below in “Share-based Compensation”. .
          Impairment Loss for goodwill. We are required to complete a two-step goodwill impairment test. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry

59


Table of Contents

to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. We performed an annual goodwill impairment test for each of our reporting units as of December 31, 2007, 2008 and 2009 or when a triggering event indicated that it was probable that the carrying amount of a reporting unit may have exceeded its fair value. As a result, we recorded a goodwill impairment loss of $596.1 million and $87.6 million for the year ended December 31, 2008 and 2009, respectively, which were primarily related to our poster frame network and Internet advertising business.
          The timing of an impairment test may result in charges to our statements of operations in our current reporting period that could not have been reasonably foreseen in prior periods. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to the reporting units, assigning goodwill to reporting units and estimating the fair value of each reporting unit. Estimates of fair value of each reporting unit are significantly affected by assumptions such as future revenue growth rates, gross margin percentages, operating margin percentages, effective tax rates, terminal growth rates, discount rate, working capital requirements and capital expenditures. Changes in these estimates and assumptions could materially affect the determination of fair value of each reporting unit which could trigger impairment.
          Long-lived asset Impairment. We test long-lived assets for possible impairment if an event occurs or circumstances change that would more likely than not reduce the fair value of an asset group below its carrying amount. Asset recoverability is an area involving management judgment, requiring assessment as to whether the carrying value of assets can be supported by the undiscounted future cash flows. In calculating the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters such as revenue growth rates, gross margin percentages, terminal growth rates and the economic life of the long-lived assets. As a result of impairment tests performed, we recognized impairment losses on long-lived assets of $23.4 million and $65.7 million in 2008 and 2009, respectively.
          Share-based Compensation. In 2007 and 2008, options to purchase 10,892,685 and 26,529,625 ordinary shares were authorized and granted under our option plans, respectively. Of the 26,592,625 options granted in 2008, 10,138,625 options were granted concurrently with the cancellation of 21,724,685 options granted during the period from October 3, 2007 to July 25, 2008 (“2008 Replacement”). This was accounted for as a modification with no incremental compensation cost as the fair value of the options immediately before modification was higher than the fair value of the modified options.
          On September 22, 2009, as a result of recent performance evaluations, 1,776,300 of the 2008 Replacement options were cancelled and previously unrecognized compensation cost of $2,587,993 was recognized on the cancellation date. In addition, 7,550,849 of the 2008 Replacement options, associated with 300 employees, were cancelled and replaced by an equivalent number of unvested restricted shares (“2009 Replacement”). This was accounted for as a modification with an incremental compensation cost of $8,122,206 recorded over the vesting period of two to three years. The incremental compensation cost was measured as the excess of the fair value of the restricted shares over the fair value of the cancelled options at the cancellation date. Further, restricted shares to obtain 28,935,131 ordinary shares were granted to employees in 2009.
          Under the terms of each plan, options are generally granted at prices at the fair market value of the ordinary shares at the date of grant, whereas restricted shares are granted without exercise price, expire 10 years from the date of grant and generally vest over two to four years with certain options vesting over one year. As of December 31, 2007, 2008 and 2009, 39,890,055, 32,840,540 and 15,642,620 options and as of December 31, 2009, 36,3448,980 restricted shares were granted to employees and remained outstanding, respectively. The fair value of restricted shares are valued at fair market value of the ordinary shares at the date of grant whereas the fair value of options granted to employees is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
                         
Options granted to employees and                  
non-employees:   2007     2008     2009  
Risk-free rate of return
    4.02% - 4.68 %     1.59%-3.2 %     0.87 %
Weighted average expected option life
  2 years       2.5 to 4 years     2.5 years  
Volatility rate
    50.61%-53.05 %     53%-68.88 %     88.32 %
Dividend yield
    0 %     0 %     0 %

60


Table of Contents

          The expected volatilities were estimated based on historical volatility. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate assumption is determined using the Federal Reserve nominal rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award. The weighted average fair value of share options granted for the years ended December 31, 2007 and 2008 was $3.56, $1.85, respectively and the weighted average fair value of restricted shares granted for the year ended December 31, 2009 was $2.24.
          On September 23, 2009, we entered into a definitive agreement for a private equity placement of 75 million of our newly issued ordinary shares with Jason Nanchun Jiang through JJ Media Investment Holding Limited, for a purchase price of $1.899 per share, representing the average closing price of the shares during the twenty consecutive trading days preceding the signing of the definitive agreement. On November 18, 2009, the private equity placement was consummated and we received gross proceeds of $142.4 million. The shares issued to JJ Media Investment Holding Limited were subject to a six month lock-up. This transaction resulted in share based compensation expense of $4.0 million, which represents the excess of the fair value of our shares over the purchase price. The fair value of the shares reflects our closing share price on the trading day immediately preceding the signing date of the definitive agreement.
          The following table summarizes the share-based compensation recognized in the consolidated statements of operations:
                         
    For the years ended December 31,  
    2007     2008     2009  
Cost of sales
  $ 980,488     $ 1,469,847     $ 1,504,092  
General and administrative
    11,307,664       24,510,009       43,839,566  
Selling and marketing
    9,166,146       16,635,310       21,159,476  
 
                 
Total
  $ 21,454,298     $ 42,615,166     $ 66,503,134  
 
                 
          Amortization of Acquired Intangibles. Our amortization of acquired intangibles consists of the amortized portion of intangible assets we acquired through our acquisition of other companies and assets. The Group recorded amortization expense as follows:
                         
    For the years ended December 31,  
    2007     2008     2009  
Cost of revenues
  $ 16,113,970     $ 26,419,547     $ 18,628,185  
Selling and marketing
    8,639,094       13,669,067       8,650,559  
 
                 
Total
  $ 24,753,064     $ 40,088,614     $ 27,278,744  
 
                 
          The Group expects to record amortization expense of $17,084,514, $12,544,500, $6,719,309, $3,336,761, and $1,528,937 for the years ending December 31, 2010, 2011, 2012, 2013 and 2014, respectively.
Critical Accounting Policies
          We prepare our financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of

61


Table of Contents

judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements as their application places the most significant demands on our management’s judgment.
Revenue Recognition
          The Group’s revenues are primarily derived from advertising services and, to a lesser extent, sales from advertising equipment and sales from Internet subscriptions and perpetual licenses to its Adforward software.
          Revenues from advertising services and advertising equipment are recognized when (i) persuasive evidence of an arrangement exists; (ii) delivery of the products and/or services has occurred and risks and rewards of ownership have passed to the customer; (iii) the selling price is both fixed and determinable; and (iv) collection of the resulting receivable is reasonably assured.
          The Group generates advertising service revenues from the sale of advertising time slots in the out-of-home television advertising networks, the sales of frame space on the poster frame network, advertising time slots on big screen networks leased from movie theatres and on traditional billboard networks and the sale of advertising services through our Internet network. In the majority of advertising arrangements, the Group acts as a principal in the transaction and records advertising revenues on a gross basis. The associated expenses are recorded as cost of revenues. In some instances the Group is considered an agent and recognizes revenue on a net basis. Revenues from advertising services are recognized, net of agency rebates, ratably over the period in which the advertisement is displayed, assuming all other revenue recognition criteria have been met.
          Revenues from the sale of advertising equipment are recognized upon delivery, assuming all other revenue recognition criteria have been met.
          The Group sells Adforward subscriptions and perpetual licenses. Revenues are recognized for subscription arrangements ratably over the subscription period for those with fixed fees and as earned (based on actual usage) under our variable fee arrangements. Under perpetual license agreements, revenue recognition generally commences when delivery has occurred, software has been installed and training has been provided as the Group does not currently have VSOE for either installation or training services.
          The Group enters into franchise arrangements with a number of third party franchisors. Revenue from initial franchise fees was recognized when the franchise sale transaction was completed, that is, when all material services or conditions relating to the sale had been substantially performed or satisfied by the franchisor.
          Prepayments for advertising services are deferred and recognized as revenue when the advertising services are rendered.
Accounts Receivable
          We generally collect our advertising service fees by billing our advertising clients within 60 to 90 days after completion of the advertising contract and book these unbilled or unpaid amounts as accounts receivable until we receive payment or determine the account receivable to be uncollectible.
          Our accounts receivable are general unsecured obligations of our advertising clients and we do not receive interest on unpaid amounts. We make specific reserves for accounts that we consider to be uncollectible based on known changes in customers’ ability to pay. We also provide a general reserve for uncollectible accounts that we reassess on a quarterly basis. The general reserve is determined by applying certain percentages to each aging group of account receivables. The estimated percentages of uncollectible account receivables for general reserve purpose was affected by management’s perception about general economic environment and historical collection data for each aging group. The actual collection may materially differ from what the management estimated. In 2007, 2008 and 2009, we made provisions of $3.7 million, $15.8 million and $29.1 million, respectively, for accounts receivable that were outstanding for longer than six months. The significant increase in bad debt reserves is primarily due to unfavorable macro economic conditions caused by the financial crisis in late 2008. We expect our bad provision to account receivables to decrease in absolute dollar term in future under more favorable macro economic condition, more stringent credit policies and intensified collection efforts.

62


Table of Contents

Share-based Compensation
          Share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employees’ requisite service period. Our share-based compensation plans are described in Note 12 to our consolidated financial statements and above in the section “Item 5. Operating and Financial Review and Prospects — Share-based Compensation” on page 60.
          The fair value of restricted shares is the market value of the ordinary shares on the date of grant whereas the fair value of options granted to both employees is estimated on the date of grant using the Black-Scholes-Merton option pricing model, which requires the input of highly subjective assumptions, including the estimated expected life of the share options, and the price volatility of the underlying shares. The assumptions used in calculating the fair value of share options represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future. In addition, we estimate our expected forfeiture rate and recognize the expense only for those shares expected to vest. These estimates are based on past employee retention rates and our expectations of future retention rates. We will prospectively revise our estimated forfeiture rates based on actual history. Our compensation expense may change based on changes to our actual forfeitures of these share-based compensation.
Income Taxes
          We record a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. In the event we determine that we will be able to realize our deferred tax assets in the future, in excess of their recorded amount, an adjustment to our deferred tax assets would increase our income in the period such determination was made. Likewise, if we determine that we will not be able to realize all or part of our net deferred tax assets in the future, an adjustment to our deferred tax assets would decrease our income in the period such determination was made. We record income tax expense on our taxable income using the balance sheet liability method at the effective rate applicable to each of our affiliated entities in China in our consolidated statements of operations and comprehensive income. Currently, one of our subsidiaries is in the process of applying for HNTE status in China. This tax status, along with the applicable tax holidays, will allow the subsidiary to benefit from a 0% tax rate for year 2010. Upon receiving the approval for the HNTE status, we will adjust the tax accrual to reflect the 0% tax rate applicable to that particular subsidiary effective from January 1, 2010 and the estimated effective tax rate for fiscal year 2010 through 2012 for the Group will be reduced.
Goodwill Impairment
          We test goodwill for possible impairment on an annual basis as of December 31 of each year and at any other time if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Circumstances that could trigger an impairment test between annual tests include, but are not limited to:
    a significant adverse change in the business climate or legal factors;
 
    an adverse action or assessment by a regulator;
 
    unanticipated competition;
 
    loss of key personnel;
 
    the likelihood that a reporting unit or a significant portion of a reporting unit will be sold or disposed of;

63


Table of Contents

    a change in reportable segments; and/or
 
    results of testing for recoverability of a significant asset group within a reporting unit.
          The timing of an impairment test may result in charges to our statements of operations in our current reporting period that could not have been reasonably foreseen in prior periods. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to the reporting units, assigning goodwill to reporting units and estimating the fair value of each reporting unit. Estimates of fair value of each reporting unit is significantly affected by assumptions such as future revenue growth rates, gross margin percentages, operating margin percentages, effective tax rates, terminal growth rates, discount rates, working capital requirements and capital expenditures. Changes in these estimates and assumptions could materially affect the determination of fair value of each reporting unit which could trigger impairment.
          As of December 31, 2007, 2008 and 2009, we had a goodwill balance of $943.4 million, $30.7 million and $410.4 million, respectively.
Goodwill impairment in 2008
          In December 10, 2008, we announced termination of CGEN share purchase agreement and the disposal of the business. As a result, we impaired the full outstanding balance of goodwill arising from the CGEN acquisition of $145.6 million..
          In the fourth quarter of 2008, we began to face mounting uncertainties about the future demand for our services by our major advertisers. Such uncertainty and worsening macro-economic situation prompted us to undertake an impairment test for each of our reporting unit using income approach valuation methods. The results of our annual impairment test resulted in a goodwill impairment loss of $376.8 million in 2008 for our poster frame reporting unit, $218.4 million for our Internet advertising reporting unit and $0.9 million for our movie theatre and traditional billboard advertising services reporting unit, as the valuation analysis indicated that the fair value of the reporting units were less than the carrying value. The results of the first step of our annual impairment test indicated that the fair value of our LCD display network reporting unit substantially exceeded its carry amount and therefore, the reporting unit was not subject to the second step of the impairment test.
          In March 2008, as a result of changes to government regulations in the mobile handset advertising industry in the PRC, there was a triggering event which required us to reevaluate the carrying value of the goodwill and assets of the mobile handset advertising reporting unit. We undertook a business restructuring in April 2008 to amend our strategic business plans and on December 10, 2008, we announced the complete termination of our mobile handset advertising business. We incurred a $44.1 million goodwill impairment loss which was classified within the loss from discontinued operations for 2008.
Goodwill impairment in 2009
          On September 28, 2009, the Company and SINA jointly decided to abort the proposed acquisition announced on December 22, 2008. As such, the assets classified as held-for-sale as of December 31, 2008 were reclassified as assets to be held and used. At the time of reclassification, the assets were required to be measured at the lower of (1) their carrying amount before they were classified as held-for-sale, adjusted for any depreciation or amortization that would have been recognized had the assets been continuously classified as held and used or (2) their fair value at the date of reclassification. Certain of the reclassified assets had a fair value lower than their carrying value, which the Group believed was a goodwill impairment indicator. Accordingly, the Group performed an impairment test using the income approach valuation method on the two reporting units subject to reclassification, LCD display network and poster frame network.. The analysis resulted in an impairment of $16.4 million, representing all of the poster frame reporting unit’s remaining goodwill. This goodwill was the result of the settlement of contingent consideration while the associated reporting unit was classified as held-for-sale. The LCD display reporting unit passed the first step of the impairment test with fair value exceeding the carrying amount by a substantial margin and therefore, incurred no impairment loss.

64


Table of Contents

          In the fourth quarter of 2009, the Group paid further contingent consideration of $14.0 million related to the poster frame network reporting unit. This amount was recorded as additional goodwill and was immediately impaired as there had been no material changes in the fair value of the reporting unit subsequent to September 28, 2010, the most recent impairment analysis date. The balance of goodwill for the poster frame reporting unit remained at zero at December 31, 2009.
          The annual impairment test for the LCD display network at December 31, 2009 did not result in additional goodwill impairment as there had been no material changes in the fair value of this unit subsequent to the date of the last impairment test on September 28, 2009.
          In August 2009, the Group started to negotiate with the ex-shareholders of various subsidiaries within the Internet advertising segment to sell back part of the equity interests held by the Group in those entities, in exchange for the reduction of future earn-out payments stated in the original purchase agreements. These transactions were considered a triggering event for performing an impairment test for the Internet advertising reporting unit, which was the reporting unit for the purpose of the goodwill impairment test. As a result of the test, the Group recorded a goodwill impairment of $24.0 million using an income approach. Subsequently, the Group disposed of these subsidiaries, which resulted in a de-recognition of goodwill amounting to $18.9 million. These amounts, along with all operations of these subsidiaries, have been classified as a component of loss from discontinued operations in the consolidated statements of operations.
          As of December 31, 2009, the Internet advertising reporting unit had a goodwill balance of $4.3 million. The Group performed its annual impairment test at the end of the year, which indicated that the fair value exceeded the carrying amount by a significant margin and, therefore, no further goodwill impairment was recognized.
          The Group settled contingent purchase consideration of $33.2 million associated with the movie theatre and traditional outdoor billboard reporting unit during the year ended December 31, 2009. This amount was recorded as additional goodwill and was immediately impaired as there had been no material changes in the fair value of the reporting unit subsequent to the December 31, 2008, the most recent impairment analysis date, which was still lower than the carrying amount of the reporting unit on December 31, 2009. As the balance of goodwill remained at zero at December 31, 2009, no annual impairment test for movie theatre and traditional outdoor billboard reporting unit was required.
Long-lived asset Impairment
          We test long-lived assets for possible impairment if an event occurs or circumstances change that would more likely than not reduce the fair value of an asset group below its carrying amount. Asset recoverability is an area involving management judgment, requiring assessment as to whether the carrying value of assets can be supported by the undiscounted future cash flows. In calculating the undiscounted future cash flows and fair value, certain assumptions are required to be made in respect of highly uncertain matters such as revenue growth rates, gross margin percentages, net operating margin percentages, effective tax rates, and terminal growth rates and the economic life of each long-lived asset.
Impairment of long-lived assets in 2008
          In the fourth quarter of 2008, we determined that a substantial portion of fixed assets for the LCD display networks classified as assets held for sale may not be effectively utilized in the future due to our decision to halt our network expansion plan given an unfavorable macro economic environment, which was manifested by the first sequential decline in revenue in our history during the quarter ended December 31, 2008, and uncertainty in regard to customer demands for our LCD display network-based advertising services. As a result, we recognized a $15.3 million equipment impairment expense.
          In the fourth quarter of 2008, we also recorded an impairment charge of $4.8 million on intangible assets associated with the Target Media brand due to the management decision to accelerate phasing out the brand from the operation of our LCD display networks.

65


Table of Contents

          In the fourth quarter of 2008, we began to have a rental dispute with one of major chain-store operators in China. We could not foresee when the dispute would be settled or whether the settlement would be in our favor. Before the settlement of this dispute, we were denied physical access to the equipment installed in the chain-stores by the chain-store operator. As a result, we recorded an impairment charge of $3.3 million of the equipment installed in the chain-store.
          As a result of the termination of the mobile handset advertising services as described above in “Goodwill Impairment”, we recognized an impairment of $14.6 million for the intangible assets, which was recorded within loss from discontinued operations.
Impairment of long-lived assets in 2009
          During the first quarter of 2009, the Company announced that it would cease expansion of its digital poster frame networks and, in response to a regulation promulgated by Shanghai Municipality Government in early 2009, the operation of its boat-based advertising platform on the Huangpu River. As part of assets to be sold to SINA, both digital poster frames and boat-based advertising platform on the Huangpu River were classified as assets held-for-sale until September 2009. In accordance with U.S. GAAP, such assets were not depreciated or amortized nor were they subject to the same impairment analysis as assets held and used. With the termination of the agreement with SINA in the third quarter of 2009, the Company decided that the chances of fully utilizing the majority of our digital frames or selling them to third parties in the future were remote as manifested by deteriorating quarterly revenue and gross profit performances since the beginning of 2009. As a result, the Company recorded an impairment loss of $27.0 million, which represents the excess of carrying amount of those digital frames over their fair value, representing the estimated salvage value of those digital frames that could be utilized as spare parts for the equipment already installed and in use as of March 31, 2009. The Company also decided that the chances of resuming operation of the boat-based advertising platform on the Huangpu River were remote and that it was not be economically viable to operate the platform on other rivers in China and, therefore, recorded an impairment loss of equipment and and intangible assets associated with the platform of $9.5 million and $3.2 million, respectively.
          In August 2009, the Company started to negotiate with the ex-shareholders of various subsidiaries within the Internet segment to sell back part of the equity interests held by the Company in those entities in exchange for the reduction of future earn-out payments. Some of these partial equity disposal transactions were closed towards the end of August. Subsequently the Company completely disposed of its remaining equity interests in those subsidiaries within the Internet businesses during the quarter ended December 31, 2009. As a result, the Company recorded an impairment loss of the disposal of intangible assets of $19.0 million within the loss from discontinued operations.
Taxation
Cayman Islands, the British Virgin Islands and Hong Kong.
          Under the current laws of the Cayman Islands and the British Virgin Islands, none of Focus Media Holding Limited, and its subsidiaries incorporated in Cayman Islands or the British Virgin Islands, is subject to tax on its income or capital gains. Focus Media Hong Kong, Allyes (China) Holding Company Limited and Hua Kuang Advertising Company Limited, our wholly owned subsidiaries incorporated in Hong Kong, is subject to profits tax rate of 16.5% on its assessable profits, yet interest derived from deposits placed in Hong Kong with authorized institutions is exempted from the Hong Kong profits tax. In addition, payment of dividends by either company is not subject to withholding tax in those jurisdictions.
Taxable Presence Exposure in the PRC
          The newly enacted Enterprise Income Tax Law and its implementation regulations, as discussed below, provides that enterprises established under the laws of foreign countries or regions whose “de facto management bodies” are located within the PRC are considered PRC resident enterprises and will be subject to the PRC Enterprise Income Tax at the rate of 25% on their worldwide income. Under the Implementation Rules of the PRC Enterprise Income Tax Law, as discussed below, a “de facto management body” is defined as a body that has

66


Table of Contents

material and overall management and control over manufacturing and business operations, personnel and human resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise. Although our main management and investment functions are performed outside of China, there is uncertainty regarding whether PRC tax authorities would deem us to be a PRC resident enterprise. If we are treated as resident enterprises for PRC tax purposes, we will be subject to PRC tax on our worldwide income at the 25% tax rate, which would have an impact on our effective tax rate. Additionally, under such circumstances, dividends distributed from our PRC subsidiaries to our BVI company and ultimately to our Cayman Islands company, could be exempt from Chinese dividend withholding tax, and dividends from our Cayman Islands company to ultimate shareholders would be subject to Chinese withholding tax at 10% or a lower treaty rate.
PRC
          Prior to January 1, 2008, pursuant to the PRC Income Tax Laws, the Company’s subsidiaries and VIEs were generally subject to Enterprise Income Tax (“EIT”) at a statutory rate of 33%, which comprised 30% national income tax and 3% local income tax.
          On January 1, 2008, a new EIT law (the “New Law”) in China took effect. The New Law applies a uniform 25% EIT rate to both foreign invested enterprises and domestic enterprises. The New Law provides a five-year transition period from its effective date for those enterprises which were established before the promulgation date of the New Law and which were entitled to a preferential tax treatment under the PRC Income Tax Laws, such as a reduced tax rate or a tax holiday. On December 26, 2007, the State Council issued the Notice of the State Council Concerning Implementation of Transitional Rules for Enterprise Income Tax Incentives (“Circular 39”). Based on Circular 39, certain specifically listed categories of enterprises which enjoyed a preferential tax rate of 15% are eligible for a graduated rate increase to 25% over the 5-year period beginning from January 1, 2008. Specifically, the applicable rates under such an arrangement for such enterprises would be 18%, 20%, 22%, 24% and 25% for 2008, 2009, 2010, 2011, 2012 and thereafter, respectively. Preferential tax treatments will continue to be granted to industries and projects that are strongly supported and encouraged by the state, and enterprises that qualify as “new and high technology enterprises strongly supported by the state (“HNTE”) under the New Law will be entitled to a 15% preferential EIT rate.
          Most of the Company’s subsidiaries and VIEs transitioned from 33% to 25%, effective January 1, 2008. Those that currently enjoyed a lower tax rate of 15% as high-tech companies under the PRC Income Tax Laws transition to the uniform tax rate of 25% from 2008 unless they obtain the HNTE status under the New Law. The Group has thus generally applied the 25% rate in calculating its deferred tax balances. Subsidiaries and VIEs with temporary differences reversing during the holiday period have used the reduced rates in calculating their deferred tax balance.
          Among the subsidiaries and VIEs, Beijing Focus Media Wireless Co., Ltd. and Beijing Kong Zhong Hui Ke Technology Co., Ltd. qualified for the transitional rule under Circular 39 and thus enjoyed 0% for 2008 and enjoy a 50% reduction off the transitional tax rate from 2009 through 2011 based on the transitional rule under the New Law. New Allyes Information is subject to the transitional rule provided under Circular 39, while Allyes Information Technology (Shanghai) Co., Ltd. has been granted HNTE status under the New Law and enjoys a rate of 0% for 2008 and 2009 and will enjoy a 50% reduction off the tax rate from 2010 through 2012. .
          The Group adopted the provisions of ASC 740-10, “Income Taxes” (previously FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—An Interpretation of SFAS No. 109”) effective January 1, 2007 and estimated the cumulative effect on adoption to be a reduction of consolidated retained earnings as of January 1, 2007 of $3,912,339, including interest and penalties, with a corresponding increase in the liability for uncertain tax positions. The Group has elected to classify interest and penalties relating to income tax matters within income tax expense. The amount of penalties and interest as of adoption and December 31, 2008 and 2009 are immaterial. The Group decreased its liabilities for unrecognized tax benefits by $3,080,251 and $592,525 in connection with effective settlement of prior-year tax uncertainties during the years ended December 31, 2008 and 2009, respectively. The Group does not anticipate any significant increases or decreases to its liability for unrecognized tax benefits within the next 12 months. According to the PRC Tax Administration and Collection Law, the statute of limitations is generally three years if the underpayment of taxes is due to computational errors made by the taxpayer. The statute of limitations will be extended to five years under special circumstances, which are not clearly defined,

67


Table of Contents

but an underpayment of tax liability exceeding RMB100,000 (approx. $14,000 under the current exchange rate) is specifically listed as a special circumstance. In the case of a transfer pricing related adjustment, the statute of limitations is 10 years. There is no statute of limitations in the case of tax evasion. The status of limitations in Hong Kong is six years.
Recently Issued Accounting Standards
          In June 2009, the FASB issued ASC 810-10, “Consolidation —Overall” (previously SFAS 167, “Amendments to FASB Interpretation No. 46(R)”). This accounting standard eliminates exceptions of the previously issued pronouncement to consolidating qualifying special purpose entities, contains new criteria for determining the primary beneficiary, and increases the frequency of required reassessments to determine whether a company is the primary beneficiary of a variable interest entity. This accounting standard also contains a new requirement that any term, transaction, or arrangement that does not have a substantive effect on an entity’s status as a variable interest entity, a company’s power over a variable interest entity, or a company’s obligation to absorb losses or its right to receive benefits of an entity must be disregarded in applying the provisions of the previously issued pronouncement. This accounting standard will be effective for the Company’s fiscal year beginning January 1, 2010. The Group does not expect any material impact on its consolidated financial position, results of operations or cash flows.
          In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, “Measuring Liabilities at Fair Value”, to provide guidance on measuring the fair value of liabilities under ASC 820, “Fair Value Measurements and Disclosures.” The ASU clarifies that the quoted price for the identical liability, when traded as an asset in an active market, is also a level 1 measurement for that liability when no adjustment to the quoted price is required. In the absence of a Level 1 measurement, an entity must use a valuation technique that uses a quoted price or another valuation technique consistent with the principles of ASC 820 (e.g., a market approach or an income approach). The provisions of ASU 2009-05 are effective for the first reporting period (including interim periods) beginning after January 1, 2010. The Group does not expect the adoption of ASU 2009-05 to have a material impact on the Group’s consolidated financial statements.
          In December 2009, the FASB issued ASU 2009-16, “Transfers and Servicing (Topic 860) - Accounting for Transfers of Financial Assets”, which formally codifies FASB Statement No. 166, “Accounting for Transfers of Financial Assets”, into the ASC, issued by the FASB in June 2009. ASU 2009-16 represents a revision to the provisions of former FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. The amendments in ASU 2009-16 eliminate the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. ASU 2009-16 is effective for annual and interim periods beginning after November 15, 2009. Additionally, the recognition and measurement provisions of ASU 2009-16 should be applied to transfers that occur on or after the effective date. Early application is not permitted. The Group does not expect the adoption of ASU 2009-16 to have a material impact on the Group’s consolidated financial statements.
          In December 2009, the FASB issued ASU 2009-17, “Consolidations (Topic 810) – Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” ASU 2009-17 changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. ASU 2009-17 also requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. ASU 2009-17 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or January 1, 2010, for a calendar year entity. Early adoption is not permitted. The Group does not expect that the adoption of ASU 2009-17 will have a material impact on its consolidated financial position, results of operations or cash flows.
          In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosures (Topic 820)—Improving Disclosures about Fair Value Measurement” ASU 2010-06 amends ASC 820 (formerly SFAS 157) to

68


Table of Contents

add new requirements for disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Levels 1, 2, and 3. The guidance in ASU 2010-06 is effective for the first reporting period beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. In the period of initial adoption, entities will not be required to provide the amended disclosures for any previous periods presented for comparative purposes. However, those disclosures are required for periods ending after initial adoption. The Group does not expect the adoption of ASU 2010-06 to have a material impact on the Group’s consolidated financial statements.
Acquisitions
          Since we commenced our current business operations in May 2003, we have acquired numerous companies to expand the coverage of our network in China and to acquire businesses that are complementary to our operations. See “Item 10.C Additional Information — Material Contracts”.
          Some of the businesses we acquired had entities located both in and outside of China. The consideration we paid for these businesses was made in two parts, one part for the entity located in China, and the other part for the entity located outside of China. For consideration paid to acquire entities located in China, we withheld on behalf of sellers who are natural persons 20% of the amount by which the acquisition price exceeded the registered capital of such PRC entity as required under the PRC Individual Income Tax Law and related implementation rules. We were not required to and did not withhold any tax in connection with payments made to acquire the entities located outside of China. See “Item 3.D Key Information — Risk Factors — Risks Relating to the People’s Republic of China — The PRC tax authorities may require us to pay additional taxes in connection with our acquisitions of offshore entities that conducted their PRC operations through their affiliates in China”.
2008 acquisitions:
          In January 2008, we acquired CGEN Digital Media Company, Limited (“CGEN”), which was our largest competitor in the in-store advertising segment. The purchase price included cash of $168.4 million, all of which was paid in 2009, and assumed net liabilities of $14.2 million. In addition, additional purchase consideration was contingent based on the achievement of certain earnings targets. We also made a loan of $30 million to finance CGEN’s working capital prior to the closure of the acquisition. The acquisition was recorded using the purchase method of accounting and the goodwill was assigned to the in-store advertising segment.
          On December 10, 2008, we announced the restructuring of our in-store advertising segment, the disposal of CGEN and the termination of the CGEN acquisition agreement. As a result, we recognized a loss on disposal of CGEN of $190.5 million.
          We acquired six entities in the poster-frame advertising segment for cash consideration of $1.2 million in 2008. We recognized acquired intangible assets of $7.9 million and recognized goodwill of $0.4 million, which was assigned to the poster fame advertising services segment. Part of the purchase consideration is contingent and is based on earnings targets for three years subsequent to the acquisition, subject further to the attainment of certain operational targets. The purchase price allocation cannot be completed until the contingent consideration is resolved. As such, we recorded a liability of $7.4 million, which was equal to the excess of the fair value of the assets acquired over cost on the date of acquisition.
          We acquired two entities which provide Internet advertising service for nil cash consideration in 2008. We recognized acquired intangible assets of $0.7 million. Part of the purchase consideration is contingent and is based on earnings targets for three years subsequent to the acquisition, subject further to the attainment of certain operational targets. The purchase price allocation cannot be completed until the contingent consideration is resolved. As such, we recorded a liability of $0.7 million, which was equal to the excess of the fair value of the assets acquired over cost on the date of acquisition. In 2009 through a series of transactions, we sold of our equity interest in these two entities back to their original owners.

69


Table of Contents

2009 acquisitions:
          We did not make any significant acquisitions in 2009. We made aggregate cash payments of $92.4 million during the year as the result of consideration made to acquire the noncontrolling interests of certain subsidiaries and resolved contingent consideration. Accordingly, we recorded additional goodwill of $81.8 million.
Disposition
2008 Disposition
          On December 10, 2008, we announced the restructuring of our in-store advertising segment the disposal of CGEN and the termination of the CGEN share purchase agreement. We sold all of CGEN’s assets and liabilities to a third party, with the exception of its in-store monitors. Our retention of the monitors was for future similar use and we concluded that such use constituted migration of revenue and continuing involvement. As such, the results of CGEN’s operations have been classified as a component of continuing operations. We recognized a loss on the disposal of CGEN of $190.5 million, which includes the write-off of the carrying value of intangible assets and goodwill of $39.5 million and $145.6 million, respectively, for the year ended December 31, 2008.
          Since March 2008, the Ministry of Information Industry, or MII, the national regulatory authority of the telecom industry has ordered all local telecom regulators and telecom operators at all levels to tighten up regulation of short messaging services, in particular so-called “spam”, or unsolicited, advertisements and messages. It has been reported that several local telecom regulators and operators adopted policies restricting short message advertising activities by limiting the number of such advertisements or disallowing companies from engaging in unsolicited short messaging advertising activities. It has also been reported that the MII, together with other national authorities, is drafting new regulations governing the short messaging business, and that the new regulations are expected to impose strict technical requirements and standards requiring short message advertisements to be sent following the consent of the relevant mobile phone user. As a result of such regulatory changes and other market changes, we announced the termination of our mobile handset advertising services segment resulting in a significant reduction in its scale. Substantially all of the acquired subsidiaries in the mobile handset advertising services segment were sold back to their original owners. In December 2008, we further announced the disposal of its remaining mobile handset advertising services segment. The mobile handset advertising services segment was considered a component of we and the restructuring and subsequent disposal of such component has been classified as a component of discontinued operations in the consolidated statements of operations. The results of discontinued operations include net revenues and pretax loss of $12.3 million and $99.7 million, respectively, related to the disposal of our mobile handset advertising services segment for the year ended December 31, 2008. The Group’s loss on the disposal was $92.1 million.
2009 Disposition
          In 2009, the Group aborted a contemplated initial public offering for its Internet advertising segment due to the economic recession in late 2008. As a result, between August and December 2009, the Group disposed of six underperforming subsidiaries in that segment through a series of individual transactions with their respective original owners. Each of the subsidiaries was considered a component of the Group and their results have been included in discontinued operations in the consolidated statements of operations. The results of discontinued operations include net revenues and pretax losses of $127.6 million and $45.4 million, respectively, related to these subsidiaries. The Group recorded a loss on disposal of $44.1 million.
          In 2009, the Group also disposed of five underperforming subsidiaries engaged in poster frame, LCD display and traditional outdoor billboard advertising services segments, none of which were considered a component of the Group. As such, all results of operations were included in continuing operations for all periods presented. The loss on disposal of $7.4 million, which was recorded in other operating expenses in the consolidated statements of operations for the year ended December 31, 2009.
Quarterly Results of Operation
          The following table presents unaudited consolidated quarterly financial data for each of the eight quarters in the period from March 31, 2008 to December 31, 2009. You should read the following table in conjunction with

70


Table of Contents

our audited consolidated financial statements and related notes included elsewhere in this Form 20-F. We have prepared the unaudited consolidated quarterly financial information on substantially the same basis as our audited consolidated financial statements and using information derived from our unaudited consolidated financial statements which are not included in this Form 20-F. The following information contains normal recurring adjustments which are, in the opinion of our management, necessary for a fair presentation of the results for such unaudited period. Our operating results for any quarter are not necessarily indicative of results that may be expected for any future period.
                                                                 
    For the three months ended  
Consolidated Statement   March 31,     June 30,     September     December     March 31,     June 30,     September     December  
of Operations Data   2008     2008     30, 2008     31, 2008     2009     2009     30, 2009     31, 2009  
                            (in thousands of U.S. dollars)                          
Net revenues:
                                                               
LCD display network (1)
  $ 46,077     $ 61,485     $ 73,479     $ 58,464     $ 34,324     $ 54,250     $ 55,810     $ 64,115  
In-store network (1)
    17,271       17,020       16,765       9,663       6,344       8,967       7,646       7,389  
Poster frame network (1)
    29,179       37,313       43,962       36,297       23,537       26,499       22,130       26,796  
Internet advertising network (1)
    26,304       32,689       31,659       23,908       21,288       24,967       28,171       33,445  
Movie theatre & Traditional outdoor billboards (1)
    16,378       19,629       19,609       21,562       19,211       14,762       12,487       12,597  
 
                                               
Total advertising service revenue
    135,209       168,136       185,474       149,894       104,704       129,445       126,244       144,342  
Other revenue
    3,090       171       234       127       2       95       197       6  
 
                                               
Total revenues
    138,299       168,307       185,708       150,021       104,706       129,540       126,441       144,348  
 
                                                               
Cost of revenues:
                                                               
LCD display network
    14,700       14,760       16,792       31,614       11,626       10,585       38,636       14,620  
In-store network
    17,243       18,428       13,098       13,065       4,267       6,025       11,490       2,388  
Poster frame network
    11,646       15,666       16,766       15,737       12,345       12,858       52,550       17,648  
Internet advertising network
    20,542       25,946       23,536       19,028       17,414       22,505       31,135       27,667  
Movie theatre & Traditional outdoor billboards
    12,516       15,696       13,531       15,201       14,164       10,885       9,486       10,550  
 
                                               
Advertising service cost:
    76,647       90,496       83,723       94,645       59,816       62,858       143,297       72,873  
Other cost
    1,303       162       222       36             93       194       3  
 
                                               
Total cost of revenues
    77,950       90,658       83,945       94,681       59,816       62,951       143,491       72,876  
 
                                               
 
                                                               
Gross profit
    60,349       77,649       101,763       55,340       44,890       66,589       (17,050 )     71,472  
 
                                               
 
                                                               
Operating expenses:
                                                               
General and administrative
    17,259       19,133       24,177       29,625       23,722       27,578       23,665       45,226  
Selling and marketing
    19,898       23,267       26,022       26,213       19,440       26,380       32,948       28,416  
Impairment loss
                      596,069       9,271       25,773       37,232       14,027  
Other operating income
    (2,007 )     (3,991 )     (3,950 )     192,470       (3,349 )     243       15,364       (1,410 )
 
                                               
Total operating expenses
    35,150       38,409       46,249       844,377       49,084       79,974       109,209       86,259  
 
                                               
Income (loss) from operations
    25,199       39,240       55,514       (789,037 )     (4,194 )     (13,385 )     (126,259 )     (14,787 )
 
                                                             
Interest income
    2,348       1,150       1,718       2,312       1,576       1,292       1,012       1,381  
 
                                               
Income (loss) from continuing operations before income taxes
    27,547       40,390       57,232       (786,725 )     (2,618 )     (12,093 )     (125,247 )     (13,406 )
Provision for income taxes
    4,820       7,855       7,142       6,967       2,983       5,849       (4,833 )     5,856  
 
                                               
Net income (loss) from continuing operations
    22,727       32,535       50,090       (793,692 )     (5,601 )     (17,942 )     (120,414 )     (19,262 )

71


Table of Contents

                                                                 
    For the three months ended  
Consolidated Statement   March 31,     June 30,     September     December     March 31,     June 30,     September     December  
of Operations Data   2008     2008     30, 2008     31, 2008     2009     2009     30, 2009     31, 2009  
                            (in thousands of U.S. dollars)                          
Net income (loss) from discontinued operations, net of tax
    (76,339 )     4,594       2,161       (12,914 )     (73 )     (4,806 )     (8,201 )     (33,434 )
 
                                               
Net income (loss)
    (53,612 )     37,129       52,251       (806,606 )     (5,674 )     (22,748 )     (128,615 )     (52,696 )
Net income (loss) attributable to noncontrolling interests
    198       999       900       (2,247 )     19       223       2,958       324  
 
                                               
Net income (loss) attributable to Focus Media Holdings Limited shareholders
  $ (53,810 )   $ 36,130     $ 51,351     $ (804,359 )   $ (5,693 )   $ (22,971 )   $ (131,573 )   $ (53,020 )
 
                                               
 
(1)   Advertising service revenue is presented net of sales taxes. The following tables present the unaudited quarterly sales taxes information:
                                                                 
    For the three months ended  
    March 31,     June 30,     September     December     March 31,     June 30,     September     December  
    2008     2008     30, 2008     31, 2008     2009     2009     30, 2009     31, 2009  
                    (in thousands of U.S. dollars)                          
Sales taxes:
                                                               
LCD display network
  $ 4,979     $ 5,263     $ 7,789     $ 6,621     $ 3,987     $ 5,597     $ 4,502     $ 6,538  
In-store network
    1,806       1,777       1,748       988       671       933       804       784  
Poster frame network
    2,662       3,450       4,226       3,525       2,271       2,755       2,025       2,513  
Internet advertising network
    1,360       1,588       1,625       1,567       1,198       1,430       1,266       1,418  
Movie theatre & Traditional outdoor billboards
    697       733       680       735       635       268       315       269  
 
                                               
Total
  $ 11,504     $ 12,811     $ 16,068     $ 13,436     $ 8,762     $ 10,983     $ 8,912     $ 11,522  
 
                                               
          Certain quarterly financial information related to each fiscal quarter of the fiscal years ended December 31, 2008 and 2009 have been restated and differ from previously announced information in the Forms 6-K furnished to the SEC as a result of the following:
1)   In the third and fourth quarters of 2009, we reduced our equity interests in certain underperforming subsidiaries in our Internet segment and subsequently completely disposed of our interest in those subsidiaries in the fourth quarter of 2009. The results of operations of these subsidiaries have been accounted for as discontinued operations in accordance with U.S. GAAP for all periods presented; and
 
2)   Subsequent to the filing of our fourth quarter 2009 results in the Form 6-K furnished to the SEC on March 16, 2010, PRC State Tax Bureau released a circular numbered 2010[157] on April 21, 2010, which clarified preferential tax holiday treatments for those who also qualified as HNTE. According to this circular, companies qualified as HNTE can either enjoy a 50% reduction off the tax rate from 2009 through 2011 based on the transitional rule, or enjoy an EIT rate of 15%. In no cases can companies enjoy the preferential tax rate of 7.5%, which is a 50% deduction of 15%. Accordingly, income tax of $0.5 million was additionally provided subsequently to reflect the difference between 7.5%, the rate previously utilized, and 10%, which is the rate applied according to the transitioning rules.
 
3)   Subsequent to the filing of our fourth quarter 2009 results in the Form 6-K furnished to the SEC on March 16, 2010, the Company recognized additional $4.0 million share-based compensation expenses in its financial results for the third quarter 2009, due to the Company’s private equity placement of 75 million of its ordinary shares with JJ Media Investment Holding, a British Virgin Island company established and controlled by Jiang Nan Chun, CEO and Chairman of the Company. The $4.0 million share-based compensation expense represents the average closing price of the shares during the twenty consecutive trading days preceding the signing of the definitive agreement.

72


Table of Contents

          On December 22, 2008, we entered into a definitive agreement with SINA to sell substantially all of the assets of our LCD display network, poster frame network and certain in-store network. The assets to be sold to SINA were recorded as an asset group held-for-sale in accordance with U.S. GAAP, and were not depreciated or amortized nor were they subject to the same impairment analysis as assets held and used in continuing operations. Therefore, the financial measures related to the asset group to be sold to SINA for the quarters ended on March 31, 2009 and June 30, 2009 did not include any amortization or depreciation expenses related to the intangible and fixed assets or impairment of fixed assets, goodwill and other long-lived assets. On September 28, 2009, we and SINA jointly reached a decision not to extend the deadline of the agreement announced on December 22, 2008. As such, the assets proposed to be sold to SINA, were reclassified for financial reporting purpose, as assets to be held and used. In accordance with U.S. GAAP, we recorded depreciation expense of $17.0 million on September 28, 2009, which represented the cumulative catch-up of depreciation expenses we would have recorded during the period from December 22, 2008 to September 28, 2009.
          The following table presents our unaudited consolidated quarterly financial data as a percentage of our total revenues for the periods indicated.
                                                                 
    For the three months ended
Consolidated Statement   March 31,   June 30,   September   December   March 31,   June 30,   September   December
of Operations Data   2008   2008   30, 2008   31, 2008   2009   2009   30, 2009   31, 2009
Net revenues:
                                                               
LCD display network (1)
    33.3 %     36.5 %     39.6 %     39.0 %     32.8 %     41.9 %     44.1 %     44.4 %
In-store network (1)
    12.5 %     10.1 %     9.0 %     6.4 %     6.1 %     6.9 %     6.0 %     5.1 %
Poster frame network (1)
    21.1 %     22.2 %     23.7 %     24.2 %     22.5 %     20.5 %     17.5 %     18.6 %
Internet advertising network (1)
    19.0 %     19.4 %     17.0 %     15.9 %     20.3 %     19.3 %     22.3 %     23.2 %
Movie theatre & Traditional outdoor billboards (1)
    11.8 %     11.7 %     10.6 %     14.4 %     18.3 %     11.3 %     9.9 %     8.7 %
Other revenues
    2.3 %     0.1 %     0.1 %     0.1 %     0.0 %     0.1 %     0.2 %     0.0 %
 
                                                               
Total revenues
    100.0 %     100.0 %     100.0 %     100.0 %     100.0 %     100.0 %     100.0 %     100.0 %
 
                                                               
Cost of revenues:
                                                               
LCD display network
    10.6 %     8.8 %     9.0 %     21.1 %     11.1 %     8.2 %     30.6 %     10.1 %
In-store network
    12.5 %     10.9 %     7.1 %     8.7 %     4.1 %     4.7 %     9.1 %     1.7 %
Poster frame network
    8.4 %     9.3 %     9.0 %     10.5 %     11.8 %     9.9 %     41.6 %     12.2 %
Internet advertising network
    14.9 %     15.4 %     12.7 %     12.7 %     16.6 %     17.3 %     24.6 %     19.2 %
Movie theatre & Traditional outdoor billboards
    9.0 %     9.3 %     7.3 %     10.1 %     13.5 %     8.4 %     7.4 %     7.3 %
Other costs
    0.9 %     0.1 %     0.1 %     0.0 %     0.0 %     0.1 %     0.2 %     0.0 %
 
                                                               
Total cost of revenues
    56.3 %     53.8 %     45.2 %     63.1 %     57.1 %     48.6 %     113.5 %     50.5 %
 
                                                               
 
                                                               
Gross profit
    43.7 %     46.2 %     54.8 %     36.9 %     42.9 %     51.4 %     (13.5 )%     49.5 %
Operating expenses:
                                                               
General and administrative
    12.5 %     11.4 %     13.0 %     19.7 %     22.7 %     21.3 %     18.7 %     31.3 %
Selling and marketing
    14.4 %     13.8 %     14.0 %     17.5 %     18.6 %     20.4 %     26.0 %     19.7 %
Impairment loss
    0.0 %     0.0 %     0.0 %     397.3 %     8.8 %     19.9 %     29.4 %     9.7 %
Other operating income
    (1.5 )%     (2.4 )%     (2.1 )%     128.3 %     (3.2 )%     0.1 %     12.2 %     (1.0 )%
 
                                                               
Total operating expenses
    25.4 %     22.8 %     24.9 %     562.8 %     46.9 %     61.7 %     86.3 %     59.7 %
 
                                                               
Income (loss) from operations
    18.3 %     23.4 %     29.9 %     (525.9 )%     (4.0 )%     (10.3 )%     (99.8 )%     (10.2 )%
Interest income
    1.7 %     0.7 %     0.9 %     1.5 %     1.5 %     1.0 %     0.8 %     1.0 %
Income (loss) from continuing operations before income taxes
    20.0 %     24.1 %     30.8 %     (524.4 )%     (2.5 )%     (9.3 )%     (99.0 )%     (9.2 )%
 
                                                               
Provision for income taxes
    3.5 %     4.7 %     3.8 %     4.6 %     2.8 %     4.5 %     (3.8 )%     4.1 %
 
                                                               

73


Table of Contents

                                                                 
    For the three months ended
Consolidated Statement   March 31,   June 30,   September   December   March 31,   June 30,   September   December
of Operations Data   2008   2008   30, 2008   31, 2008   2009   2009   30, 2009   31, 2009
Net income (loss) from continuing operations
    16.5 %     19.4 %     27.0 %     (529.0 )%     (5.3 )%     (13.8 )%     (95.2 )%     (13.3 )%
Net income (loss) from discontinued operations, net of tax
    (55.3 )%     2.7 %     1.2 %     (8.7 )%     (0.1 )%     (3.7 )%     (6.5 )%     (23.2 )%
 
                                                               
Net income (loss)
    (38.8 )%     22.1 %     28.2 %     (537.7 )%     (5.4 )%     (17.5 )%     (101.7 )%     (36.5 )%
Net income (loss) attributable to noncontrolling interests
    0.1 %     0.6 %     0.5 %     (1.5 )%     0.0 %     0.2 %     2.3 %     0.2 %
 
                                                               
Net income (loss) attributable to Focus Media Holdings Limited shareholders
    (38.9 )%     21.5 %     27.7 %     (536.2 )%     (5.4 )%     (17.7 )%     (104.0 )%     (36.7 )%
 
                                                               
 
(1)   Advertising service revenue is presented net of sales taxes. The following table presents the unaudited quarterly percentage of sales taxes against gross revenues:
                                                                 
    For the three months ended
    March 31,   June 30,   September   December   March 31,   June 30,   September   December
    2008   2008   30, 2008   31, 2008   2009   2009   30, 2009   31, 2009
Sales taxes:
                                                               
LCD display network
    9.8 %     7.9 %     9.6 %     10.2 %     10.4 %     9.4 %     7.5 %     9.3 %
In-store network
    9.5 %     9.5 %     9.4 %     9.3 %     9.6 %     9.4 %     9.5 %     9.6 %
Poster frame network
    8.4 %     8.5 %     8.8 %     8.8 %     8.8 %     9.4 %     8.4 %     8.6 %
Internet advertising network
    4.9 %     4.6 %     4.9 %     6.2 %     5.3 %     5.4 %     4.3 %     4.1 %
Movie theatre & Traditional outdoor billboards
    4.1 %     3.6 %     3.4 %     3.3 %     3.2 %     1.8 %     2.5 %     2.1 %
 
                                                               
Total
    7.8 %     7.1 %     8.0 %     8.2 %     7.7 %     7.8 %     6.6 %     7.4 %
 
                                                               
A. Operating Results
Results of Operations
Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
          Total Revenues. Our total revenues from continuing operations declined substantially from $642.3 million in 2008 to $505.0 million in 2009 due primarily to a decrease in our advertising service revenue.
    LCD Display Network. Advertising service revenue from our LCD display network declined 12.9% from $239.5 million in 2008 to $208.5 million in 2009. The decline was primarily attributable to contracting demand from advertisers under unfavorable macro economic conditions. Advertisers from certain industries, such as automobile and financial services, significantly reduced their advertising budgets in 2009 amid the financial crisis that started in late 2008.
 
    In-store Network. Advertising service revenue from our in-store network declined 50.1% to $30.3 million in 2009 from $60.7 million in 2008. This decline was primarily attributable to our restructuring of CGEN in December 2008. In January 2008, we acquired CGEN, which was our biggest competitor in in-store advertising segment. Subsequently, on December 10, 2008, we announced the disposition of the part of in-store advertising business acquired from CGEN and termination of CGEN acquisition agreement.

74


Table of Contents

    Poster Frame Network. Advertising service revenue from our poster frame network declined 32.6% from $146.8 million in 2008 to $99.0 million in 2009. This decline in revenue is primarily attributable to contracting demand from advertisers under unfavorable macro economic conditions, more intense pricing pressures from our competitors and our disposition of two subsidiaries acquired in previous years.
 
    Internet Advertising Service. Advertising service revenue from our Internet advertising service network declined 5.9% from $114.6 million in 2008 to $107.9 million in 2009. The decline is primarily attributable to contracting demand from advertisers under unfavorable macro economic conditions.
 
    Movie Theatre and Traditional Outdoor Billboards. Advertising service revenue declined 23.5.0% from $77.2 million in 2008 to $59.1 million in 2009. This is primarily attributable to our disposition of a subsidiary in traditional outdoor billboard business in April 2009.
          Cost of Revenues. Our cost of revenues declined from $347.2 million in 2008 to $339.1 million in 2009.
    Cost of revenues — LCD display network. Our net advertising service cost for LCD display network declined from $79.6 million in 2008 to $75.8 million in 2009. This decline was due to the fact that we dismantled some of the LED screens installed in certain commercial districts in Shanghai in the second quarter of 2009 and, therefore, no longer incurred location rental.
 
    Cost of revenues —In-store network. We incurred $24.2 million in net advertising service cost for our in-store network in 2009 compared to $61.8 million in 2008. The significant decline is primarily due to restructuring of CGEN we acquired in January, 2008 and to a minor degree due to our cost reduction initiatives taken since late 2008.
 
    Cost of revenues — Poster frame network. Our net advertising service cost for our poster frame network increased significantly to $95.4 million in 2009 compared to $59.8 million in 2008. The increase is mostly attributable to (1) a $27.0 million impairment charge to our idle fixed assets, mostly digital poster frame; and (2) an increase in rental and depreciation in 2009 due to a significant increase in the number of digital poster frames at the beginning of the year and more intense competition from our competitors for desirable buildings to place our poster frames.
 
    Net advertising service cost — Internet advertising service network. We incurred net advertising service costs of $98.7 million in 2009, a slight increase from $89.1 million in 2008.
 
    Net advertising service cost- Movie theater and traditional outdoor billboards. We incurred net advertising service cost of $45.1 million in 2009, a 21% decline from $56.9 million in 2008. The decline is primarily due to our disposition of a subsidiary in the traditional outdoor billboard business.
 
    Gross Profit. As a result of the foregoing, our gross profit declined by 43.8% from $295.1 million in 2008 to $165.9 million in 2009. Our overall gross margin decreased during the same period from 45.9% in 2008 to 32.8% primarily due to a significant decline in revenues from our LCD display networks and poster frame networks as well as significant impairment charges to our idle equipment. Our gross margins for each of our businesses during these periods are presented in the following table:
                         
    Year ended December 31,  
    2007     2008     2009  
    US$’000     US$’000     US$’000  
Gross profit
                       
LCD display network
  $ 131,679     $ 161,639     $ 133,033  
In-store network
    3,942       (1,115 )     6,176  

75


Table of Contents

                         
    Year ended December 31,  
    2007     2008     2009  
    US$’000     US$’000     US$’000  
Poster frame network
    57,386       86,936       3,561  
Internet advertising network
    23,642       25,508       9,150  
Movie theatre & traditional outdoor billboards
    8,798       20,234       13,972  
Others
    316       1,899       10  
 
                 
Total
  $ 225,763     $ 295,101     $ 165,902  
 
                 
 
                       
Gross margin
                       
LCD display network
    71.7 %     67.5 %     63.8 %
In-store network
    14.4 %     (1.8 )%     20.4 %
Poster frame network
    67.1 %     59.2 %     3.6 %
Internet advertising network
    31.4 %     22.3 %     8.5 %
Movie theatre & traditional outdoor billboards
    23.6 %     26.2 %     23.7 %
Others
    28.4 %     52.4 %     3.2 %
 
                 
Total
    55.0 %     45.9 %     32.8 %
 
                 
          In the future, our gross margin may fluctuate depending on the respective financial performance and stage of development of each of our networks as well as the relative contribution to our revenues and costs of each network.
          Operating Expenses. Our operating expenses declined significantly from $964.2 million in 2008 to $324.5 million in 2009. The decline in operating expenses was primarily due to less impairment loss and other operating expenses we incurred in 2009 compared to 2008.
    General and Administrative. General and administrative expenses increased substantially from $90.2 million in 2008 to $120.2 million in 2009 mainly due to (1) an increase in share-based compensation expenses in 2009 following the Company’s decision to cancel the 2007 employee share option plan and replace it with 2009 Replacement restricted shares as well as the compensation charge on the private placement of 75 million shares with Jason Nanchun Jiang; and (2) a significant increase in bad debt reserve for account receivables under unfavorable macro economic conditions, which caused more advertisers to delay or default on their payments for advertising services we rendered.
 
    Selling and Marketing. Selling and marketing expenses increased from $95.4 million in 2008 to $107.2 million in 2009 due to (1) an increase in share-based compensation expenses in 2009 following the Company’s decision to cancel the 2007 employee share option plan and replace it with 2009 Replacement restricted shares; and (2) a significant increase in spending in marketing and promotional expenses as a percentage of total revenue to counter contracting demand for our advertising service by advertisers under unfavorable macro economic conditions.
 
    Impairment Loss. The Company incurred $86.3 million of goodwill impairment loss in 2009, which was mostly attributable to payment of contingent consideration to original owners of the subsidiaries acquired by us prior to 2009. These subsidiaries mostly belong to the poster frame network and traditional outdoor billboard business. In 2008, the Company incurred a $596.1 million goodwill impairment loss in 2008, which was mostly related to our poster frame reporting unit and Internet advertising reporting unit.
 
    Other operating expenses (income) net. Other operating expenses, net represented the loss from equity investment in some subsidiaries in our Internet advertising business and bad debt reserves related to amounts due from original owners of some of the subsidiaries we acquired prior to 2009. Other operating expenses were partially offset by other operating income of $17.1 million, which primarily consist of government subsidies. The Company incurred other operating expenses of $182.5 million in 2008 primarily represents the loss incurred when we restructuring CGEN, which

76


Table of Contents

      was partially offset by $19.5 million other operating income, which primarily consist of government subsidies.
          Loss from Operations. As a result of the foregoing, we had a loss from operations of $158.6 million in 2009 compared to a loss from operations of $669.1 million in 2008.
          Interest income (expense). Interest income declined from $7.5 million in 2008 to $5.3 million in 2009. This decline was mostly attributable to a lower interest rate applied to the Company’s cash deposits in 2009.
          Loss from continuing operations before income tax. As a result of the foregoing, we had a loss from continuing operations before income tax of $153.4 million in 2009, compared to a loss from continuing operations before income tax of $661.6 in 2008.
          Income Taxes. Our income taxes were $9.9 million in 2009 compared to $26.8 million in 2008. The decline in income tax in 2009 comparing to the income tax in 2008 was primarily due to less taxable income we had in 2009 than in 2008. For PRC tax purpose, share-based compensation expenses, goodwill impairment loss, most of amortization expenses of acquired intangible assets and losses from disposal of subsidiaries and restructuring business are not tax deductible. As a result, our taxable income in 2009 for PRC tax purpose was much lower than our taxable income in 2008, though under US GAAP, the Company incurred much less loss in 2009 than in 2008.
          Net loss from continuing operations. As a result of the foregoing, our net loss from continuing operations was $163.2 million in 2009 as compared to $688.3 million in 2008.
          Loss from discontinued operations. Loss from discontinued operations mostly represented the loss from some subsidiaries in the Internet advertising business we disposed of in 2009.
          Net loss attributable to Focus Media Holding Limited. As a result of the foregoing and a net income of $3.5 million attributable to a non-controlling interest in one of our Internet subsidiaries, our net loss attributable to Focus Media Holding Limited was $213.3 million in 2009 as compared to $770.7 million in 2008.
Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
          Total Revenues. Our total revenues from continuing operations increased substantially from $410.2 million in 2007 to $642.3 million in 2008 primarily due to an increase in our advertising service revenue.
    LCD display networks. Advertising service revenue from our LCD display network increased 30.5% from $183.5 million in 2007 to $239.5 million in 2008. The increase was primarily attributable to: (1) favorable macro economic conditions; (2) continued acceptance of our media by an increasing number of advertising clients; (3) the steady expansion of our media network, including the number of LCD displays and LED billboards on our network; and (4) the sale of tailored advertising packages including the seven specialized channels on our commercial location network and by targeting advertising campaigns on specific lists of buildings requested by advertising clients, which enables us to charge those advertising clients a premium.
 
    In-store network. Advertising service revenue from our in-store network increased 121.5% to $60.7 million in 2008 from $27.4 million in 2007. This increase was primarily attributable to our acquisition of CGEN, our biggest competitor in in-store advertising business in January 2008.
 
    Poster frame network. Advertising service revenue from our poster frame network increased 71.7% to $146.8 million in 2008 from $85.5 million in 2007. This increase in revenue is primarily due to robust sales under favorable macro economic conditions and significant expansion of our networks. The total number of frames installed increased from 190,468 as of December 31, 2007 to 324,364 as of December 31, 2008, including 34,195 digital frames. The expansion of our networks was accomplished partially through organic growth and partially through acquiring competitors.

77


Table of Contents

    Internet advertising service. Advertising service revenue from our Internet advertising service network increased 52.0% to $114.6 million in 2008 from $75.4 million in 2007. The increase is primarily attributable to favorable macro economic conditions and growing acceptance of the Internet as an effective media by advertisers in China.
 
    Movie theatre and traditional outdoor billboards. Advertising service revenue more than doubled from $37.3 million in 2007 to $77.2 million in 2008, primarily due to the following two reasons: (1) Huaguang and Tuojia, which were operating the traditional billboard business, were acquired in the first half of 2007. We consolidated their 2007 revenue only after the acquisitions were consummated, while in 2008 we consolidated their full year revenues; and (2) the significant increase in the number of our movies theater customers from 71 in 2007 to 141 in 2008.
          Cost of Revenues. Our cost of revenues increased significantly from $184.5 million in 2007 to $347.2 million in 2008.
    Cost of revenues—LCD display Network. Our net advertising service cost for LCD display network increased significantly from $52.6 million in 2007 to $79.6 million in 2008. This increase was primarily attributable to the following factors: (1) a significant expansion of our network. The number of LCD displays we own and operate directly increased from 107,553 as of December 31, 2007 to 122,597 as of December 31, 2008. As a result, we incurred more location costs, depreciation costs and network maintaining costs in 2008 than in 2007; and (2) $15.6 million impairment charge on fixed assets incurred in 2008.
 
    Cost of revenues— in-store network. We incurred $61.8 million in net advertising service cost for our in-store network in 2008 compared to $23.5 million in 2007. The significant increase is primarily due to our acquisition of CGEN, our biggest competitor in the in-store advertising business.
 
    Cost of revenues — poster frame network. Our net advertising service cost for our poster frame network increased significantly to $59.8 million in 2008 from $28.1 million in 2007, attributable to increased location costs and depreciation costs relating to the installation and maintenance of poster frames on our network as (1) we significantly increased the number of traditional poster frames on our network through organic expansion and acquisition of competitors and (2) beginning in June 2007, we began to incur location costs and depreciation cost associated with the purchase and installation of digital poster frames. In 2008, we installed approximately 34,000 digital poster frames as compared to approximately 11,000 such frames installed in 2007.
 
    Net advertising service cost-Internet advertising service. Internet advertising service cost increased significantly from $51.7 million in 2007 to $89.1 million in 2008. The increase was primarily driven by higher acquisition cost for advertising space from website owners.
 
    Net advertising service cost- movie theatre and traditional outdoor billboards. We incurred advertising service cost of $56.9 million in 2008, a 99.6% increase from $28.5 million in 2007. The increase is primarily due to (1) our acquisition of Huaguang, the subsidiary operating the traditional billboard business in 2007. We consolidated Huaguang’s results of operation only after the acquisition was consummated, while in 2008 we consolidated their full year costs of revenues; (2) the increase in the number of billboards leased from 492 in 2007 to 542 in 2008 in response to greater customer demand; and (3) increased leasing costs associated with time we rent on movie theatre screens as a result of an increase in the number of theaters we leased in our network from 10,930 in 2007 to 27,164 in 2008.
          Gross Profit. As a result of the foregoing, our gross profit increased from $225.8 million in 2007 to $295.1 million in 2008 and our overall gross margin declined during the same period from 55.0% to 45.9%. The decline in our gross margin was primarily due to (1) inherently lower margin business, such as in-store, Internet and movie theater and traditional outdoor billboards, accounting for a higher percentage of revenue in 2008 than in 2007; (2)

78


Table of Contents

fixed asset impairment charge incurred by LCD display networks; and (3) the growth of rental and depreciation caused by rapid network expansion out-paced the growth of the revenues.
          Operating Expenses. Our operating expenses increased significantly from $98.7 million in 2007 to $964.2 million in 2008.
    General and Administrative. General and administrative expenses increased substantially from $45.6 million in 2007 to $90.2 million in 2008 mainly due to an increase in the size of our administrative staff and related salary and benefits (particularly an increase of share-based compensation expenses. There was also a corresponding increases in expenses for utilities, office rental, and professional service fees,
 
    Selling and Marketing. Selling and marketing expenses increased 57.1% from $60.7 million in 2007 to $95.4 million in 2008. Such increase was in proportion to the increase of our net revenue by 56.6% from $410.2 million in 2007 to 642.3 million in 2008.
 
    Impairment loss. We incurred a $596.1 million goodwill impairment loss in 2008, which was mostly related to our poster frame business and Internet advertising business.
 
    Other operating expenses. Other operating expenses of $182.5 million in 2008 primarily represents the loss incurred when we restructuring CGEN, which was partially offset by $19.5 million other operating income, which primarily consist of government subsidies.
 
    Loss from continuing operations before income tax. As a result of the foregoing and interest income of $7.5 million, we had loss from continuing operations before income tax of $661.6 million in 2008 compared to income of $136.7 million in 2007.
 
    Provision for income taxes. Provision for income taxes was $26.8 million in 2008 as compared to $8.3 million in 2007. This significant increase was primarily driven by significantly more taxable income for the Company in 2008 than in 2007. For PRC corporate income tax purposes, many expenses, such as share-based compensation expenses, goodwill impairment loss and impairment of acquired intangible assets, etc, are not deductible when calculating taxable income.
 
    Net loss from continuing operations. As a result of the foregoing, we had a Net loss from continuing operations of $688.3 million as compared to a net income from continuing operations of $128.3 million in 2007.
 
    Net loss from discontinued operations, net of tax. In March, 2008 the Company announced restructuring its mobile handset advertising business. Subsequently the Company announced termination the business completely in December 2008. In accordance to US GAAP, the business was classified as discontinued operations in both 2008 and 2007. We incurred $82.5 million loss from the business as compared to a net income of $16.8 million in 2007.
 
    Net loss attributable to Focus Media Holdings Limited. As result of the foregoing, we had a net loss attributable to Focus Media Holdings limited of $770.7 million in 2008 as compared to a net income attributable to Focus Media Holdings Limited of $144.4 million in 2007.
Liquidity and Capital Resources
Cash Flows and Working Capital
          To date, we have financed our operations primarily through cash generated from operating activities and sales of equity in private and public transactions. As of December 31, 2009, we had approximately $568.2 million in cash and cash equivalents, of which $142.4 million was purchase price paid by Jason Jiang Nan Chun, our CEO and chairman, in connection with the subscription by JJ Media Investment Holding Limited of 75 million ordinary

79


Table of Contents

shares. In February 2010, we also announced a share-repurchase program to purchase up to $200 million worth of issued and outstanding ADRs. Our cash and cash equivalents primarily consist of cash on hand and liquid investments with original maturities of three months or less that are deposited with banks and other financial institutions. We generally deposit our excess cash in interest bearing bank accounts. Although we consolidate the results of Focus Media Advertisement and its subsidiaries in our consolidated financial statements and we can utilize their cash and cash equivalents in our operations through Focus Media Advertisement and its subsidiaries, we do not have direct access to the cash and cash equivalents or future earnings of Focus Media Advertisement. However, these cash balances can be utilized by us for our normal operations pursuant to our agreements with Focus Media Advertisement and its subsidiaries that provide us with effective control over Focus Media Advertisement and its subsidiaries. In addition, we have access to the cash flows of Focus Media Advertisement and its subsidiaries through contractual arrangements with our subsidiaries Focus Media Technology and Focus Media Digital, which provide technical and other services in exchange for fees. See “Item 7.B Major Shareholders and Related Party Transactions — Related Party Transactions — Agreements Among Us, Focus Media Technology, Focus Media Digital, New Focus Media Advertisement, Focus Media Advertisement and Its Subsidiaries”.
          We expect to require cash in order to fund our ongoing business needs, particularly the location costs connected with the placement of our television displays, to fund the ongoing expansion of our network and for payments in connection with our acquisitions. Other possible cash needs may include the upgrading of technology on our network as well as any payment of claims that could be made against us. We have not encountered any difficulties in meeting our current cash needs.
          The following table shows our cash flows with respect to operating activities, investing activities and financing activities in 2007, 2008 and 2009:
                         
    For the year ended December 31,  
    2007     2008     2009  
    (in thousands of U.S. dollars)  
 
                       
Net cash provided by operating activities
  $ 166,960     $ 168,441     $ 160,723  
Net cash (used) in investing activities
    (342,881 )     (145,794 )     (158,248 )
Net cash provided by financing activities
    442,976       (66,616 )     144,499  
Effect of exchange rate changes
    18,750       16,469       (1,730 )
 
                 
Net increase in cash and cash equivalents
    285,805       (27,500 )     145,244  
 
                 
          We had cash provided by operating activities of $160.7 million in 2009, a 4.6% decline compared to $168.4 million in 2008. Cash provided by operating activities has not declined in proportion to a 21.4% decline of our net revenue from $642.3 million in 2008 to $505.0 million in 2009. This is mainly attributable to a significant reduction in the collection period for our account receivables in 2009 compared to 2008. Cash provided by operating activities was $168.4 million in 2008 compared to $167.0 million in 2007. Cash provided by operating activities has not increased in proportion to the increase of our revenue. This is mainly due to a significant increase in the collection period for our account receivables in 2008 compared to 2007. For a detailed reconciliation of our net income to net cash provided by operating activities, please refer to our consolidated cash flow statements contained in ITEM 18.
          We had net cash used in investing activities of $158.2 million in 2009, primarily consisting of the following: (1) investment in available-for-sale equity securities of $29.3 million; (2) purchase consideration paid and deposits paid to acquire subsidiaries aggregating $92.4 million, primarily for poster frame and traditional outdoor billboard; (3) capital expenditures of $10.7 million; and (4) cash belonging to disposed subsidiaries of $27.3 million. We had net cash used in investing activities of $145.8 million in 2008, primarily consisting of the following: (1) cash in-flow from the sale of equity securities and bank notes of $91.1 million; (2) capital expenditures of $72.9 million, primarily for the purchase of digital poster frames and, to a minor degree, LCD displays; and (3) consideration paid and deposits paid to acquire subsidiaries aggregating $147.6 million, primarily for acquiring CGEN and for contingent consideration paid to the companies we acquired prior to 2008. We used $342.9 million for investing activities in 2007, primarily for acquisition of subsidiaries and affiliates, which are mostly belong to Poster Frame networks and Internet advertising business.

80


Table of Contents

          $144.5 million net cash was provided by financing activities in 2009, primarily from the proceeds of $142.4 million, net of issuance costs, from issuing new ordinary shares to JJ Media Investment Holding Limited. We had $66.6 million net cash used by financing activities in 2008, primarily from the application of $47.5 million to execute our share repurchase program and $30.4 million to repay a short-term loan, offset in part by $10.7 million in proceeds from the issuance of shares pursuant to our share option plan. We had $443.0 million net cash inflow from financing activities in 2007, primarily from proceeds from issuing ordinary shares.
          Our objective is to maintain the safety and liquidity of our cash. Therefore we intend to keep our cash and cash equivalents in short-term bank deposits and short-term bonds. We believe that our current cash and cash equivalents, cash flow from operations and the proceeds from our most recent private offering to JJ Media Investment Holding Limited will be sufficient to meet our anticipated cash needs, including for working capital and capital expenditures, for the foreseeable future. These additional cash needs may include costs associated with the expansion of our network, such as the purchase of flat-panel displays and LED digital billboards, and increased location cost, share repurchase program, and payment of contingent considerations related to the acquisition of our poster frame business, as well as possible acquisitions of our regional distributors. We are also required under PRC law to set aside 10% of our after-tax profits into a general reserve fund. We expect that revenues from operation of our advertising network will be sufficient to cover any such obligations. We may, however, require additional cash resources due to changed business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell debt securities or additional equity securities or obtain a credit facility. The sale of convertible debt securities or additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in debt service obligations and could result in operating and financial covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
          From time to time, we evaluate possible investments, acquisitions or divestments and may, if a suitable opportunity arises, make an investment or acquisition or conduct a divestment.
Transactions with Related Parties
          Our transactions with related parties have been conducted on arm’s length terms. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” and Note 18 to our audited consolidated financial statements included in this annual report.
Capital Expenditures
          The following table sets forth our historical capital expenditures for the periods indicated. Actual future capital expenditures may differ from the amounts indicated below.
                         
    For the year ended December 31,
    2007   2008   2009
    (in thousands of U.S. dollars)
 
                       
Total capital expenditure
  $ 59,451       72,876       10,655  
          Our capital expenditures were made primarily to acquire flat-panel displays and digital frames for our advertising network. Our capital expenditures are primarily funded by net cash provided from operating activities. We expect our capital expenditures in 2010, in an amount of approximately $20 million, to primarily consist of purchases of components for our flat-panel displays as we continue to expand our commercial location network, in-store network and poster frame network. We also intend to upgrade our financial, accounting systems and internal control systems. As opportunities arise, we may make additional acquisitions of regional distributors and other businesses that complement our operations. We believe that we will be able to fund these upgrades and equipment purchases through the revenues we generate, and do not anticipate that these obligations will have a material impact on our liquidity needs.

81


Table of Contents

Restricted Net Assets
          Relevant PRC laws and regulations permit payments of dividends by our PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, PRC laws and regulations require that annual appropriations of 10% of after-tax income for our general reserve fund should be set aside prior to payment of dividends. As a result of these PRC laws and regulations, our PRC subsidiaries and our affiliated PRC entities are restricted in their ability to transfer a portion of their net assets to us whether in the form of dividends, loans or advances. As of December 31, 2008 and 2009, the amount of our restricted net assets was approximately $698.8 million and $789.6 million, respectively
B. Research, Development, Patents and Licenses, etc.
Research and Development
          We intend to continue to develop a more advanced model of flat-panel display that uses mobile communications and wireless technology to receive, store, configure and play back advertising content. Whether or not we deploy this newer technology will depend upon cost and network security. We are also developing related software systems that will enable us to configure and run the content on our advertising network in conjunction with mobile communications systems. We also continue to develop proprietary software and systems in connection with the operation of and provision of services through our online advertising services business through Allyes.
Patents and Trademarks
          We believe that the value of our advertising network derives from its effectiveness in reaching a large number of consumers with higher-than-average disposable incomes in urban areas. To a great extent, our business model does not rely on advanced or sophisticated technology or on proprietary trade secrets because our flat-panel displays are assembled with components purchased in off-the-shelf form from wholesale distributors. We endeavor to protect certain of the designs and operating software we use in each generation of our flat-panel displays. We currently hold design patents for our new model of flat-panel display and our software. We have the right to use several trademarks relating to the “Focus Media” brand name in China, South Korea, Taiwan, Japan and Singapore. We also have the right to use several trademarks relating to the “Framedia” brand name in China. Following our acquisition of Allyes, we also acquired all of its intellectual property including that held by its subsidiaries and affiliates.
          We do not know if our trademark applications will lead to registered trademarks with the scope of the goods and services we seek, if at all, or whether any trademark we have registered or may receive registration in the future will be challenged or invalidated. See Item 3.D Risk Factor — Risks Relating to Our Business and Industry — Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business. We have also obtained copyright registration for a number of our software. We will continue to assess appropriate occasions for seeking trademark, copyright and other intellectual property protections for those aspects of our business that we believe provide significant competitive advantages.
          The technology developed by Allyes enables us to collect and use data derived from user activity on the Internet. Although we believe that we have the right to use this information and to compile it in our databases, we cannot assure you that any trade secret, copyright or other protection will be available for this information. In addition, our clients and other parties may claim rights to this information.
C. Trend Information
          Please refer to “—Overview” for a discussion of the most significant recent trends in our production, sales, costs and selling prices. In addition, please refer to discussions included in this Item for a discussion of known trends, uncertainties, demands, commitments or events that we believe are reasonably likely to have a material effect on our net operating revenues, income from continuing operations, profitability, liquidity or capital resources, or that

82


Table of Contents

would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
D. Off-balance Sheet Arrangements
          We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholder’s equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
E. Tabular Disclosure of Contractual Obligations
          The following table sets forth our contractual obligations and commitments with definitive payment terms on a consolidated basis which will require significant cash outlays in the future as of December 31, 2009.
                                                 
    Payments due December 31
                                            2014 and
    TOTAL   2010   2011   2012   2013   Thereafter
Display and poster frame placement agreement obligations
    90,712       57,462       22,004       6,989       2,430       1,827  
Office premise lease obligations
    6,143       4,528       1,223       383       4       5  
 
                                               
Total contractual obligations
    96,855       61,990       23,227       7,372       2,434       1,832  
 
                                               
          Other than certain leasing arrangements relating to the placement of our flat-panel and office premises, as of December 31, 2008, we did not have any long-term debt obligations, operating lease obligations or purchase obligations.
          A portion of the purchase consideration for certain acquisitions we made, such as Framedia, is contingent and based on earnings targets for two to three years subsequent to the acquisition, subject further to the attainment of certain operational targets. The maximum amount of such contingent payments for continuing and discontinued operations for 2010 and 2011 is $40 million in aggregate. As of December 31, 2009, other than such contingent earn-out payments and potential liabilities relating to litigation in which we are involved described under “— Legal Proceedings”, we had no other indebtedness, material contingent liabilities, or material mortgages or liens. We intend to meet our future funding needs primarily through net cash provided from operating activities and the proceeds of this offering.
ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
          The following table sets forth certain information relating to our directors and executive officers. The business address of each of our directors and executive officers is Unit No.1, 20th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong.
             
Name   Age   Position
Jason Nanchun Jiang
    37     Chief Executive Officer and Chairman of the Board of Directors
Fumin Zhuo(1)
    58     Director
Neil Nanpeng Shen(2)
    42     Director
Charles Cao
    44     Director
Daqing Qi(3)
    47     Director
David Ying Zhang(4)
    36     Director

83


Table of Contents

             
Name   Age   Position
Ying Wu (5)
    51     Director
Alex Deyi Yang
    34     General Manager and Director (and Acting Chief Financial Officer for the period covered by this annual report)
Kit Leong Low
    39     Chief Financial Officer (since January 2010)
 
(1)   Independent director, chairman of the compensation committee and member of the audit committee and the nominations committee.
 
(2)   Independent director and chairman of the nominations committee.
 
(3)   Independent director, chairman of the audit committee and member of the compensation committee and nominations committee.
 
(4)   Independent director and member of the compensation committee.
 
(5)   Independent director and member of the audit committee.
          Jason Nanchun Jiang, our founder, has served as the chairman of our board of directors since May 2003 and our chief executive officer from May 2003 to March 2008. Mr. Jiang resumed his position as chief executive officer in January 2009. From 1994 to 2003, Mr. Jiang was the chief executive officer of Everease Advertising Corporation, which is one of the top 50 advertising agencies in China. Starting in 2003, Mr. Jiang was general manager of Aiqi Advertising, an advertising company founded by his immediate family members in 1997 which was renamed Focus Media Advertisement in May 2003 in connection with the establishment of our current business operations. In December 2003, Mr. Jiang was selected by China News Publisher’s Media magazine as one of the “Media People of the Year”. In September 2003, Mr. Jiang was selected by the Television and Newspaper Committees of the China Advertising Commission as one of its “contemporary outstanding advertising media personalities”. Mr. Jiang received a Bachelor of Arts degree in Chinese language and literature from Huadong Normal University in 1995.
          Fumin Zhuo has served as our director since December 2004 and has more than 27 years of experience in investment and corporate management. Mr. Zhuo has also served as a general partner in SIG Capital Limited since July 2005. Prior to this, Mr. Zhuo served as chairman and chief executive officer of Vertex China Investment Company (VCI), a company concentrating in investments in the Greater China region, since he joined the fund in July 2002. From 1995 to July 2002, Mr. Zhuo was chief executive officer of Shanghai Industrial Holding Ltd. and chairman of SIIC Medical Science & Technology (Group). Prior to this, starting in 1987, Mr. Zhuo served as chief assistant officer of the Shanghai Economic System Reform Committee. Mr. Zhuo has extensive experience in venture capital fund formation, mergers and acquisitions, and investment management. Mr. Zhuo graduated from Shanghai Jiaotong University’s Electrical Engineering School with a degree in enterprise management and also holds a Master’s degree in economics from Fudan University.
          Neil Nanpeng Shen has served as our director since December 2004. Mr. Shen is the founding managing partner of Sequoia Capital China, or Sequoia China, a China-focused venture capital fund which was established in August 2005. Prior to founding Sequoia China, Mr. Shen was president and chief financial officer of Ctrip.com International Limited, or Ctrip, a Nasdaq-listed on-line travel services company he co-founded and for which he continues to serve as a director. Prior to founding Ctrip, Mr. Shen worked for more than eight years in the investment banking industry in New York and Hong Kong. He was a director at Deutsche Bank Hong Kong where he worked from 1996 to 1999. Prior to 1996, he worked at Chemical Bank, Lehman Brothers and Citibank in various investment banking positions. Mr. Shen is also co-founder and co-chairman of Home Inns & Hotels Management (Hong Kong) Limited. Mr. Shen received his Master’s degree from the School of Management at Yale University and his Bachelor’s degree from Shanghai Jiaotong University.
          Charles Cao was appointed as our director in November 2005 to replace Ted Tak Dee Sun who passed away in September 2005. Mr. Cao is president and chief executive officer of SINA Corporation, an online media company listed on the Nasdaq Global Market. Before he joined SINA Corporation in September 1999, Mr. Cao served as an experienced audit manager with PricewaterhouseCoopers LLP, providing auditing and business consulting services for high tech companies in Silicon Valley, California. Mr. Cao received his master of professional accounting from University of Texas at Austin. He also holds an MA degree in journalism from University of Oklahoma and a BA degree in Journalism from Fudan University in Shanghai, China. Mr. Cao is a certified public accountant and a member of the American Institute of Certified Public Accountants.

84


Table of Contents

          Daqing Qi was appointed as our director on February 28, 2006 upon the closing of our acquisition of Target Media. Professor Qi is professor of accounting and associate dean of the Cheong Kong Graduate School of Business, where he has taught since 2002. From 1996 until 2002, Professor Qi was an associate professor in the School of Accountancy at the Chinese University of Hong Kong. Professor Qi also has extensive experience in providing executive training and consulting services in accounting and corporate finance to government departments and private companies, including the Ministry of Information Industries of the People’s Republic of China, the Shanghai Municipal Government, China Mobile, China Unicom, China Telecom, China Netcom, Nokia and Ericsson. Professor Qi also serves on the board of directors of Sohu.com, a Nasdaq-listed company that provides online services in China. Professor Qi holds a B.S. degree in biophysics and a B.A. degree in journalism from Fudan University, an MBA degree from the University of Hawaii Manoa with a concentration in accounting and finance and a Ph.D. degree in accounting from the Eli Broad Graduate School of Management of Michigan State University.
          David Ying Zhang was appointed as our director on September 28, 2007. Mr. Zhang is the managing director and head of the Beijing office of WI Harper, a private equity investment fund. Mr. Zhang joined WI Harper in late 2001 in the San Francisco office and moved back to China in early 2003. Prior to joining WI Harper, Mr. Zhang was a senior venture associate with ABN AMRO Capital focusing on the life sciences, information technology, and Internet sectors. Before joining ABN AMRO Capital, Mr. Zhang worked at Salomon Smith Barney. At WI Harper, Mr. Zhang has been responsible for investments in a number of companies including Pollex, Cardiva, Celestry Designs, Focus Media and iKang Healthcare. Mr. Zhang was born in Shanghai, grew up in the United States and holds a M.S. degree in biotechnology and business from Northwestern University and a B.S. in biology and chemistry from California State University, San Francisco.
          Ying Wu was appointed our director in May 2008. Starting in 2008, has been a partner of CTC Venture Capital, of which he is a founder. Prior to 2008, Mr. Wu was a founder, chief executive officer and president of UTStarcom since 1995 and has many years of experience in managing investments in the media and telecommunications industry.
          Alex Deyi Yang was appointed our director and general manager in September 2009 and January 2010, respectively. Prior to this he served as our acting chief financial officer from January 2009. From August 2004 until his appointment as acting chief financial officer, Mr. Yang served as our general counsel. Prior to joining Focus Media in August 2004, Mr. Yang was general counsel of Linktone Ltd., a Nasdaq listed wireless value-added services company, from October 2002 until June 2004. Prior to that, Mr. Yang was an attorney at Commerce & Finance Law Offices in Beijing. Alex graduated from Shanghai International Studies University with a degree in finance and holds an LLM degree from Fudan University.
          Kit Leong Low was appointed our chief financial officer in January 2010. Prior to joining Focus Media, Mr. Low was an executive director of a Greater China entertainment conglomerate, eSun Holdings, from June 2007 to January 2010. Prior to that, from June 2003, he was an executive director at the Goldman Sachs Asia-Pacific Research Media and Internet team whose coverage included media and Internet companies in Greater China. Before joining Goldman Sachs, starting 1993 he worked as a program manager for Johnson Controls Inc., managing Toyota vehicles interior development in the United States. He subsequently joined Sybase Inc., an enterprise software company in the United States, as a Program Manager in its Global Products Group in 2000. He received his Bachelor of Science degree in Industrial Engineering and Motion Picture Production from the University of Wisconsin-Madison, and his MBA from Columbia Business School in the United States.
          We increased our board of directors from five to seven members when we completed our acquisition of Target Media, and further to nine members in 2007.
Duties of Directors
          Under Cayman Islands law, our directors have a duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our amended and restated memorandum and articles of association. A company has the right to seek damages if a duty owed by our directors is breached.

85


Table of Contents

          The functions and powers of our board of directors include, among others:
    convening shareholders’ meetings and reporting its work to shareholders at such meetings;
 
    implementing shareholders’ resolutions;
 
    determining our business plans and investment proposals;
 
    formulating our profit distribution plans and loss recovery plans;
 
    determining our debt and finance policies and proposals for the increase or decrease in our registered capital and the issuance of debentures;
 
    formulating our major acquisition and disposition plans, and plans for merger, division or dissolution;
 
    proposing amendments to our amended and restated memorandum and articles of association; and
 
    exercising any other powers conferred by the shareholders’ meetings or under our amended and restated memorandum and articles of association.
B. Compensation
          In 2009, we paid aggregate cash compensation of approximately $187,500 to our directors and executive officers as a group. In 2007 and 2008, we granted to selected directors, officers and employees options to acquire an aggregate 10,892,685 (of which 8,690,085 were cancelled) and 26,529,625, respectively. In 2009, we granted selected directors and officers 24,550,000 restricted shares. We have no service contracts with any of our directors or executive officers that provide benefits to them upon termination. We do not pay or set aside any amounts for pension, retirement or other benefits for our officers and directors.
Share Option and Restricted Shares Plans
          Our 2003 Employee Share Option Scheme, or our 2003 Option Plan, was adopted by our board of directors at a meeting on June 1, 2003. Our members and board of directors adopted our 2005 Share Option Plan, or our 2005 Option Plan, in May 2005. Our members and board of directors adopted our 2006 Employee Share Option Plan, or our 2006 Option Plan, in October 2006. Our members and board of directors adopted our 2007 Employee Share Option Plan, or our 2007 Option Plan, in December 2007. Our members and board of directors adopted our 2010 Employee Share Option Plan, or our 2010 Plan, in December 2009. Our option plans are intended to promote our success and to increase shareholder value by providing an additional means to attract, motivate, retain and reward selected directors, officers, employees and third-party consultants and advisors.
          Originally, under our 2003 Option Plan, not more than 30% of our share capital was reserved for grants of options. Prior to the adoption of our 2005 Option Plan, we issued options equivalent to 10.87% of our issued share capital under our 2003 Option Plan. Under our 2005 Option Plan, the amount of options we may issue has been reduced to an aggregate of 20% of our share capital, including the 10.87% already granted under our 2003 Option Plan. Under our 2006 Share Option Plan, we were authorized to issue up to 3.6% of our share capital outstanding from time to time. In addition, during the three years from the adoption of our 2007 Option Plan, we may issue no more than 5% of our share capital for grants of options.
          In October 2008, we cancelled all options granted during the period from October 3, 2007 to July 25, 2008 and authorized the issuance of new options to purchase up to 13,559,325 ordinary shares with a strike price of $2.44 per ordinary share. In 2006, 2007 and 2008, options to purchase 14,800,000, 10,892,685 and 13,559,325 ordinary shares were authorized and granted under the option plans, respectively. Under the terms of each option plan, options are generally granted at prices equal to the fair market value as determined by our board of directors, expire 10 years from the date of grant and generally vest over three years while certain options granted vest over one year.

86


Table of Contents

Options generally do not vest unless the grantee remains under our employment or in service with us on the given vesting date. However, in circumstances where there is a death or disability of the grantee, or, for certain option holders, a change in the control of our company, the vesting of options will be accelerated to permit immediate exercise of all options granted to a grantee.
          On September 19, 2008, our Internet advertising services segment (“Allyes”), in contemplation of an initial public offering, adopted the 2008 employee share option plan (the “Allyes 2008 Plan”), which allows Allyes to offer a variety of incentive awards to directors, consultants, advisors or any members of Allyes. Allyes granted 13,320,810 share options to employees on September 19, 2008. Under the terms of the Allyes 2008 Plan, options are generally granted at exercise prices not less than 100% of the fair market value, as determined by the board of directors, generally expire 10 years from the date of grant and vest over a period of three years.
          Among the total outstanding options to purchase 9,327,149 ordinary shares issued in the 2008 replacement, options to purchase 1,776,300 ordinary shares were cancelled on September 22, 2009 as a result of recent performance evaluations and previously unrecognized compensation cost of $2.6 million was recognized on the cancellation date. The remaining outstanding options to purchase 7,550,849 ordinary shares granted under the 2008 replacement were further cancelled and replaced by an equivalent number of restricted shares in order to incentivize employees and reduce the need for future option grants. This was accounted for as a modification with an incremental compensation cost of $8,122,206 recorded over the vesting period of two to three years. The incremental compensation was measured as the excess of the fair value of restricted shares over the fair value of the cancelled options granted under the 2008 replacement at the cancellation date. Further, 28,935,131 restricted shares were granted to employees in 2009.
          As of December 31, 2007, 2008 and 2009, 39,890,055, 32,840,540 and 15,642,620 options and as of December 31, 2009, 36,448,980 restricted shares were outstanding.. The fair value of restricted shares is the market value of the ordinary shares on the date of grant whereas the fair value of options granted to both employees was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
                         
Options granted to employees and                  
non-employees:   2007     2008     2009  
Risk-free rate of return
    4.02% - 4.68 %     1.59%-3.2 %     0.87 %
Weighted average expected option life
  2 years       2.5 to 4 years     2.5 years  
Volatility rate
    50.61%-53.05 %     53%-68.88 %     88.32 %
Dividend yield
    0 %     0 %     0 %
          In January 2010, certain Allyes employees and management and directors and certain members of our management and directors entered into a definitive agreement with us and Allyes in January 2010 to buy-out an aggregate 38% interest in Allyes from us. Pursuant to the terms of the agreements, the purchasing Allyes and Group management members paid an aggregate $13.3 million for a 38% interest of Allyes. The Group performed a valuation of Allyes as of the closing date of the transaction and determined that the price paid to acquire the interest approximated fair value. The transaction was approved by all independent directors on the board. This transaction was part of initiatives we are taking to incentivize management to enhance the future business model of Allyes and thereby to seek long term sustainable growth for the Group and investors.
          Our compensation committee, which administers our option plans, has wide discretion to award options. Subject to the provisions of our option plans and the above allocation targets, our committee that administers our option plans determines who will be granted options, the type and timing of options to be granted, vesting schedules and other terms and conditions of options, including the exercise price. Any of our employees may be granted options. The number of options awarded to a person, if any, is based on the person’s potential ability to contribute to our success, the person’s position with us and other factors chosen by our board of directors.
          Generally, to the extent an outstanding option granted under our option plans has not become vested on the date the grantee’s employment by or service with us terminates, the option will terminate and become unexercisable.

87


Table of Contents

          Our board of directors may amend, alter, suspend, or terminate each of our option plan at any time, provided, however, that in order to increase the limit of 20% of our share capital that may be granted as options, our board of directors must first seek the approval of our shareholders and, if such amendment, alteration, suspension or termination would adversely affect the rights of an optionee under any option granted prior to that date, the approval of such optionee. Without further action by our board of directors, our 2010 Option Plan will terminate in December 2020.
          The table below sets forth the restricted share grants made to our directors and executive officers pursuant to our option plans as of December 31, 2009.
                         
    Number of          
    restricted   Exercise per      
    shares issued   ordinary share   Date of grant   Date of expiration
            (in U.S. dollars)    
Jason Nanchun Jiang
    19,500,000     $nil   October 1, 2009   September 30, 2019
Fuming Zhuo
    *     $nil   October 1, 2009   September 30, 2019
Neil Nanpeng Shen
    *     $nil   October 1, 2009   September 30, 2019
Charles Cao
    *     $nil   October 1, 2009   September 30, 2019
Daqing Qi
    *     $nil   October 1, 2009   September 30, 2019
David Ying Zhang
    *     $nil   October 1, 2009   September 30, 2019
Ying Wu
    *     $nil   October 1, 2009   September 30, 2019
Alex Deyi Yang
    *     $nil   October 1, 2009   September 30, 2019
Kit Leong Low
    *     $nil   October 1, 2009   September 30, 2019
 
*   Upon exercise of all options granted, would beneficially own less than 1% of our outstanding ordinary shares, assuming all of our outstanding preference shares are converted into our ordinary shares.
C. Board Practices
          Each of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by our board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for reelection. All of our executive officers are appointed by and serve at the discretion of our board of directors. Neither we nor any of our subsidiaries has entered into a contract with any of our directors by which our directors are expected to receive benefits upon termination of their employment.
Board Committees
          Our board of directors has established an audit committee, a compensation committee and a nominations committee.
          Audit Committee. Our audit committee currently consists of Daqing Qi, Ying Wu and Fumin Zhuo. Mr. Qi is the chairman of our audit committee. Our board of directors has determined that all of our audit committee members are “independent directors” within the meaning of Nasdaq Listing Rule 5605(a)(2) and meet the criteria for independence set forth in Section 10A(m)(3) of the U.S. Securities Exchange Act of 1934, or the Exchange Act.
          Our audit committee is responsible for, among other things:

88


Table of Contents

    recommending to our shareholders, if appropriate, the annual re-appointment of our independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;
 
    annually reviewing an independent auditors’ report describing the auditing firm’s internal quality-control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditors and our company;
 
    setting clear hiring policies for employees or former employees of the independent auditors;
 
    reviewing with the independent auditors any audit problems or difficulties and management’s response;
 
    reviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K under the U.S. securities laws;
 
    discussing the annual audited financial statements with management and the independent auditors;
 
    discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations;
 
    reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments;
 
    reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures on our financial statements;
 
    discussing policies with respect to risk assessment and risk management;
 
    reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;
 
    timely reviewing reports from the independent auditors regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material written communications between the independent auditors and management;
 
    establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;
 
    annually reviewing and reassessing the adequacy of our audit committee charter;
 
    such other matters that are specifically delegated to our audit committee by our board of directors from time to time;
 
    meeting separately, periodically, with management, the internal auditors and the independent auditors; and
 
    reporting regularly to the full board of directors.

89


Table of Contents

          Compensation Committee. Our current compensation committee consists of Fumin Zhuo, Daqing Qi and David Ying Zhang. Mr. Zhuo is the chairman of our compensation committee. Our board of directors has determined that all of our compensation committee members are “independent directors” within the meaning of Nasdaq Listing Rule 5605(a)(2).
          Our compensation committee is responsible for:
    determining and recommending the compensation of our chief executive officer;
 
    reviewing and making recommendations to our board of directors regarding our compensation policies and forms of compensation provided to our directors and officers;
 
    reviewing and determining bonuses for our officers;
 
    reviewing and determining share-based compensation for our directors and officers;
 
    administering our equity incentive plans in accordance with the terms thereof; and
 
    such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.
          Nominations Committee. Our current nominations committee consists of Neil Nanpeng Shen, Daqing Qi and Fumin Zhuo. Mr. Shen is the chairman of our nominations committee. Our board of directors has determined that all of our nominations committee members are “independent directors” within the meaning of Nasdaq Listing Rule 5605(a)(2).
          Our nominations committee is responsible for, among other things, selecting and recommending the appointment of new directors to our board of directors.
          Foreign Private Issuer Home Country Practice. The NASDAQ Marketplace Rules in general require listed companies to follow a stipulated set of corporate governance practices. As a foreign private issuer, we are permitted to, and we will, follow home country corporate governance practices instead of certain requirements of the NASDAQ Marketplace Rules, including, among others, the shareholder approval rules. The corporate governance practice in our home country, the Cayman Islands, does not require shareholder approval for the issuance of shares in a private placement at a price less than the greater of book value and market value. We currently rely upon the relevant home country exemption in lieu of the requirement for shareholder approval of such share issuances.
D. Employees
          As of December 31, 2009, we had a total of 4,800 full-time employees and no part-time employees. The following table sets out the number of staff by business area as of December 31, 2009:
                 
    Number of    
    employees (1)   Percentage
Sales and marketing
    1,594       33.2 %
Operations
    2,277       47.4 %
Management and administration
    929       19.4 %
 
               
 
Total number of employees
    4,800       100.0 %
 
               
 
(1)   This excludes employees our regional distributors and agents who are not directly under our employ.
          As required by PRC regulations, we participate in various employee benefit plans that are organized by municipal and provincial governments, including pension, work-related injury benefits, maternity insurance, medical and unemployment benefit plans. We are required under PRC law to make contributions to the employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum

90


Table of Contents

amount specified by the local government from time to time. Members of the retirement plan are entitled to a pension equal to a fixed proportion of the salary prevailing at the member’s retirement date.
          Generally we enter into a three-year standard employment contract with our officers and managers and a one-year standard employment contract with other employees. According to these contracts, all of our employees are prohibited from engaging in any activities that compete with our business during the period of their employment with us. Furthermore, the employment contracts with officers or managers include a covenant that prohibits officers or managers from engaging in any activities that compete with our business for two years after the period of their employment with us.
E. Share Ownership
          Please see Item 6.B. and Item 7.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
     The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our ordinary shares, as of June 28, 2010:
    each person known to us to own beneficially more than 5% of our ordinary shares and
 
    each of our directors and executive officers who beneficially own our ordinary shares.
     Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. The number of our ordinary shares outstanding used in calculating the percentage for each listed person includes our ordinary shares underlying options held by such person that are exercisable within 60 days of June 28, 2010, but excludes ordinary shares underlying options held by any other person. Percentage of beneficial ownership is based on 729,576,465 ordinary shares outstanding as of June 28, 2010.
                 
    Shares beneficially owned
    Number   Percent
Principal Shareholders
               
JJ Media Investment Holding Ltd. (1)
    141,086,135       19.33 %
 
               
Directors and Executive Officers (2)
               
JJ Media Investment Holding Ltd./ Jason Nanchun Jiang (3)
    141,086,135       19.33 %
Neil Nanpeng Shen
    *       *  
Charles Chao
    *       *  
Fumin Zhuo
    *       *  
Daqing Qi
    *       *  
David Ying Zhang
    *       *  
Ying Wu
    *       *  
Alex Deyi Yang
    *       *  
Kit Leong Low
    *       *  
 
*   Upon exercise of all options currently exercisable or vesting within 60 days of the date of this annual report, would beneficially own less than 1% of our ordinary shares.
 
(1)   Information based on the amended Schedule 13G filed on February 12, 2009 on behalf of Jason Nanchun Jiang and JJ Media Investment Holding Limited. Includes 141,086,135 ordinary shares beneficially owned by JJ Media Investment Holding Ltd. The business address of JJ Media Investment Holding Limited and Jason Nanchun Jiang is c/o Focus Media Holding Limited, 28-30/F, Zhao Feng World Trade Building, 369 Jiangsu Road, Shanghai, China 200050.

91


Table of Contents

(2)   The address of our current directors and executive officers is c/o Focus Media Holding Limited, 28F, Zhao Feng World Trade Building, 369 Jiangsu Road, Shanghai 200050, China.
 
(3)   See note 2.
     None of our major shareholders have different voting rights from those of our other shareholders. To the best of our knowledge, we are not directly or indirectly controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly.
     We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
     For information regarding our shares held or beneficially owned by persons in the United States, see “Item 9. The Offer and Listing—Market Price Information for Our American Depositary Shares” in this annual report.
B. Related Party Transactions
     Details of advertising service revenue from related parties for the years ended December 31, 2007, 2008 and 2009 are as follows:
                             
        Year ended December 31,  
Name of related parties   Director interested   2007     2008     2009  
Shanghai Everease Advertising & Communication Ltd.
  Jason Nanchun Jiang   $ 3,132,954     $ (132,116 )   $  
Multimedia Park Venture Capital
  Jimmy Wei Yu     104              
Shanghai Shengchu Advertising Agency Co., Ltd.
  Jimmy Wei Yu     44,542              
CTV Golden Bridge International Media Co., Ltd.
  Daqing Qi                 277,749  
Sina.com
  Charles Cao     1,095,814       1,637,297       548,988  
Sohu.com
  Daqing Qi     608,150       2,002,839       438,536  
Home-Inn
  Neil Nanpeng Shen     82,356       256,690       89,076  
Ctrip.com
  Neil Nanpeng Shen           69,863       486,263  
51.com
  Neil Nanpeng Shen     19,611       718        
Qihoo.com
  Neil Nanpeng Shen     12,151       48,385       38,008  
UUSEE
  Neil Nanpeng Shen     27,789       78,572        
Aikong.com
  Jason Nanchun Jiang           56,190        
Giant Interactive Group Inc.
  Jason Nanchun Jiang           4,153,948       368,242  
China Vanke Co., Ltd.
  Daqing Qi           909,775       459,376  
Beijing Huayi Brothers
  Jason Nanchun Jiang           43,561        
Tea Care Group Ltd.
  Fuming Zhuo                 292,606  
Yadu Huang Ke Technology Co., Ltd.
  Fuming Zhuo     243,628       87,638        
Focus Technology Co., Ltd.
  Fuming Zhuo                 43,200  
 
                     
Total
      $ 5,267,099     $ 9,213,360     $ 3,042,044  
 
                     

92


Table of Contents

     Details of advertising space leasing costs charged, net of rebates, of those whom are the related parties, for the years ended December 31, 2007, 2008 and 2009 for the Group are as follows:
                             
        Year ended December 31,  
Name of related parties   Director interested   2007     2008     2009  
Sina.com
  Charles Cao   $ 24,755,004     $ 50,294,367     $ 28,635,023  
Sohu.com
  Daqing Qi     14,596,893       39,061,219       17,208,874  
Ctrip.com
  Neil Nanpeng Shen     130,230       343,546       146,356  
51.com
  Neil Nanpeng Shen     204,612       887,603       195,376  
Qihoo.com
  Neil Nanpeng Shen     305,413       847,021       109,564  
UUSEE
  Neil Nanpeng Shen     15,929       306,899        
E-House(China) Holdings Limited
  Neil Nanpeng Shen     2,008              
StormNet Information Technology
  David Zhang                 21,928  
 
                     
Total
      $ 40,010,089     $ 91,740,655     $ 46,317,121  
 
                     
Details of amounts due from related parties as of December 31, 2008 and 2009 are as follows:
                         
            December 31,  
Name of related parties   Note   Director interested   2008     2009  
Shanghai Everease Advertising & Communication Ltd.
  (a)   Jason Nanchun Jiang   $ 4,136     $  
Multimedia Park Venture Capital
  (a)   Jimmy Wei Yu     232,399        
Sina.com
  (a)   Charles Cao     2,183,809       570,113  
Sohu.com
  (a)   Daqing Qi     4,905,642       2,685,730  
Ctrip.com
  (a)   Neil Nanpeng Shen     49,401       (293 )
51.com
  (a)   Neil Nanpeng Shen     215,854        
UUSEE
  (a)   Neil Nanpeng Shen     18,937        
Tea Care Group Ltd.
  (a)   Fuming Zhuo           21,475  
China Vanke Co., Ltd.
  (a)   Daqing Qi           7,379  
Home-Inn
  (a)   Neil Nanpeng Shen     23,838        
Yadu Huang Ke Technology Co., Ltd.
  (a)   Fuming Zhuo     146,033        
Qihoo.com
  (a)   Neil Nanpeng Shen     53,724        
Giant Interactive Group, Inc.
  (a)   Jason Nanchun Jiang     174,079        
 
                   
Total
          $ 8,007,852     $ 3,284,404  
 
                   
 
Note (a)   — These amounts represent trade receivables for advertising services provided.
Details of amounts due to related parties as of December 31, 2008 and 2009 are as follows:
                         
            December 31,  
Name of related parties   Note   Director interested   2008     2009  
Sina.com
  (b)   Charles Cao   $ 11,586,228     $ 2,126,612  
Sohu.com
  (b)   Daqing Qi     3,039,075        
51.com
  (b)   Neil Nanpeng Shen     554,326       32,871  
UUSEE
  (b)   Neil Nanpeng Shen     151,197        
Home-Inn
  (b)   Neil Nanpeng Shen            
StormNet Information Technology
  (b)   David Zhang           54,376  
Qihoo.com
  (b)   Neil Nanpeng Shen     129,427       158  
Giant Interactive Group Inc.
  (b)   Jason Nanchun Jiang     146,314          
Ctrip.com.
  (b)   Neil Nanpeng Shen     80,543       16,877  
 
                   
Total
          $ 15,687,110     $ 2,230,894  
 
                   
 
Note (b)   — The amounts represent trade payables for advertising services purchased.

93


Table of Contents

Other Related Party Transactions
Loans to Shareholders of Our PRC Operating Affiliates
     Pursuant to loan agreements entered into by the relevant PRC operating subsidiaries and the shareholders of each of our PRC operating affiliates, respectively, the shareholders obtained a loan of the registered capital of the relevant PRC operating affiliate from the relevant wholly foreign-owned for the sole purpose of establishing or increasing, as the case may be, the registered capital of each such PRC operating affiliate. As of December 31, 2009, the full amounts of the loans to these shareholders remained outstanding. The relevant PRC operating subsidiary granted these loans without interest.
Share Subscription by JJ Media Investment Holding Limited
As described in Item 5. Operating and Financial Review and Prospects — Share based Compensation on page 61, on November 18, 2009, the Company issued 75 million ordinary shares to Jason Nanchun Jiang through JJ Media Investment Holding Limited, for proceeds of $142,425,000.
Transactions with Entities Affiliated with Jimmy Wei Yu
     Jimmy Yu resigned his directorship in September 2009. For each of the years ended December 31, 2007, 2008 and 2009, office rentals were paid to Multimedia Park Venture Capital, of which Mr. Yu is the CEO, amounting to $690,018, $870,718 and $612,817, respectively.
Management Buy-in To Internet Division
     In January 2010, certain Allyes employees and management and directors and certain members of our management and directors entered into a definitive agreement with us and Allyes to purchase an aggregate 38% interest in Allyes from us. Pursuant to the terms of the agreements, the purchasing Allyes and Group management members paid an aggregate $13.3 million for a 38% interest of Allyes. The Group performed a valuation of Allyes as of the closing date of the transaction and determined that the price paid to acquire the interest approximated fair value. The transaction was approved by all independent directors on the board. This transaction was part of initiatives we are taking to incentivize management to enhance the future business model of Allyes and thereby to seek long term sustainable growth for the Group and investors.
Agreements among Us, Our PRC Operating Subsidiaries, Our PRC Operating Affiliates and Their Shareholders and Subsidiaries
     The following is a summary of the material provisions of these agreements. For more complete information you should read these agreements in their entirety. Directions on how to obtain copies of these agreements are provided in this annual report under “Item 10.H Additional Information — Documents on Display” and “Item 19. Exhibits”.
     We have entered into a series of contractual arrangements with our PRC operating affiliates and their respective shareholders and subsidiaries, including contracts relating to the provision of services and certain shareholder rights and corporate governance matters. Each of our contractual arrangements with our PRC operating affiliates and their respective shareholders and subsidiaries may only be amended with the approval of our audit committee or another independent body of our board of directors. In connection with our acquisition of Framedia, we entered into a series of contractual arrangements with Focus Media Advertisement’s subsidiaries relating to our poster frame network, Framedia Advertisement, New Structure Advertisement, and Guangdong Framedia, each of which is a subsidiary of Focus Media Advertisement, including contracts relating to the provision of services and

94


Table of Contents

certain shareholder rights and corporate governance matters. Each of our contractual arrangements with Framedia Advertisement, Guangdong Framedia, New Structure Advertisement and their shareholders may only be amended in writing by all of its parties unless the provisions being amended only involve certain parties’ interests in which case the amendment shall be made in writing by such parties. Each of Framedia Advertisement, Guangdong Framedia and New Structure Advertisement is 90%-owned by Focus Media Advertisement and 10%-owned by Focus Media Advertising Agency, respectively. With regard to Allyes, which we acquired in March 2007, New Allyes Information has entered into a series of contractual arrangements with the Allyes operating affiliates and their shareholders, including contracts relating to the provision of services and certain shareholder rights and corporate governance matters. Each of the contractual arrangements with the Allyes operating affiliates and their shareholders may only be amended with the approval of our audit committee or another independent body of our board of directors. With regard to Huaguang, which we acquired in June 2007, Shanghai OOH Advertisement Co., a subsidiriary of Hua Kuang Advertising Company Ltd, has entered into a series of contractual arrangements with the Huaguang operating affiliate and its shareholders, including contracts relating to certain shareholder rights and corporate governance matters.
Transfer of Ownership When Permitted By Law
     Pursuant to call option agreements, including in certain cases subsequent participation letters by new subsidiaries of our PRC operating affiliates, by and among our PRC operating subsidiaries, our PRC operating affiliates, and their respective shareholders and its subsidiaries, the two shareholders of each of our PRC operating affiliates, which shareholders are either (i) two PRC citizens designated by us or (ii) two PRC entities owned by our subsidiaries or by our designated appointees, has granted the relevant PRC operating subsidiary or its designee an exclusive option to purchase all or part of their equity interests in the relevant PRC operating affiliate, and its subsidiaries, or all or part of the assets of the relevant PRC operating affiliate, in each case, at any time determined by the relevant PRC operating subsidiary and to the extent permitted by PRC law. In some cases, pursuant to separate letters of undertaking each such shareholder agrees to pay to the relevant PRC operating subsidiary or us any excess of the purchase price paid for the equity interests in, or assets of, the relevant PRC operating affiliate or its subsidiaries over the respective registered capital of such affiliate or its subsidiaries in the event that the wholly-foreign owned subsidiary or its designee exercises such option.
Voting Arrangements
     Pursuant to voting rights proxy agreements and in certain cases subsequent participation letters by new subsidiaries of the PRC operating affiliates, by and among the PRC operating subsidiaries, the PRC operating affiliates and their subsidiaries, each of the respective shareholders of the PRC operating affiliates has granted a PRC individual designated by the PRC operating subsidiaries the right to appoint all of the directors and senior management of the PRC operating affiliates and those subsidiaries and all of their other voting rights as shareholders of the PRC operating affiliates and their subsidiaries, as the case may be, as provided under the articles of association of each such entity. Under the voting rights proxy agreement, there are no restrictions on the number, to the extent allowed under the respective articles of association of the PRC operating affiliates and their respective subsidiaries, or identity of those persons we can appoint as directors and officers.
Equity Pledge Agreements
     Pursuant to equity pledge agreements and, in certain instances, subsequent participation letters by new subsidiaries of the PRC operating affiliates, by and among the relevant PRC operating subsidiaries, the relevant PRC operating affiliates and their respective subsidiaries, each shareholder of the relevant PRC operating affiliates has pledged his or its equity interest in the relevant PRC operating affiliates and their subsidiaries, as the case may be, to certain of the PRC operating subsidiaries to secure their obligations under the relevant contractual control agreements to which each is a party, including but not limited to, the obligations of the relevant PRC operating affiliates and their respective subsidiaries under certain technical services agreements, trademark licence agreements and exclusive services agreements, as the case may be, and the obligation of each shareholder of the PRC operating affiliates under the respective loan agreements between the relevant shareholder and PRC operating subsidiary, for the sole purpose of increasing the registered capital of the PRC operating affiliates, as the case may be and acquiring certain of our regional distributors, respectively. See “— Loans to the Shareholders of the PRC Operating Affiliates”. Under these equity pledge agreements, each shareholder has agreed not to transfer, assign, pledge or

95


Table of Contents

otherwise dispose of their interest in the relevant PRC operating affiliate or its subsidiaries, as the case may be, without the prior written consent of the relevant PRC operating subsidiary.
Equity Trust Agreements
     Pursuant to the equity trust agreement by and among Focus Media Advertisement and Focus Media Technology, Focus Media Advertisement holds a 9% equity interest in Focus Media Digital in trust for the benefit of Focus Media Technology. Under the equity trust agreement, Focus Media Technology provides trust funds to Focus Media Advertisement to be used for the purchase of a 9% equity interest in Focus Media Digital and Focus Media Technology agrees to be the beneficiary of any profits or other benefit generated that is attributable to the management, use or disposal of the trust funds. Through these arrangements, we have enabled our indirect subsidiary, Focus Media Technology, to beneficially hold an additional 9% of the interest in Focus Media Digital in addition to the 90% equity interest it holds in its own name.
Cooperation Agreements
     Pursuant to the cooperation agreements by and among New Focus Media Advertisement, Focus Media Advertisement and its subsidiaries, New Focus Media Advertisement entrusted Focus Media Advertisement and its subsidiaries to disseminate advertisements as required by New Focus Media Advertisement in all locations rented by Focus Media Advertisement and its subsidiaries, and to sell advertising time slots for those locations, and each of Focus Media Advertisement and its subsidiaries ensures the allocation of advertising time slots on its respective portion of the advertising network adequate for the dissemination of advertising content as agreed upon between New Focus Media Advertisement and its advertising clients. New Focus Media Advertisement pays a dissemination fee to Focus Media Advertisement and its relevant subsidiaries for dissemination services on a cost-plus basis.
Asset Transfer Agreement
     Pursuant to the asset transfer agreement entered into by and between Focus Media Digital and New Focus Media Advertisement, Focus Media Digital transferred to New Focus Media Advertisement all of its assets relating to its out-of-home LCD television advertising business at fair market value.
Technology Transfer Agreement
     Pursuant to the technology and assets transfer agreement by and between Focus Media Digital and New Focus Media Advertisement, Focus Media Digital transferred to New Focus Media Advertisement all of its technology at a fixed fee.
Exclusive Services Agreement
     Pursuant to the exclusive services agreements by and among New Allyes Information, and certain of its PRC operating affiliates, New Allyes Information has agreed to provide exclusive services in respect of the business operations of Shanghai the relevant PRC operating affiliates and those operating affiliates have agreed to pay a service fee totaling equal to 100% of their tax excluded annual revenues to New Allyes Information.
C. Interests of Experts and Counsel
     Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
     Please refer to Item 18 for a list of our annual consolidated financial statements filed as part of this annual report.

96


Table of Contents

Legal Proceedings
     On or about November 27, 2007, Eastriver Partners, Inc. filed a purported class action lawsuit in the United States District Court for the Southern District of New York against us and the underwriters of our follow-on offering of November 2007. On or about December 21, 2007, Scott Bauer filed a purported class action lawsuit in the United States District Court for the Southern District of New York against us, certain of our officers and directors, and the underwriters of our follow-on offering of November 2007. Both complaints allege that our registration statement on Form F-1 on November 1, 2007, as amended, and the related prospectus contained inaccurate statements of material fact. On April 24, 2008, the court consolidated the Eastriver Partners, Inc. and Scott Bauer actions into an action captioned In re Focus Media Holding Limited Litigation and named Iron Workers Local No. 25 Pension Fund as lead plaintiff in the consolidated action. On June 23, 2008, Lead Plaintiff filed a consolidated amended complaint. Specifically, the complaints allege that we failed to disclose reduced gross margins in our Internet advertising business division due to acquisitions we made. The complaint filed by Scott Bauer also alleges that we issued a press release concerning our second quarter 2007 financial results that contained inaccurate statements of material fact. On September 5, 2008, we, certain of our officers and directors, and the underwriters filed a motion to dismiss the consolidated amended complaint. On November 5, 2008, the lead plaintiff filed its opposition to the motion to dismiss. A reply brief was filed on December 5, 2008. On March 29, 2010, the court issued an opinion granting our motion to dismiss. On March 30, 2010, the court entered a judgment dismissing the case. The plaintiffs filed a notice of appeal on April 29, 2010 appealing the judgment granting our motion to dismiss. We intend to continue to defend against these lawsuits vigorously as we believe we have meritorious defenses to the claims alleged. However, there can be no assurance that we will prevail in the suit on appeal and any adverse outcome of these cases could have a material adverse effect on our business or results of operations.
     On February 11, 2008, Ying Ping, a PRC citizen, filed an arbitration application in Beijing with China International Economic and Trade Arbitration Commission (“CIETAC”) against us, requesting us, (i) to continue to perform a Share Purchase Agreement, dated as of March 20, 2008, between Ying Ping and the Company; (ii) to pay an overdue share purchase price in the amount of $15.6 million and accrued interests thereof; and (iii) to bear their legal counsel fee in the amount of $0.3 million and other relevant arbitration costs. The CIETAC accepted Ying Ping’s application for arbitration on February 24, 2009. On March 10, 2010, the arbitration was settled. As a result, we agreed to pay $5.5 million to settle all the claims under the arbitration.
     Except as disclosed above, we are not currently a party to any material legal proceeding. From time to time, we may be subject to various claims and legal actions arising in the ordinary course of business.
Dividend Policy
     We have not previously declared any dividends. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends on our ordinary shares, or indirectly on our ADSs, for the foreseeable future.
     Future cash dividends, if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, shareholders’ interests, contractual restrictions and other factors as our board of directors may deem relevant. In addition, we can pay dividends only out of our profits or other distributable reserves. Any dividend we declare will be paid to the holders of ADSs, subject to the terms of the deposit agreement, to the same extent as holders of our ordinary shares, less the fees and expenses payable under the deposit agreement. Other distributions, if any, will be paid by the depositary to holders of our ADSs in any means it deems legal, fair and practical. Any dividend will be distributed by the depositary, in the form of cash or additional ADSs, to the holders of our ADSs. Cash dividends on our ADSs, if any, will be paid in U.S. dollars.
B. Significant Changes
     Since the date of the audited financial statements included as a part of this annual report, the following significant changes have occurred:

97


Table of Contents

    In January 2010, we appointed Kit Leong Low as our chief financial officer and Alex Yang as our general manager;
 
    In January 2010, certain Allyes employees and management and directors and certain members of our management and directors entered into a definitive agreement with us and Allyes to purchase an aggregate 38% interest in Allyes from us. Pursuant to the terms of the agreements, the purchasing Allyes and Group management members paid an aggregate $13.3 million for a 38% interest of Allyes. The Group performed a valuation of Allyes as of the closing date of the transaction and determined that the price paid to acquire the interest approximated fair value. The transaction was approved by all independent directors on the board. This transaction was part of initiatives we are taking to incentivize management to enhance the future business model of Allyes and thereby to seek long term sustainable growth for the Group and investors.
 
    In February 2010, we announced that our board of directors approved a share repurchase program of up to $200 million, which we expect to implement over the course of the 12 month period following the announcement in a manner consistent with market conditions and the interest of the shareholders and in compliance with our securities trading policy. Our board of directors will review the share repurchase program periodically and may authorize adjustment of its terms and size accordingly. We plan to fund repurchases made under this program from our available cash balance.
     Please see the section titled “Material Contracts” of Item 10.C. “Additional information”.
ITEM 9. THE OFFER AND LISTING
A. Offer and Listing Details
Market Price Information for Our American Depositary Shares
     Our ADSs have been listed on the Nasdaq Global Market since July 13, 2005. Our ADSs trade under the symbol “FMCN”. From July 13, 2005 until April 10, 2007, each of our ADSs represented ten of our ordinary shares. Starting April 11, 2007, we reduced this ratio to five-to-one. All ADS trading prices on the Nasdaq Global Market set forth in this annual report, including historical trading and closing prices, have been adjusted to reflect the new ADS-to-share ratio of five-to-one. For the period from April 1, 2009 to June 28, 2010 the trading price of our ADSs on the Nasdaq Global Market has ranged from a low of US$6.20 to a high of US$18.72 per ADS. The following table provides the high and low trading prices for our ADSs on the Nasdaq Global Market for each month since April 2009.
                 
    SALE PRICE
    HIGH   LOW
    US$   US$
MONTHLY HIGHS AND LOWS
               
2009 (starting April 1)
               
April
    7.33       6.20  
May
    8.83       6.30  
June
    9.39       6.52  
July
    8.98       7.37  
August
    9.95       8.35  
September
    11.54       8.59  
October
    15.31       10.43  
November
    14.29       12.07  
December
    17.49       12.65  
2010
               
January
    17.88       12.26  

98


Table of Contents

                 
    SALE PRICE
    HIGH   LOW
    US$   US$
February
    15.69       12.82  
March
    18.72       14.35  
April
    18.48       16.68  
May
    17.18       14.36  
June (through June 25)
    17.40       14.60  
     As of June 28, 2010, a total of 145,569,529 ADSs were outstanding. As of 28, 2010, 727,704,490 shares were registered in the name of a nominee of Citibank, N.A., the depositary under the deposit agreement. We have no further information as to shares held, or beneficially owned, by U.S. persons.
B. Plan of Distribution
     Not applicable.
C. Markets
     Our ADSs, each representing five of our ordinary shares, have been trading on the Nasdaq Global Market since July 13, 2005 under the symbol “FMCN.”
D. Selling Shareholders
     Not applicable.
E. Dilution
     Not applicable.
F. Expenses of the Issue
     Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
     Not applicable.
B. Memorandum and Articles of Association
     We incorporate by reference into this annual report the description of our amended and restated memorandum and articles of association contained in our Form F-1 registration statement (File No. 333-134714), as amended, first filed with the Commission on June 2, 2006.
C. Material Contracts
     In the past three fiscal years, we have not entered into any material contracts other than in the ordinary course of business or other than those described below and elsewhere in this annual report.

99


Table of Contents

Allyes
     In March 2007, we completed the acquisition of Allyes Information Technology Company Limited, and its wholly-owned PRC subsidiaries New Allyes Information Technology (Shanghai) Co., Ltd. and Allyes Information Technology (Shanghai) Co., Ltd. and their affiliated PRC operating companies. David Zhu, the founder, former chairman and chief executive officer of Allyes, signed an employment agreement with Focus Media and remains as the chief executive officer of Allyes.
     The following is a brief summary of material provisions of the share purchase agreement. This summary is qualified in its entirety by reference to the actual Allyes Share Purchase Agreement.
     Purchase Price. We agreed to pay the selling shareholders of Allyes $70 million in cash and 19,969,080 Focus Media ordinary shares. In addition, in March, 2008, we made an earn-out payment of 9,662,458 ordinary shares (based upon a fixed price per ordinary share of $7.726) to Allyes in connection with certain earnings targets during the twelve month period from April 1, 2007 to March 31, 2008. None of the ordinary shares received by the Allyes selling shareholders are currently subject to lock-up
     Representations and Warranties. In the share purchase agreement, the Allyes selling shareholders made customary representations and warranties to us, which generally survive for a period of fifteen months following the closing date. However, a number of specified representations and warranties survive for longer periods. We made customary representations and warranties to the Allyes selling shareholders, which survive for a period of one year following the closing date.
     Covenants. The definitive share purchase agreement includes customary covenants relating to, among other things, the conducting of the business in the ordinary course prior to closing, notification of certain matters, confidentiality, non-compete agreements for key employees, treatment of related party accounts and preparation of financial statements.
     Indemnification. The management shareholders have agreed to indemnify us for damages resulting from any breach of any representation or warranty, covenant or other agreement made by the management shareholders in the share purchase agreement, including but not limited to losses arising out of materially inaccurate disclosures made in Allyes’s financial statements; losses arising out of failure to report any material changes in Allyes or its affiliates; losses arising out of failure to adequately disclose terms of any material contracts of Allyes or its affiliates; and losses arising out of any tax or legal liabilities.
     The non-management shareholders have also agreed to indemnify us for damages resulting from any breach of any representation or warranty, covenant or other agreement made by the non-management shareholders in the share purchase agreement.
     The Allyes selling shareholders collectively shall not be liable to indemnify losses greater than the aggregate consideration of the share purchase agreement, and each selling shareholder is only liable up to the product of (x) the amount of his percentage equity interest in the company prior to the closing multiplied by (y) the aggregate consideration of the share purchase agreement. The Allyes selling shareholders are not obligated to indemnify our losses until and unless such losses exceed $1 million. If our losses exceed $1 million, the selling shareholders are liable for all amounts including the first $1 million. Management shareholders will be jointly and severally liable. Non-management shareholders will be severally but not jointly liable.
     We have agreed to indemnify the selling shareholders for damages resulting from any breach of any representation or warranty, covenant or other agreement of ours in the share purchase agreement. Our indemnification obligations are capped at the aggregate consideration of the share purchase agreement.
     Amounts of losses are subject to insurance recoveries and other mitigating circumstances. Indemnification payments may be made in-kind with Focus Media ordinary shares received under the share purchase agreement.

100


Table of Contents

     Under the terms of the transaction, we also granted certain registration rights to the former shareholders of Allyes. See “Item 14.A—Material Modifications to the Rights of Security Holders and Use of Proceeds” elsewhere in this annual report.
Management Buy-in To Allyes
     See Item 17.B—Related Party Transactions—Other Related Party Transactions.
Control Over Acquired Entities
     We have entered into a series of agreements with the subsidiaries, affiliated entities and nominee shareholders of such affiliated entities of each of Target Media, Framedia, Focus Media Wireless, Huaguang, Allyes and CGEN that provide us with effective control over each of their respective affiliated entities while enabling the their businesses to be consolidated with the respective Cayman holding company of each such business and with us. See “Item 4.C Information on Our Company—Organization Structure— Our Corporate Structure and Contractual Arrangements” and “ Item 7.B Major Shareholders and Related Party Transactions—Related Party Transactions — Agreements Among Us, Our PRC operating subsidiaries, Our PRC Operating Affiliates and Their Shareholders”.
Share Subscription by JJ Media Investment Holding Limited
     See Item 7.B—Related Party Transactions—Other Related Party Transactions.
D. Exchange Controls
     Our operating businesses are currently conducted in China and substantially all of our revenues and expenses are denominated in Renminbi. The People’s Bank of China, or PBOC, sets and publishes daily a base exchange rate with reference primarily to the supply and demand of Renminbi against a basket of currencies in the market during the prior day. The PBOC also takes into account other factors, such as the general conditions existing in the international foreign exchange markets. Since 1994, the conversion of Renminbi into foreign currencies, including Hong Kong dollars and U.S. dollars, has been based on rates set by the PBOC, which are set daily based on the previous day’s inter-bank foreign exchange market rates and current exchange rates in the world financial markets. From 1994 to July 20, 2005, the official exchange rate for the conversion of Renminbi to U.S. dollars was generally stable. Although PRC governmental policies were introduced in 1996 to reduce restrictions on the convertibility of Renminbi into foreign currency for current account items, conversion of Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration for Foreign Exchange and other relevant authorities. On July 21, 2005, the PRC government introduced a managed floating exchange rate system to allow the value of the Renminbi to fluctuate within a regulated band based on market supply and demand and by reference to a basket of currencies. On the same day, the value of the Renminbi appreciated by 2.0% against the U.S. dollar. Since then, the PRC government has made, and may in the future make, further adjustments to the exchange rate system. The PBOC announces the closing price of a foreign currency traded against the Renminbi in the inter-bank foreign exchange market after the closing of the market on each working day, and makes it the central parity for the trading against the Renminbi on the following working day.
     In January and April 2005, the PRC State Administration of Foreign Exchange, or SAFE, issued two rules that require PRC residents to register with and receive approvals from SAFE in connection with their offshore investment activities. SAFE has announced that the purpose of these regulations is to achieve the proper balance of foreign exchange and the standardization of the cross-border flow of funds.
     On October 21, 2005, SAFE issued the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-raising and Reverse Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies, or Notice 75, which became effective as of November 1, 2005. Notice 75 replaced the two rules issued by SAFE in January and April 2005 mentioned above.

101


Table of Contents

     According to Notice 75:
    prior to establishing or assuming control of an offshore company for the purpose of financing that offshore company with assets or equity interests in an onshore enterprise in the PRC, each PRC resident, whether a natural or legal person, must complete the overseas investment foreign exchange registration procedures with the relevant local SAFE branch;
 
    an amendment to the registration with the local SAFE branch is required to be filed by any PRC resident that directly or indirectly holds interests in that offshore company upon either (1) the injection of equity interests or assets of an onshore enterprise to the offshore company, or (2) the completion of any overseas fund raising by such offshore company; and
 
    an amendment to the registration with the local SAFE branch is also required to be filed by such PRC resident when there is any material change involving a change in the capital of the offshore company, such as (1) an increase or decrease in its capital, (2) a transfer or swap of shares, (3) a merger or division, (4) a long term equity or debt investment, or (5) the creation of any security interests over the relevant assets located in China.
     Moreover, Notice 75 applies retroactively. As a result, PRC residents who have established or acquired control of offshore companies that have made onshore investments in the PRC in the past are required to complete the relevant overseas investment foreign exchange registration procedures by March 31, 2006. Under the relevant rules, failure to comply with the registration procedures set forth in Notice 75 may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliate and the capital inflow from the offshore entity, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations.
     As a Cayman Islands company, and therefore a foreign entity, if Focus Media Holding purchases the assets or equity interest of a PRC company owned by PRC residents in exchange for our equity interests, such PRC residents will be subject to the registration procedures described in Notice 75. Moreover, PRC residents who are beneficial holders of our shares are required to register with SAFE in connection with their investment in us.
     As a result of the lack of implementing rules and other uncertainties relating to the interpretation and implementation of Notice 75, we cannot predict how these regulations will affect our business operations or strategies. For example, our present or future PRC subsidiaries’ ability to conduct foreign exchange activities, such as remittance of dividends and foreign-currency- denominated borrowings, may be subject to compliance with such SAFE registration requirements by relevant PRC residents, over whom we have no control. In addition, we cannot assure you that any such PRC residents will be able to complete the necessary approval and registration procedures required by the SAFE regulations. We require all the shareholders in Focus Media Holding who are PRC residents to comply with any SAFE registration requirements, but we have no control over either our shareholders or the outcome of such registration procedures. Such uncertainties may restrict our ability to implement our acquisition strategy and adversely affect our business and prospects.
E. Taxation
Cayman Islands Taxation
     The following discussion of the material Cayman Islands federal income tax consequences of an investment in our ordinary shares or ADSs is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change, possibly with retroactive effect. This discussion does not deal with all possible tax consequences relating to an investment in our ADSs, such as the tax consequences under state, local and other tax laws. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion of Conyers Dill & Pearman, our special Cayman Islands counsel.
     The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty or withholding tax

102


Table of Contents

applicable to us or to any holder of ADS, or ordinary shares. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. The Cayman Islands is not party to any double taxation treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.
     Pursuant to Section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, we have obtained an undertaking from the Governor-in-Council:
  (1)   that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to us or our operations; and
 
  (2)   that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on the shares, debentures or other obligations of the Company.
     The undertaking for us is for a period of twenty years from May 3, 2005.
People’s Republic of China Taxation
     The newly enacted PRC Enterprise Income Tax Law, or the EIT Law, and the implementation regulations for the EIT Law issued by the PRC State Council, became effective as of January 1, 2008. The EIT Law provides that enterprises established outside of China whose “de facto management bodies” are located in China are considered “resident enterprises” and are generally subject to the uniform 25% enterprise income tax rate as to their worldwide income. Under the implementation regulations for the EIT Law issued by the PRC State Council, “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise. Although substantially all of our operational management is currently based in the PRC, it is unclear whether PRC tax authorities would require (or permit) us to be treated as a PRC resident enterprise.
     Under the EIT Law and implementation regulations issued by the State Council, PRC income tax at the rate of 10% is applicable to dividends payable to investors that are “non-resident enterprises,” which do not have an establishment or place of business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends have their sources within the PRC. Similarly, any gain realized on the transfer of ADSs or shares by such investors is also subject to 10% PRC income tax if such gain is regarded as income derived from sources within the PRC. If we are considered a PRC “resident enterprise,” it is unclear whether dividends we pay with respect to our ordinary shares or ADSs, or the gain you may realize from the transfer of our ordinary shares or ADSs, would be treated as income derived from sources within the PRC and be subject to PRC tax. It is also unclear whether, if we are considered a PRC “resident enterprise,” holders of our ordinary shares or ADSs might be able to claim the benefit of income tax treaties entered into between China and other countries.
United States Federal Income Taxation
     The following discussion describes certain United States federal income tax consequences of the ownership of our ordinary shares and ADSs as of the date hereof. Except where noted, it deals only with ordinary shares and ADSs held as capital assets. This discussion does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:
    a bank;
 
    a dealer in securities or currencies;

103


Table of Contents

    a financial institution;
 
    a regulated investment company;
 
    a real estate investment trust;
 
    an insurance company;
 
    a tax-exempt organization;
 
    a person holding our ordinary shares or ADSs as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;
 
    a trader in securities that has elected the mark-to-market method of accounting for your securities;
 
    a person liable for alternative minimum tax;
 
    a United States expatriate or a person treated as a resident of more than one country;
 
    a person who owns or is deemed to own 10% or more of our voting stock;
 
    a partnership or other pass through entity for United States federal income tax purposes or a person holding our ordinary shares or ADSs through any such entity; or
 
    a person whose “functional currency” is not the United States dollar.
     Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified so as to result in United States federal income tax consequences different from those discussed below. In addition, this summary is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms. IF YOU ARE CONSIDERING THE PURCHASE, OWNERSHIP OR DISPOSITION OF OUR ORDINARY SHARES OR ADSS, YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO YOU IN LIGHT OF YOUR PARTICULAR SITUATION AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION.
     As used herein, the term “United States Holder” means a beneficial holder of an ordinary share or ADS that is for United States federal income tax purposes:
    an individual citizen or resident of the United States;
 
    a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
 
    an estate the income of which is subject to United States federal income taxation regardless of its source; or
 
    a trust which either (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

104


Table of Contents

     If a partnership holds our ordinary shares or ADSs, the tax treatment of a partner will depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our ordinary shares or ADSs, you should consult your tax advisors.
ADSs
     If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of ordinary shares for ADSs will not be subject to United States federal income tax.
     The U.S. Treasury has expressed concerns that intermediaries in the chain of ownership between the holder of an ADS and the issuer of the security underlying the ADS may be taking actions that are inconsistent with the claiming of foreign tax credits for United States Holders of ADSs. Such actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by certain non-corporate holders. Accordingly, the creditabilities of PRC taxes, if any, and the availability of the reduced tax rate for dividends received by certain non-corporate holders, each described below, could be affected by actions taken by intermediaries in the chain of ownership between the holder of an ADS and our company.
Taxation of Dividends
     Subject to the discussion below under “Passive Foreign Investment Companies”, the gross amount of distributions on our ordinary shares or ADSs (including amounts withheld to reflect PRC withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such income will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of ordinary shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code. With respect to non-corporate United States investors, certain dividends received in taxable years beginning before January 1, 2011 from a qualified foreign corporation may be subject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our ADSs, which are listed on the Nasdaq Global Market, but not our ordinary shares, are readily tradable on an established securities market in the United States. Thus, we believe that dividends we pay on our ordinary shares that are represented by ADSs, but not our ordinary shares that are not so represented, currently meet such conditions required for the reduced tax rates. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. A qualified foreign corporation also includes a foreign corporation that is eligible for the benefits of certain income tax treaties with the Unites States. In the event that we are deemed to be a PRC “resident enterprise” under PRC tax law (see discussion under “Taxation—People’s Republic of China Taxation”), we may be eligible for the benefits of the income tax treaty between the Unites States and the PRC, and if we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by ADSs, would be subject to the reduced rates of taxation. Non-corporate holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of this legislation to your particular circumstances.
     In the event that we are deemed to be a PRC “resident enterprise” under PRC tax law (see discussion under “Taxation—“People’s Republic of China Taxation”, you may be subject to PRC withholding taxes on dividends paid to you with respect to our ordinary shares or ADSs. In that case, however, you may be able to obtain a reduced rate of PRC withholding taxes under the treaty between the United States and the PRC if certain requirements are met. In addition, subject to certain conditions and limitations, PRC withholding taxes on dividends, if any, may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid to you with respect to our ordinary shares or ADSs will be treated as income form sources outside the United States and will generally constitute passive category income.

105


Table of Contents

Furthermore, in certain circumstances, if you have held the ordinary shares or ADSs for less than a specified minimum holding period during which you are not protected from risk of loss, or are obligated to make payments related to the dividends, you will not be allowed a foreign tax credit for any PRC withholding taxes imposed on dividends paid on the ordinary shares or ADSs. The rules governing the foreign tax cre