SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 11)*

Focus Media Holding Limited

(Name of Issuer)

American Depositary Shares, evidenced by American Depositary

Receipts, each representing five Ordinary Shares, par value $0.00005 per share

(Title of Class of Securities)

34415V109 (American Depositary Shares)

(CUSIP Number)

Qin Xuetang Fosun International Limited Room 808 ICBC Tower 3 Garden Road, Central, Hong Kong, China (852) 2509 3228 With a copy to: Hillel T. Cohn, Esq. Morrison & Foerster LLP Suite 3500 555 West Fifth Street Los Angeles, USA 90013 (213) 892-5251

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 19, 2012

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 34415V109
	1	Name of Reporting Person Fosun International Limited
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC, OO
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Hong Kong, China
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 111,078,220 (1)
			8	Shared Voting Power 0 (2)
			9	Sole Dispositive Power 111,078,220 (1)
			10	Shared Dispositive Power 0 (2)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 111,078,220 (1)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 16.75% (3)
	14	Type of Reporting Person (See Instructions) CO

(1)Number of shares is number of Ordinary Shares, par value $0.00005 per share (“Ordinary Shares”). Fosun International Limited (“Fosun International”) holds 22,215,644 American Depositary Shares (“ADSs”), each representing 5 Ordinary Shares.

(2)Fosun International is a party to a Voting Agreement, dated December 19, 2012, with the Separately Filing Group Members, among other parties, which agreement contains, among other things, certain voting agreements and limitations on the sale of Ordinary Shares owned by Fosun International and the Separately Filing Group Members.  As a result, Fosun International may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act, comprised of Fosun International and the Separately Filing Group Members. Ordinary Shares listed as beneficially owned by Fosun International exclude shares held by any of the Separately Filing Group Members, in each case as to which Fosun International disclaims beneficial ownership.

(3)Percentage calculated based on 663,037,486 Ordinary Shares outstanding, including 655,589,716 Ordinary Shares outstanding as of December 19, 2012, vested options to purchase 716,220 ADSs, representing 3,581,100 Ordinary Shares, exercisable within 60 days of the date hereof held by Target Sales International Limited (“Target Sales”), vested options to purchase 100,000 ADSs, representing 500,000 Ordinary Shares and restricted share units to obtain 673,334 ADSs, representing 3,366,670 Ordinary Shares exercisable within 60 days of the date hereof held by Target Management Group Limited (“Target Management’) as reported in a Schedule 13D/A filed by the Separately Filing Group Members (as herein defined) with the Securities and Exchange Commission on December 21, 2012. Target Sales is 100% owned by JJ Media Investment Holding Limited (“JJ Media”). Each of JJ Media, Target Management and Top Notch Investments Holdings Ltd (“Top Notch”) is 100% owned by Jason Nanchun Jiang, the Chairman of the Board and Chief Executive Officer of the Issuer.

2

This Amendment No. 11 amends the Schedule 13D filed with the Securities and Exchange Commission on December 23, 2008 (the “Original 13D”) by Fosun International Limited (“Fosun International”) with respect to Ordinary Shares, par value $0.00005 per share (the “Ordinary Shares”) and American Depositary Shares (the “ADSs”), as evidenced by American Depositary Receipts, each representing five Ordinary Shares of Focus Media Holding Limited (the “Issuer”), as previously amended by Amendment No. 1 to the Original 13D filed on December 24, 2008, Amendment No. 2 to the Original 13D filed on January 26, 2009, Amendment No. 3 to the Original 13D filed on January 30, 2009, Amendment No. 4 to the Original 13D filed on February 9, 2009, Amendment No. 5 to the Original 13D filed on February 20, 2009, Amendment No. 6 to the Original 13D filed on March 26, 2009, Amendment No. 7 to the Original 13D filed on September 21, 2010, Amendment No. 8 to the Original 13D filed on September 27, 2010, Amendment No. 9 to the Original 13D filed on July 7, 2011 and Amendment No. 10 to the Original 13D filed on July 19, 2011.  Unless otherwise stated herein, the Original 13D, as amended, remains in full force and effect and supercedes the Schedule 13G filed with the Securities and Exchange Commission on July 20, 2011, as amended by Amendment No. 1 to such Schedule 13G filed on February 13, 2012.

Item 1.	Security and Issuer
Item 1 is hereby amended and restated in its entirety to read as follows: This Schedule 13D relates to ADSs, as evidenced by American Depositary Receipts, each representing five Ordinary Shares of the Issuer, a corporation organized under the laws of the Cayman Islands. The ADSs are listed on the NASDAQ Global Select Market under the symbol “FMCN.” The principal executive offices of the Issuer are located at Unit No. 1, 20th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong.
Item 2.	Identity and Background
Item 2 is hereby amended and restated in its entirety to read as follows: This Schedule 13D is filed by Fosun International, a company organized under the laws of the Hong Kong Special Administrative Region of China (“Hong Kong”). The principal business address for Fosun International is Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. The principal businesses of Fosun International include: (i) insurance; (ii) pharmaceuticals and healthcare; (iii) property; (iv) steel; (v) mining; (vi) retail, services, finance and other investments; and (vii) asset management, which mainly operate through its subsidiaries. Fosun International is a subsidiary of Fosun Holdings Limited (“Fosun Holdings”), which in turn is a wholly-owned subsidiary of Fosun International Holdings Ltd. (“Fosun International Holdings”). Fosun International Holdings is controlled by Guo Guangchang. The place of organization, principal business address and principal business of Fosun Holdings and Fosun International Holdings are set forth in Exhibit 99.1, which is attached hereto and incorporated by reference. The name, business address, present principal employment and citizenship of Guo Guangchang and each director and executive officer of Fosun International, Fosun Holdings and Fosun International Holdings are set forth in Exhibit 99.1. Fosun International may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act, comprised of Fosun International and the persons referred to on Schedule A attached hereto (the “Separately Filing Group Members”).  It is Fosun International’s understanding that the Separately Filing Group Members are filing a separate Schedule 13D pursuant to Rule 13d-1(k)(2) under the Act. Schedule A attached hereto sets forth certain information concerning the Separately Filing Group Members, which information is based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members or otherwise obtained from such persons. During the last five years, neither Fosun International nor, to Fosun International’s knowledge, (a) any executive officer or director of Fosun International; (b) any person controlling Fosun International; or (c) any executive officer or director of any person ultimately in control of Fosun International been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

3

Item 4.

Purpose of Transaction

Item 4 is hereby amended and restated in its entirety to read as follows: On December 19, 2012, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Giovanna Parent Limited, a Cayman Islands company (“Parent”) and Giovanna Acquisition Limited, a Cayman Islands company and a wholly owned subsidiary of Parent (“Merger Sub”).  Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation and wholly owned subsidiary of Parent (the “Merger”).  At the effective time of the Merger (the “Effective Time”), each of Issuer’s Ordinary Shares issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$5.50 in cash without interest and net of any applicable withholding taxes, and each ADS issued and outstanding immediately prior to the Effective Time will represent the right to surrender the ADS in exchange for US27.50 in cash without interest and net of any applicable withholding taxes, other than certain excluded Ordinary Shares (including the ADS that represent such Ordinary Shares) including, without limitation, the Rollover Shares (defined below), which will be exchanged for ordinary shares of Giovanna Group Holdings Limited (“Holdco”), which indirectly owns 100% of the equity interests of Parent.  Consummation of the Merger is subject to the satisfaction or waiver of various conditions set forth in the Merger Agreement including obtaining the requisite approval of the Issuer’s shareholders. In connection with the Merger, Fosun International, Holdco and Parent entered into a Rollover Agreement, dated December 19, 2012 (the “Rollover Agreement”), pursuant to which Fosun International agreed, subject to certain conditions, to deliver to Parent an aggregate of 14,545,455 ADSs representing 72,727,275 Ordinary Shares (collectively, the “Rollover Shares”) for cancellation in connection with the closing of the Merger and subscribe for 174,084 ordinary shares of Holdco (the “Holdco Shares”).  Under the terms of the Rollover Agreement, Fosun International and Holdco shall negotiate in good faith the terms and conditions of a shareholders agreement relating to corporate governance and other matters concerning Holdco, provided that the terms and conditions shall be substantially consistent with the terms set forth in a schedule attached to the Rollover Agreement. The Rollover Agreement will terminate immediately upon the valid termination of the Merger Agreement.  This summary of the Rollover Agreement does not purport to be complete and is qualified in its entirety by reference to the Rollover Agreement, which is attached hereto as Exhibit 99.11 and incorporated by reference in its entirety into this Item 4. In connection with the Merger, Parent and certain shareholders of Issuer (each, a “Shareholder”), including Fosun International and the Separately Filing Group Members entered into a Voting Agreement, dated December 19, 2012 (the “Voting Agreement”).  Pursuant to the Voting Agreement, each Shareholder agreed to, among other things, vote or cause to be voted (including by proxy or written resolution, if applicable) its Ordinary Shares (including Ordinary Shares represented by ADSs) in favor of the approval of the Transactions and against, among other matters, any competing acquisition proposal, at any meeting of the Issuer’s shareholders.  Also pursuant to the Voting Agreement, each Shareholder appointed Parent, and any designee of Parent, as its proxy and attorney-in-fact, with full power of substitution, to vote or cause to be voted (including by proxy or written resolution, if applicable) its Ordinary Shares (including Ordinary Shares represented by ADSs) in connection with the matters contemplated by and in compliance with the express provisions of the Voting Agreement.  Each Shareholder further agreed, during the term of the Voting Agreement, not to sell, transfer, pledge, or otherwise dispose of any Ordinary Shares it holds, except as provided in the rollover agreement to which it is party.  The obligations under the Voting Agreement terminate upon the earlier to occur of (a) the closing of the Merger or (b) the date of termination of the Merger Agreement.  This summary of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is attached hereto as Exhibit 99.12 and incorporated by reference in its entirety into this Item 4. Other than as described in this Item 4, and except as otherwise disclosed herein or in the Rollover Agreement and the Voting Agreement, Fosun International currently has no plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. Fosun International may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the ADSs beneficially owned by Fosun International, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that Fosun International will take any of the actions set forth above.

4

Item 5.	Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety to read as follows: (a)See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Ordinary Shares underlying the ADSs that are beneficially owned by Fosun International as of December 21, 2012. (b)See Items 7 through 10 of the cover pages to this Schedule 13D for the number of Ordinary Shares underlying the ADSs beneficially owned by Fosun International as of December 21, 2012 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition. Schedule A attached hereto sets forth, as of the date hereof, the sole and shared voting and dispositive power of each Separately Filing Group Member and the percentage of the total number of Ordinary Shares outstanding beneficially owned by each Separately Filing Group Member.  All such information is based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members or otherwise obtained from such persons. Fosun International disclaims beneficial ownership of the shares held by any of the Separately Filing Group Members. The filing of this Amendment No. 11 to Schedule 13D shall not be constructed as an admission that Fosun International is, for purposes of Section 13(d) of the Act or otherwise, the beneficial owner of shares held by any of the Separately Filing Group Members. (c)There were no transactions in the ADS that were effected during the past 60 days by Fosun International. (d)No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D. (e)Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended and restated in its entirety to read as follows: Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6. Except as otherwise disclosed herein, in the Original Schedule 13D, as amended, the Rollover Agreement, and the Voting Agreement, to the best knowledge of Fosun International, there are no contracts, arrangements, understandings or relationships among Fosun International and any other person with respect to any securities of the Issuer.

5

Item 7.	Material to Be Filed as Exhibits
Item 7 is hereby amended and restated in its entirety to read as follows:

Exhibit No.	Description
99.1	List of directors and executive officers of Fosun International, persons controlling Fosun International and executive officers and directors of persons in control of Fosun International.
99.2	Information regarding transactions in Focus Media ADSs by Fosun International during the 60 days prior to the filing of the Original 13D (incorporated herein by reference to Exhibit 99.2 to the Original 13D filed on December 23, 2008 by Fosun International with the Commission).
99.3	Information regarding purchases of Focus Media ADSs by Fosun International between the filings of Amendment No. 1 and Amendment No. 2 to the Original 13D (incorporated herein by reference to Exhibit 99.3 to Amendment No. 2 to the Original 13D filed on January 26, 2009 by Fosun International with the Commission).
99.4	Information regarding purchases of Focus Media ADSs by Fosun International between the filings of Amendment No. 2 and Amendment No. 3 to the Original 13D (incorporated herein by reference to Exhibit 99.4 to Amendment No. 3 to the Original 13D filed on January 30, 2009 by Fosun International with the Commission).
99.5	Information regarding purchases of Focus Media ADSs by Fosun International between the filings of Amendment No. 3 and Amendment No. 4 to the Original 13D (incorporated herein by reference to Exhibit 99.5 to Amendment No. 4 to the Original 13D filed on February 9, 2009 by Fosun International with the Commission).
99.6	Information regarding purchases of Focus Media ADSs by Fosun International between the filings of Amendment No. 4 and Amendment No. 5 to the Original 13D (incorporated herein by reference to Exhibit 99.6 to Amendment No. 5 to the Original 13D filed on February 20, 2009 by Fosun International with the Commission).
99.7	Information regarding purchases of Focus Media ADSs by Fosun International since the filing of Amendment No. 5 and Amendment No. 6 to the Original 13D (incorporated herein by reference to Exhibit 99.7 to Amendment No. 5 to the Original 13D filed on February 20, 2009 by Fosun International with the Commission).
99.8	Securities Repurchase Agreement, dated as of September 20, 2010, between the Issuer and Fosun International (incorporated by reference to Exhibit 99.8 to Amendment No. 9 to the Original 13D filed on July 7, 2011 by Fosun International with the Commission).
99.9	Securities Repurchase Agreement, dated as of July 6, 2011, between the Issuer and Fosun International (incorporated by reference to Exhibit 99.9 to Amendment No. 9 to the Original 13D filed on July 7, 2011 by Fosun International with the Commission).
99.10	Placing Agreement, dated as of July 6, 2011, between Fosun International and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 99.10 to Amendment No. 9 to the Original 13D filed on July 7, 2011 by Fosun International with the Commission).
99.11	Rollover Agreement, dated December 19, 2012.
99.12	Voting Agreement, dated December 19, 2012.

6

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 21, 2012
FOSUN INTERNATIONAL LIMITED
By:	/s/ Qin Xuetang
	Qin Xuetang
	Director

7

Schedule A

Certain Information Regarding the Separately Filing Group Members

Separately Filing Group Members	Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Percent of Class (1)
Jason Nanchun Jiang	0		128,824,200	(2)	0		128,824,200	(2)	19.43	%(6)
JJ Media Investment Holding Limited	118,392,525	(3)	6,065,005	(4)	118,392,525	(3)	6,065,005	(4)	18,77	%(6)
Top Notch Investments Holdings Ltd	500,000		0		500,000		0		0.08	%(6)
Target Sales International Limited	6,065,005	(4)	0		6,065,005	(4)	0		0.91	%(6)
Target Management Group Limited	3,866,670	(5)	0		3,866,670	(5)	0		0.12	%(6)

(1)Percentage is based on aggregate amount beneficially owned according to sole and shared voting and dispositive power.

(2)Includes 118,392,525 Ordinary Shares held in the name of Citi (Nominees) Limited and beneficially owned by JJ Media Investment Holding Limited (“JJ Media”) in the form of ADSs; 500,000 Ordinary Shares held in the name of Citi (Nominees) Limited and beneficially owned by Top Notch Investments Holdings Ltd (“Top Notch”) in the form of ADSs, 2,483,905 Ordinary Shares and vested options to purchase 716,220 ADSs, representing 3,581,100 Ordinary Shares, exercisable within 60 days of the date hereof held by Target Sales International Limited (“Target Sales”); vested options to purchase 100,000 ADSs, representing 500,000 Ordinary Shares and restricted share units to obtain 673,334 ADSs, representing 3,366,670 Ordinary Shares exercisable within 60 days of the date hereof held by Target Management Group Limited (“Target Management’). Target Sales is 100% owned by JJ Media. Each of JJ Media, Target Management and Top Notch is 100% owned by Jason Nanchun Jiang, the Chairman of the Board and Chief Executive Officer of the Issuer.

(3)Includes 118,392,525 Ordinary Shares held in the name of Citi (Nominees) Limited and beneficially owned by JJ Media in the form of ADSs.

(4)Includes 2,483,905 Ordinary Shares and vested options to purchase 716,220 ADSs, representing 3,581,100 Ordinary Shares, exercisable within 60 days of the date hereof held by Target Sales.

(5)Includes vested options to purchase 100,000 ADSs, representing 500,000 Ordinary Shares and restricted share units to obtain 673,334 ADSs, representing 3,366,670 Ordinary Shares exercisable within 60 days of the date hereof held by Target Management.

(6)Percentage calculated based on 663,037,486 Ordinary Shares outstanding, including 655,589,716 Ordinary Shares outstanding as of December 19, 2012, vested options to purchase 716,220 ADSs, representing 3,581,100 Ordinary Shares, exercisable within 60 days of the date hereof held by Target Sales, vested options to purchase 100,000 ADSs, representing 500,000 Ordinary Shares and restricted share units to obtain 673,334 ADSs, representing 3,366,670 Ordinary Shares exercisable within 60 days of the date hereof held by Target Management as reported in a Schedule 13D/A filed by the Separately Filing Group Members with the Securities and Exchange Commission on December 21, 2012.

8

EX-99.1

EXHIBIT 99.1

DIRECTORS AND EXECUTIVE OFFICERS OF FOSUN INTERNATIONAL,
PERSONS CONTROLLING FOSUN INTERNATIONAL AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS IN CONTROL OF FOSUN INTERNATIONAL

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun International is set forth below.

Fosun International

Name	Business Address	Present Principal Employment	Citizenship
Guo Guangchang	No. 2 East Fuxing Road, Shanghai, China	Executive Director, Chairman of the Board of Fosun International	China
Liang Xinjun	No. 2 East Fuxing Road, Shanghai, China	Executive Director, Vice Chairman of the Board and Chief Executive Officer of Fosun International	China
Wang Qunbin	No. 2 East Fuxing Road, Shanghai, China	Executive Director and President of Fosun International	China
Fan Wei	No. 2 East Fuxing Road, Shanghai, China	Executive Director and Co-President of Fosun International	China
Ding Guoqi	No. 2 East Fuxing Road, Shanghai, China	Executive Director and Chief Financial Officer of Fosun International	China
Qin Xuetang	No. 2 East Fuxing Road, Shanghai, China	Executive Director of Fosun International	China
Wu Ping	No. 2 East Fuxing Road, Shanghai, China	Executive Director of Fosun International	China
Zhang Shengman	50/F Citibank Tower, Citibank Plaza, 3 Garden Road, Hong Kong	Independent Non-executive Director of Fosun International; Chairman of Asia Pacific of Citigroup	Hong Kong
Andrew Y.Yan	Suites 2516-2520, 25/F, Two Pacific Place, Hong Kong	Independent Non-executive Director of Fosun International; Managing partner of SAIF Partners	Hong Kong
Zhang Huaqiao	Room 805, Diamond Business Building (North Tower), 23 Gongyi Road, Huadu District, Guangzhou, China	Independent Non-executive Director of Fosun International; Chairman of Guangzhou Huadu Wansui Micro Credit Co., Ltd.	Hong Kong
David T. Zhang	26th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong	Independent Non-executive Director of Fosun International; Partner of Kirkland & Ellis LLP	United States of America

Fosun International is a subsidiary of Fosun Holdings. Fosun Holdings is a company organized under the laws of Hong Kong, China with its principal business address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. Fosun Holdings is principally engaged in investment holding.

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun Holdings is set forth below.

Fosun Holdings

Name	Business Address	Present Principal Employment	Citizenship
Guo Guangchang	No.2 East Fuxing Road, Shanghai, China	Director	China

Fosun Holdings is a subsidiary of Fosun International Holdings. Fosun International Holdings is a company organized under the laws of British Virgin Islands with its principal business address at Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands.  Fosun International Holdings is principally engaged in investment holding.

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun International Holdings is set forth below.

Fosun International Holdings

Name	Business Address	Present Principal Employment	Citizenship
Guo Guangchang	No.2 East Fuxing Road, Shanghai, China	Director	China

Fosun International Holdings is owned 58% by Guo Guangchang with the remaining shares owned 22% by Liang Xinjun, 10% by Wang Qunbin and 10% by Fan Wei.  Guo Guangchang’s principal business address is No. 2 East Fuxing Road, Shanghai, China.  He is a citizen of China.  In addition to being the Executive Director and Chairman of the Board of Fosun International, he is also a director of Nanjing Nangang Iron & Steel United Co., Ltd., Shanghai Fosun Pharmaceutical (Group) Co., Ltd., Shanghai Forte Land Co., Ltd., Club Méditerranée SA and China Minsheng Banking Corp. Ltd.

EX-99.11

Exhibit 99.11

FOSUN ROLLOVER AGREEMENT

This FOSUN ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2012 by and among Giovanna Group Holdings Limited, a Cayman Islands exempted company (“Holdco”), Giovanna Parent Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (“Parent”), and Fosun International Limited (the “Rollover Shareholder”), a shareholder of Focus Media Holding Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, concurrently herewith Parent, Giovanna Acquisition Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”);

WHEREAS, as of the date hereof, the Rollover Shareholder is the registered holder and “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of the number of ordinary shares, par value $0.00005 per share, of the Company (the “Shares”), including Shares represented by American Depositary Shares, each representing five Shares (collectively, the “Owned Shares”), as set forth in the column titled “Owned Shares” opposite such Rollover Shareholder’s name on Schedule A;

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, including the Merger, the Rollover Shareholder agrees to (a) the cancellation of the number of Owned Shares as set forth in the column titled “Rollover Shares” on Schedule A for nil consideration in the Merger (such cancelled Shares, the “Rollover Shares”), (b) subscribe for newly issued ordinary shares of Holdco (the “Holdco Shares”) at the Closing, and (c) the treatment of the Owned Shares which are not cancelled pursuant to this Agreement (such Shares, the “Non-Rollover Shares”) as set forth in the column titled “Non-Rollover Shares” on Schedule A in accordance with the provisions of the Merger Agreement;

WHEREAS, in order to induce the Rollover Shareholder to enter into this Agreement, Holdco has advised the Rollover Shareholder that it is the intention of Holdco and, to the best of Holdco’s knowledge, the intention of each of Holdco’s other shareholders, to enter into a shareholders agreement substantially on the terms set forth in Schedule D attached hereto, at or prior to the Closing of the Merger (the “Shareholders Agreement”);

WHEREAS, in order to induce Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Rollover Shareholder is entering into this Agreement; and

WHEREAS, the Rollover Shareholder acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Rollover Shareholder set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Holdco, Parent and the Rollover Shareholder hereby agree as follows:

1.Subscription of Holdco Shares. At the Closing, the Rollover Shareholder (or, if designated by the Rollover Shareholder in writing, in the name of an affiliate of the Rollover Shareholder) shall subscribe for the number of Holdco Shares in cash, at a consideration of US$0.001 per share, as set forth on Schedule A.  The Rollover Shareholder hereby acknowledges and agrees that, subject to receipt of the Holdco Shares, it shall have no right to any Merger Consideration in respect of the Rollover Shares.

2.Cancellation of Rollover Shares. Subject to the terms and conditions set forth herein, (a) the Rollover Shareholder agrees that the Rollover Shares shall be cancelled at the Closing for nil consideration, and (b) other than the Rollover Shares, all equity securities of the Company held by the Rollover Shareholder, including the Non-Rollover Shares, shall be treated as set forth in the Merger Agreement and not be affected by the provisions of this Agreement.

3.Closing; Conditions to Closing. Subject to the satisfaction in full (or waiver) of all of the conditions set forth in Sections 7.1 and 7.2 of the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription and issuance contemplated hereby shall take place at the Closing.  The obligation of the Rollover Shareholder to consummate the transactions contemplated hereby shall be subject to the following conditions:  (a) the representations and warranties of Holdco and Parent set forth in Section 7 shall be true and correct in all material respects as of the date hereof and as of the Closing Date, as if made on such date, (b) Holdco shall have complied in all material respects with all obligations of Holdco hereunder, and (c) the Merger Agreement shall provide for a Per ADS Merger Consideration of not less than $27.50 per ADS.

4.Deposit of Rollover Shares. No later than three (3) Business Days prior to the Closing, the Rollover Shareholder and any agent of the Rollover Shareholder holding certificates evidencing any Rollover Shares shall deliver or cause to be delivered to Parent all certificates representing Rollover Shares in such Persons’ possession, (a) duly endorsed for transfer or (b) with executed stock powers, in each case reasonably acceptable in form and substance to Parent and sufficient to transfer such shares to Parent, for disposition in accordance with the terms of this Agreement; such certificates and documents shall be held by Parent or any agent authorized by Parent until the Closing.

5.Irrevocable Election.

(a)The execution of this Agreement by the Rollover Shareholder evidences, subject to Section 9 and the proviso in Section 11(m), the irrevocable election and agreement by the Rollover Shareholder to subscribe for Holdco Shares and agree to the cancellation of the Rollover Shares on the terms and conditions set forth herein.  In furtherance of the foregoing, the Rollover Shareholder covenants and agrees that from the date hereof until any termination of this Agreement pursuant to Section 9, the Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of, any Owned Shares or any right, title or interest thereto or therein (including by operation of law) including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Owned Shares and (x) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest in such Owned Shares and/or (y) grants a third party the right to vote or direct the voting of such Owned Shares (any such transaction, a “Derivative Transaction”); provided, that the Rollover Shareholder may deposit a portion of or all of the Owned Shares into one or more accounts with certain commercial banks (the “Custodian”) pursuant to and in accordance with custodial arrangements (the material terms of which are set out in Schedule C attached hereto, the “Custodial Arrangements”) to be entered into by the Rollover Shareholder in connection with a term loan facility and bridge loan facility to be entered into by the Rollover Shareholder (collectively, the “Financing Agreements”) with certain commercial banks (the “Lenders”) after the date hereof, (iii) deposit any Owned Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement of even date herewith by and among Parent and certain shareholders of the Company (the “Voting Agreement”)) with respect to any Owned Shares, (iv) knowingly take any action that would make any representation or warranty of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer in violation of this paragraph shall be void.

(b)The Rollover Shareholder further covenants and agrees, severally and not jointly, that the Rollover Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent of any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by the Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awards, after the date hereof.

6.Representations and Warranties of the Rollover Shareholder. To induce Holdco to issue the Holdco Shares, the Rollover Shareholder makes the following representations and warranties, to Parent and Holdco, each and all of which shall be true and correct as of the date of this Agreement and as of the Closing:

(a)Ownership of Shares. (i) The Rollover Shareholder (A) is and will be the beneficial owner of, and has and will have good and valid title to, the Owned Shares, free and clear of Liens, and (B) has and will have sole or shared (together with affiliates controlled by the Rollover Shareholder) voting power, power of disposition, and power to demand dissenter’s rights (if applicable), in each case with respect to all of the Owned Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable Laws; (ii) the Owned Shares are not subject to any voting trust agreement or other Contract to which the Rollover Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Owned Shares; and (iii) the Rollover Shareholder has not Transferred any Rollover Share pursuant to any Derivative Transaction, in each case of clause (i) through (iii), except as pursuant to this Agreement, the Voting Agreement, the Financing Agreements and the Custodial Documents (as defined below).  As of the date hereof, (x) other than the Owned Shares, the Rollover Shareholder does not own, beneficially or of record, any Shares, securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities), and (y) the Rollover Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement or the Voting Agreement.

(b)Organization, Standing and Authority.  The Rollover Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement has been duly and validly executed and delivered by the Rollover Shareholder and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of the Rollover Shareholder, enforceable against the Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c)Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of the Rollover Shareholder for the execution, delivery and performance of this Agreement by the Rollover Shareholder or the consummation by the Rollover Shareholder of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by the Rollover Shareholder nor the consummation by the Rollover Shareholder of the transactions contemplated hereby, nor compliance by the Rollover Shareholder with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of the Rollover Shareholder which is an entity, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of the Rollover Shareholder pursuant to any Contract to which the Rollover Shareholder is a party or by which the Rollover Shareholder or any property or asset of the Rollover Shareholder is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Rollover Shareholder or any of its properties or assets.

(d)Financing and Custodial Arrangement.

(i)The Rollover Shareholder shall advise the other parties hereto when it executes and delivers transaction documents with respect to the Custodial Arrangements (the “Custodial Documents”).  Neither the Lenders nor the Custodian has (or will have, as applicable) any interest over the Owned Shares which is materially different from the interests described in Schedule C, or any right to direct or control the voting or Transfer of the Owned Shares, except as otherwise described in Schedule C.  There is no side letter or any other oral or written contract entered into as of the date hereof or contemplated to be entered into after the date hereof, to which the Rollover Shareholder or any of its affiliates is a party related to the Custodial Arrangements, other than the Financing Agreements and the Custodial Documents.

(ii)So long as no default or event of default has occurred and is continuing under the Financing Agreements or the Custodial Documents, there will be no restriction or any limitation under the Financing Agreements or the Custodial Documents on the Rollover Shareholder’s right to (a) vote any Owned Shares or (b) withdraw and transfer the Owned Shares, in each case at any time and whether in connection with the transactions contemplated by the Merger Agreement, this Agreement, the Voting Agreement or otherwise; provided, that with respect to the actions set forth under clause (b), the Rollover Shareholder furnishes alternative assets which may consist of (x) all or part of the Holdco Shares issued to the Rollover Shareholder pursuant to this Agreement and (y) proceeds received by the Rollover Shareholder in exchange for the cancellation of the Non-Rollover Shares in substitution of the Owned Shares within 10 calendar days of any withdrawal.

(e)Litigation. There is no Action pending against the Rollover Shareholder or, to the knowledge of the Rollover Shareholder, any other Person or, to the knowledge of the Rollover Shareholder, threatened against any the Rollover Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by the Rollover Shareholder of its obligations under this Agreement.

(f)Reliance. The Rollover Shareholder understands and acknowledges that Parent and the Company are entering into the Merger Agreement in reliance upon the Rollover Shareholder’s execution and delivery of this Agreement and the representations and warranties of the Rollover Shareholder contained herein.

(g)Receipt of Information. The Rollover Shareholder has been afforded the opportunity to ask such questions as he, she, or it has deemed necessary of, and to receive answers from, representatives of Parent and Holdco concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning the Holdco Shares. The Rollover Shareholder acknowledges that it has been advised to discuss with its own counsel the meaning and legal consequences of the Rollover Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby.

7.Representations and Warranties of Parent and Holdco.  Each of Parent and Holdco represents and warrants to the Rollover Shareholder that:

(a)Organization, Standing and Authority.  Each of Parent and Holdco is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and Holdco and, assuming due authorization, execution and delivery by the Rollover Shareholder, constitutes a legal, valid and binding obligation of Parent and Holdco, enforceable against Parent and Holdco in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(b)Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act and laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent or Holdco for the execution, delivery and performance of this Agreement by Parent and Holdco or the consummation by Parent and Holdco of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent and Holdco, nor the consummation by Parent or Holdco of the transactions contemplated hereby, nor compliance by Parent or Holdco with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent or Holdco, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent or Holdco pursuant to, any Contract to which Parent or Holdco is a party or by which Parent or Holdco or any of their property or asset is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Holdco or any of their properties or assets.

(c)Capitalization.  Each of Holdco and Parent was duly incorporated on October 22, 2012. At and immediately after the Closing, the authorized capital stock of Holdco shall consist of 5,000,000 ordinary shares, of which, as of the date hereof, three ordinary shares are issued and outstanding and owned of record as set forth on Schedule B hereto. At and immediately after the Closing, the authorized capital stock of Parent shall consist of 5,000,000 ordinary shares, of which one (1) share shall be issued and outstanding and owned by Holdco.  At and immediately after the Closing, except as set forth in the Management Rollover Agreement, there shall be (i) no options, warrants, or other rights to acquire shares of the capital stock of Holdco or Parent, (ii) no outstanding securities exchangeable for or convertible into shares of the capital stock of Holdco or Parent, and (iii) no outstanding rights to acquire or obligations to issue any such options, warrants, rights or securities.

(d)Valid Issuance of Shares. At Closing, the Holdco Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable ordinary shares of Holdco, free and clear of all claims, liens and encumbrances, other than restrictions arising under applicable securities laws.

8.Other Covenants and Agreements.

(a)Tax Related Matters.

(i)The Rollover Shareholder shall bear and pay, reimburse, indemnify and hold harmless Holdco, Parent, Merger Sub, the Company and any affiliate thereof (collectively, the “Indemnified Parties”) for, from and against (x) any and all liabilities for PRC Taxes imposed upon, incurred by or asserted against any of the Indemnified Parties, arising from or attributable to (A) the receipt of any Merger Consideration by the Rollover Shareholder or its affiliates pursuant to the Merger Agreement and/or (B) the receipt of Holdco Shares by the Rollover Shareholder or its affiliates pursuant to this Agreement (collectively, the “Tax Liabilities”) and (y) any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, interests, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the Tax Liabilities.  For the avoidance of doubt, the term “Tax Liabilities” shall include any and all liability for PRC Taxes suffered by any of the Indemnified Parties as a result of the payments described in clause (x) above, including without limitation, any liability for withholding Taxes.  The Rollover Shareholder shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to ensure that the Rollover Shareholder has adequate capital resources available to satisfy its indemnification obligations in accordance with this Section 8(a)(i).

(ii)At Parent’s request, the Rollover Shareholder shall provide to Parent such information as may be reasonably necessary for Parent or its direct or indirect owners to file its U.S. federal, state, local, and non-U.S. tax returns (including historic cost basis information).

(b)Shareholders Agreement.  The Rollover Shareholder and Holdco shall negotiate in good faith the terms and conditions of a shareholders agreement to be entered into by the Rollover Shareholder and Holdco, among other parties, at or immediately prior to the Closing that is substantially consistent with the terms set forth in Schedule D.

(c)Disclosures.  The Rollover Shareholder agrees that, to the extent it is required by the United States Securities and Exchange Commission, the Hong Kong Stock Exchange or another regulatory body or international stock exchange having jurisdiction over the Rollover Shareholder to make any disclosures regarding the Merger Agreement and the transactions contemplated thereby, the Rollover Shareholder shall make such disclosure only after the form and terms thereof have been notified to Holdco and Parent and Holdco and Parent have had a reasonable opportunity to comment thereon.

(d)Financing and Custodial Arrangement.

(i)The Rollover Shareholder agrees to (A) take all actions necessary, and to forbear from taking any action, as applicable, in each case to make the Rollover Shares available at all times after the date hereof to the extent necessary for purposes of this Agreement and the transactions contemplated hereunder, (B) promptly notify Parent and Holdco of any fact

or circumstance of which the Rollover Shareholder becomes aware that would reasonably be expected to make the Rollover Shares unavailable for purposes of this Agreement and the transaction contemplated hereunder, (C) withdraw and obtain a full release of the Rollover Shares from the Custodial Arrangements no later than five (5) Business Days prior to the Closing Date, and (D) take all other actions necessary to effectuate the foregoing, including (x) furnishing the Custodian with other assets acceptable to the Custodian and the Lenders in substitution for the Rollover Shares within the requisite time period, and (y) applying all of the proceeds received by the Rollover Shareholder in respect of the Non-Rollover Shares pursuant to the Merger Agreement to repayment of the bridge loan facility in respect of the Financing Agreement.

(ii)The Rollover Shareholder agrees not to (x) grant to the Lenders or the Custodian (or permit the Lenders or the Custodian to hold) (A) any interest over the Holdco Shares beneficially owned by the Rollover Shareholder which is materially different from the interest described in Schedule C, or (B) any right to direct or control the voting or Transfer of the Holdco Shares issuable to or beneficially owned by the Rollover Shareholder, except as otherwise described in Schedule C, or (y) enter into any side letter or other oral or written contract at any time the contents of which are inconsistent with the Rollover Shareholder’s agreements under clause (x).

(iii)The Rollover Shareholder further agrees to (A) take all actions necessary, and to forbear from taking any action, as applicable, after entry into the Financing Agreements and Custodial Arrangements or otherwise, in each case that would enable the Rollover Shareholder to comply in all respects with the agreements of the Rollover Shareholder Section 8(d)(ii) above, and (B) use its reasonable best efforts to take, or cause to be taken, any and all steps reasonably necessary to avoid or cure any default that may be reasonably expected to result in the Lenders or the Custodian acquiring or holding any security interest over the Holdco Shares, or any right to direct or control the voting or Transfer of any Holdco Shares issuable to or beneficially owned by the Rollover Shareholder, including curing any default and replacing the Holdco Shares with reasonably acceptable, substitute custodial assets as promptly as practicable as reasonably necessary to avoid or cure any default.The Rollover Shareholder agrees to promptly notify Parent and Holdco of any default or event of default under the Financing Agreements or the Custodial Documents and, to the knowledge of the Rollover Shareholder, any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or event of default under the Financing Agreements or the Custodial Documents.

9.Termination. This Agreement, and the agreement of the Rollover Shareholder to the cancellation of the Rollover Shares, will terminate immediately upon the valid termination of the Merger Agreement in accordance with its terms; provided, that this Section 9 and Section 11 shall survive the termination of this Agreement, and the Rollover Shareholder shall continue to be liable for breaches of this Agreement occurring prior to the termination of this Agreement.

10.Further Assurances.  Each Rollover Shareholder hereby covenants that, from time to time, such Rollover Shareholder will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, such further acts, conveyances, transfers,

assignments, powers of attorney and assurances necessary to cancel all of the Rollover Shares in accordance with the terms of this Agreement.

11.Miscellaneous.

(a)Amendments and Modification. This Agreement may not be amended, altered, supplemented or otherwise modified except upon the execution and delivery of a written agreement executed by each party hereto.  Notwithstanding the foregoing sentence, the parties acknowledge and agree that a new company to be incorporated in the Cayman Islands is expected to be the direct parent of Parent (holding 100% of the equity interests in Parent) and the direct wholly-owned subsidiary of Holdco prior to the Closing, in which case any references to Parent being a wholly-owned subsidiary of Holdco shall be modified accordingly.

(b)Waiver. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

(c)Survival of Representations and Warranties. All representations, warranties, covenants and agreements of the Rollover Shareholder, Parent and Holdco contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby indefinitely.

(d)Notices. All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given (i) upon receipt if delivered personally, or if by email or facsimile, upon confirmation of receipt by email or facsimile, (ii) one Business Day after being sent by express courier service, or (iii) three Business Days after being sent by registered or certified mail, return receipt requested. All notices hereunder shall be delivered to the addresses set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to the Rollover Shareholder, in accordance with the contact information set forth next to such Rollover Shareholder’s name on Schedule A.

If to Parent or Holdco:

Cricket Square, Hutchins Drive,

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

With a copy to:

Giovanna Investment Holdings Limited

Two Pacific Place

88 Queensway

Hong Kong

Attention:  Mr. Alex Ying / Ms. Janine Feng / Ms. Nina Gong

Email:  alex.ying@carlyle.com / janine.feng@carlyle.com / nina.gong@carlyle.com

Gio2 Holdings Ltd.

Suite 705-708 ICBC Tower

3 Garden Road

Central, Hong Kong

Attention:  Mr. Terry Hu / Mr. Eric Chen / Mr. Brian Lee

Facsimile: 852-3107-2490

Email:  terryhu@fountainvest.com / ericchen@fountainvest.com / brianlee@fountainvest.com

Power Star Holdings Limited

28/F, CITIC Tower

1 Tim Mei Avenue, Hong Kong

Attention: Mr. Eric Xin / Mr. Eric Chan / Mr. Zhen Ji / Ms. Vicki Hui

Email:  exin@citiccapital.com / echan@citiccapital.com / zhenji@citiccapital.com / vickihui@citiccapital.com

with a copy (which shall not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson

1601 Chater House
8 Connaught Road Central
Hong Kong

Attention:  Douglas Freeman

Facsimile:  +852-3760-3611
E-mail: douglas.freeman@friedfrank.com

(e)Entire Agreement. This Agreement (together with the Merger Agreement and the Voting Agreement to the extent referred to in this Agreement) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.

(f)Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, except as specifically set forth in this Agreement.

(g)Governing Law; Consent to Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to any applicable conflicts of law principles that would cause the application of the laws of any other jurisdiction.  The parties agree that any Action brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any State of New York or United States Federal court sitting in the Borough of Manhattan, the City of New York. Each of the parties submits to the jurisdiction of any such court in any Action seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such Action. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding brought in any such court has been brought in an inconvenient forum.

(h)Remedies; Specific Performance.

(i)The parties hereto agree that this Agreement shall be enforceable by all available remedies at law or in equity (including, without limitation, specific performance).  In the event any breach of this Agreement by the Rollover Shareholder (including, without limitation, any failure by the Rollover Shareholder to deliver the Rollover Shares for cancellation or to subscribe for the Holdco Shares) which causes, directly or indirectly, either a failure of any closing condition applicable to Parent and Merger Sub in the Merger Agreement or a termination right of the Company under the Merger Agreement, the Rollover Shareholder agrees to (A) indemnify and hold harmless Parent, Holdco, the Sponsors and the Sponsor Guarantors from the aggregate out-of-pocket damages (including all costs and expenses)  incurred by any of them in connection therewith, including the amount of any termination fee paid or payable by Parent to the Company under the Merger Agreement and, without duplication, all amounts paid or payable under any Limited Guarantees by the Sponsor Guarantors, provided that, neither Parent, Holdco the Sponsors nor any Sponsor Guarantor shall have the right to recover lost profits or benefit of the bargain damages from the Rollover Shareholder; and (B) reimburse all out-of pocket expenses incurred by any of them in connection with the transactions contemplated by the Merger Agreement and this Agreement, including, without limitation, the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors retained by any of them in connection therewith, together with any costs of enforcement incurred by any of them in seeking to enforce such remedy against the Rollover Shareholder.  The Rollover Shareholder further agrees to pay or reimburse Parent, Holdco, the Sponsors and/or the Sponsor Guarantors, as applicable, within ten (10) Business Days following receipt of a written notice from any of them setting forth in reasonable detail the amount of any losses, damages, liabilities or expenses incurred by any of them which are indemnifiable or reimbursable hereunder.  The parties hereto agree that the Sponsors and the Sponsor Guarantors shall be third-party beneficiaries of this Section 11(h).

(ii)The Rollover Shareholder further acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement of the Rollover Shareholder in this Agreement is not performed in accordance with its terms, and

therefore agrees that Parent and Holdco will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof.  The Rollover Shareholder agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy.  All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or Holdco shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or Holdco.

(j)Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Parent may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent, as applicable. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(k)Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(l)Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS REFERRED TO IN THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF EACH OF THE PARTIES IN NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

(m)Counterparts.  This Agreement may be executed in two or more counterparts, and by facsimile or, pdf format, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party; provided, however, that if the Rollover Shareholder fails for any reason to execute, or perform their obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

(n)No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with

this Agreement and the transactions contemplated by this Agreement.  Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

(o)Expenses.  Following the consummation of the transactions contemplated by the Merger Agreement, including the Merger, Holdco shall cause Parent or the Surviving Corporation to reimburse the Rollover Shareholder for its reasonably documented expenses incurred in connection with the subscription of Holdco Shares pursuant to this Agreement, up to an aggregate amount of US$4,000,000.

IN WITNESS WHEREOF, Parent, Holdco and the Rollover Stockholder have caused to be executed or executed this Agreement as of the date first written above.

HOLDCO:
GIOVANNA GROUP HOLDINGS LIMITED
By:	/s/ Tom Mayrhofer
Name: Tom Mayrhofer
Title: Director
PARENT:
GIOVANNA PARENT LIMITED
By:	/s/ Tom Mayrhofer
Name: Tom Mayrhofer
Title: Director

[SIGNATURE PAGE—FOSUN ROLLOVER AGREEMENT]

FOSUN INTERNATIONAL LIMITED
By:	/s/ 汪群斌
Name: Wang Qun Bin
Title: Director

[SIGNATURE PAGE—FOSUN ROLLOVER AGREEMENT]

Schedule A(1)

Rollover Shareholder	Address and Facsimile	Owned Shares	Rollover Shares	Non-Rollover Shares	Holdco Shares
Fosun International Limited	Room 808  ICBC Tower 3 Garden Road, Central, Hong Kong Attention: Mr. Andy Pan Facsimile: (852) 2509 3208 With copy (which shall not constitute notice) to: Morrison & Foerster LLP Edinburgh Tower, 33/F The Landmark, 15 Queen’s Road Central Hong Kong Attention: Greg Wang Facsimile:  852-2585-0800 E-mail: gwang@mofo.com	22,215,644 ADSs	14,545,455 ADSs	7,670,189 ADSs	174,084

(1)  For the avoidance of doubt, the numbers set forth below are as of the date hereof.

Schedule B

Shareholders	Ordinary Shares of Holdco
Giovanna Investment Holdings Limited	1
Gio2 Holdings Ltd	1
Power Star Holdings Limited	1

Schedule C

Material Terms of the Custodial Arrangements

Custodians	Commercial banks in Hong Kong
Lenders	Commercial banks in Hong Kong
Custodial Assets	Assets with market value equal to or exceeding a pre-agreed threshold (“Minimum Value”) to be placed in the custodian accounts, as may be supplemented or replaced by any other shares or instruments traded on a stock exchange, or any other assets as agreed between Rollover Shareholder and Lenders from time to time. All the Shares will be subject to the custodial arrangements. There will be two separate custodian accounts: one with Lender A to support a term facility and one with Lender B to support a bridge loan. The Rollover Shares will only be placed in custody with Lender A to support the term facility.
Initial CustodialAssets	22,215,644 American Depositary Shares, each representing five ordinary shares, par value $0.00005 per share, of Focus Media Holding Limited (the “Shares”)
Nature of Arrangement	The Custodians will have custody of the Shares. The Custodians will not have the right to foreclose, sell or dispose of the Shares or the Holdco Shares, as applicable, unless there is an event of a default under the Financing Agreements. In the event of a default, the Custodians will only take instructions from the Lenders regarding the disposition of the Shares or the Holdco Shares. However, with respect to the custodian arrangement for the term loan facility, Lender A and Custodian cannot foreclose upon the Rollover Shares or the Holdco Shares, or sell or dispose of the Rollover Shares or the Holdco Shares without first providing the Rollover Shareholder with notice and a reasonable opportunity to (i) cure any default and (ii) replace the Rollover Shares or Holdco Shares with reasonably acceptable, substitute custodial assets.
Term:	(1)  In relation to a bridge loan, the term is 6 months (may be extended for another 3-month period by the Rollover Shareholder subject to 21 business days prior notice ). (2) In relation to a term facility, the term is 7 years.
Right to Withdraw Shares:	Rollover Shareholder may withdraw the Shares in custody at any time, provided that it furnishes the relevant Custodian with other acceptable assets to be held in custody to ensure the value of Custodial Assets do not fall below the Minimum Value.

In addition, in the case of a privatization transaction involving the Shares, Rollover Shareholder may withdraw the Shares in custody, and (1) use the cash proceeds to repay the bridge loan, and (2) deposit with the relevant Custodians as Custodial Assets the securities acquired in consideration of the rolled over Shares, the valuation of such securities being determined by reference to the last closing price on the relevant exchange for those Shares being rolled over for the first year and by reference to a value calculated by the Lender’s internal valuation method or such other valuation method reasonably determined by the Lender in consultation with the Rollover Shareholder for any Shares being rolled over in subsequent years. Furthermore, in connection with a privatization transaction, with respect to the bridge loan, proceeds from the cash-out of the Shares will be required to be paid directly to a charged account of the bank. The bridge loan must be repaid with such proceeds when the going private transaction is closed, and with respect to the term facility, the Rollover Shareholder will have 10 days to deposit the Holdco shares to the custodial account.

Voting Rights

Rollover Shareholder retains all voting rights with respect to the Shares.

Schedule D

SHAREHOLDERS AGREEMENT TERM SHEET

The following sets forth certain non-binding terms that will form the basis for the good faith negotiation of definitive documentation regarding post-Acquisition shareholding arrangements in respect of Giovanna Group Holdings Limited (“Holdco”) that will indirectly acquire Focus Media Holding Limited (the “Company”) under the proposed merger agreement (the “Acquisition”).  The articles of association and memorandum of association of Holdco shall be amended (to the extent applicable) to reflect the following shareholding arrangements.

Holdco	At the closing of the Acquisition (“Closing”), it is contemplated that Holdco will own 100% of the equity interests of a newly-formed Cayman Islands company (“IntermediateCo”), which in turn will own 100% of the equity interests of Giovanna Parent Limited, which will own 100% of the equity interests in the Company, the surviving company in the merger.
Shareholders	The holders of equity interests in the Holdco (“Shareholders”) shall initially consist of: ·Jason Nanchun Jiang (“Chairman”) and his controlled affiliated entities ·Fosun International Limited (“Rollover Shareholder”) ·Gio2 Holdings Ltd (“Sponsor A”) ·Giovanna Investment Holdings Limited (“Sponsor B”) ·Power Star Holdings Limited (“Sponsor C”) ·State Success Limited (“Sponsor D”) As used herein, “Sponsors” shall refer to Sponsor A, Sponsor B, Sponsor C, and Sponsor D. At Closing: ·Chairman (and his controlled affiliated entities) will hold approximately 30.91% of the total outstanding equity interests of Holdco ·Rollover Shareholder will hold approximately 17.41% of the total outstanding equity interests of Holdco ·Sponsor B and Sponsor A will each hold approximately 19.68% and the remaining Sponsors will each hold between 2 — 10% of the total outstanding equity interests of Holdco.
Equity of Holdco	The equity interests of Holdco will consist of ordinary shares, which will vote on a one-for-one basis as a single class.
Board Composition	The board of directors of the Holdco (the “Board”) will initially consist of 7

1

members, of which: ·Chairman will serve as a director for so long as he is the Chief Executive Officer of the Company, and for so long as he serves on the Board, he shall act as the chairman of the Board; ·The then-current Chief Financial Officer of the Company shall serve as a director (provided that the Chairman may request that another individual serve as a director in lieu of the Chief Financial Officer, subject to approval by a majority of the Board); ·Sponsor A will appoint 1 director; ·Sponsor B will appoint 1 director; ·Sponsor C will appoint 1 director; ·Rollover Shareholder will appoint 1 director; and ·One director will be appointed for a 6 month term by one of Sponsor A or Sponsor B on a rotating basis (i.e., Sponsor A will initially appoint a director to serve for a 6 month term, and Sponsor B will appoint a director for the following 6 month term, and so forth). Board Vote:  Each director will have one vote and action by the Board will require approval of a majority of the directors; provided that, in addition to any requirements of applicable law, certain actions will also require stockholder approval as provided below. Board Observer:  Each Sponsor (including any Sponsor that does not have a right to designate a director to the board) will have the right to designate one non-voting board observer, subject to to-be-agreed upon ownership levels. Loss of Board Seats: Each Shareholder will lose its board seat if it has reduced its interest to less than 5% of the total outstanding equity interests of Holdco. Transfer of Appointment Rights:  The right of a Shareholder to nominate/appoint directors will be transferable to affiliated funds.

Board Approval Matters

In addition to any other matters required by law to be voted upon by the Board, the approval of the Board will be required in respect of Holdco’s ability (and any of its subsidiaries’ ability to) to take any of the following actions. Matters requiring Board approval shall be approved by a simple majority vote, except where a higher vote is indicated below: ·amendments to charter documents (2/3 vote required) ·dividends and pro-rata stock redemptions or repurchases ·non pro-rata stock redemptions or repurchases (2/3 vote required)

2

·increases to authorized share capital and issuances of existing or additional class or series of stock (other than pursuant to an IPO) (2/3 vote required, other than for new issuances reasonably intended to cure any then-current or to avoid any future default under any indebtedness of Holdco or its subsidiaries, which shall be subject to majority approval in such case)

·recapitalizations, reorganizations and similar transactions

·liquidation/bankruptcy/insolvency actions (2/3 vote required)

·merger, amalgamation, scheme of arrangement or similar business transaction; or a sale of all or substantially all of the assets

·material acquisitions or dispositions

·material joint ventures or partnerships

·material contracts

·material amendments to financing documents;

·material debt incurrence;

·annual budget and business plan and any material deviations from approved budget/plan, including annual capital expenditures

·affiliate transactions (with nominee director(s) of interested Shareholders abstaining)

·employee incentive plans

·hiring/firing/amending compensation of key executives

·engagement or change of auditors

·initiation or settlement of material litigation, investigations or disputes involving an aggregate amount in dispute of at least RMB100,000

·IPO-related matters (whether in respect of the Company or other entities within the Holdco group structure)

·material change to the nature of the business, including entry into new, or exit from, business lines; and

·other matters the Board determines from time to time.

Subject to the shareholder approval requirements set forth below, in the event an action is approved by the Board, Holdco and each Shareholder shall take any and all necessary actions to effect such action.

3

Board Committees	The Board will have an executive committee, an audit committee and a compensation and nomination committee. As further detailed below, the committees will be delegated primary responsibility for advising and assisting the Board in overseeing the matters within their respective areas of oversight, and recommending such matters for approval by the Board.  Matters set forth under “Board Approval Matters” must be presented to and ultimately voted upon by the Board. Except as noted under “Compensation and Nomination Committee”, actions and recommendations by a committee will require the majority vote of such committee’s members (one vote per member).
Executive Committee	The executive committee will be responsible for advising and assisting the Board in overseeing Company’s operating performance and key strategic matters, including mergers, acquisitions, divestitures, financing, IPO-related matters as well as matters relating to regulatory investigations. The executive committee will have 5 members, consisting of the Chairman and one nominee from each ofSponsor A, Sponsor B, Sponsor C and Rollover Shareholder.
Audit Committee	The audit committee will be responsible for overseeing the integrity of the Company’s financial statements and financial reporting process, including financial statements audit, as well as the Company’s compliance with legal and regulatory requirements.  This responsibility includes, among other things, overseeing the engagement of auditors (and the terms of their engagement) and the approval of related party transactions. The audit committee will have 3 members, consisting of one nominee from each of Sponsor A, Sponsor B, and Sponsor C.
Compensation and Nomination Committee	The compensation and nomination committee will have overall responsibility for evaluating and approving employee compensation plans and agreements, policies and programs of the Company, as well as recommending the hiring and termination of key officers. The compensation and nomination committee will also be responsible for the appointment of the roles of President/COO, Chief Risk/Compliance Officer (which roles may be served by more than one person) who shall oversee and be responsible for the operations of the Company, including without limitation, finance, legal, IT, compliance, internal audit and other operations.  The committee will also be responsible for overseeing other appointments that may be required in respect of each of these functions. A recommendation to the Board to hire any C-level officer of the Company (i.e., Chief-level positions) shall require a two-third majority vote of the committee members, provided, however, that if the committee members are unable to agree upon a recommendation of the candidate(s) for the Chief Risk/Compliance Offer role(s) within 12 months after the Closing, then such recommendation to the Board shall only require a majority vote of the committee members.

4

	The compensation and nomination committee will have 5 members, consisting of the Chairman and one nominee from each of Sponsor A, Sponsor B, Sponsor C and Rollover Shareholder.
Company CEO	Chairman will serve as the Chief Executive Officer of the Company, and will not be terminated by the Board other than for Cause. “Cause” shall mean: ·the subject person has committed (as determined by a governmental or regulatory authority or in accordance with an independent third party customary dispute resolution mechanism to be agreed) any act or omission constituting or resulting in any of the following: fraud, embezzlement, recklessness, gross negligence or willful misconduct in connection with such person’s duties as an employee or director of Holdco or any of its affiliates that causes harm to Holdco or any of its affiliates; ·a charge, indictment or other notice from any governmental authority alleging conduct that constitutes a felony or a plea of nolo contendere to a felony; or ·in connection with any governmental or regulatory investigation or proceeding alleging bad faith conduct of the subject person with respect to the Company or its shareholders, “Cause” shall be deemed to exist if such investigation or proceeding or the conduct underlying such allegation would reasonably be expected to cause such person to be unsuitable to serve as a director or an officer of a public company listed on any one internationally recognized stock exchange under applicable rules and regulations thereof. For purposes of this definition, “affiliates” refers to controlled affiliates of Holdco and for the avoidance of doubt, not to the Sponsors or Rollover Shareholder.
Shareholder Approval Matters	In addition to any other matters required by law to be voted upon by the Shareholders, Shareholder approval will be required (on the basis set out below) in respect of the Holdco’s ability (and any of its subsidiaries’ ability) to take any of the following actions. Matters requiring shareholder approval shall be approved by Shareholders holding at least a majority of the outstanding shares (>50%), except where noted. a)increasing/decreasing the size of the Board (or creating any new committees) b)amendments to charter documents

5

c)dividends and stock redemptions or repurchases d)increases to authorized share capital e)issuances of existing or additional class or series of stock, other than in connection with an IPO  (approval by at least 66.7% or more of the outstanding shares required, other than for new issuances reasonably intended to cure any then-current or to avoid any future default under any indebtedness of Holdco or its subsidiaries, which shall be subject to majority shareholder approval in such case) f)recapitalizations, reorganizations and similar transactions (approval by at least 66.7%  or more of the outstanding shares in connection with a recapitalization in which there is a reduction of share capital, otherwise majority shareholder approval shall apply in all other cases) g)liquidation/bankruptcy/insolvency actions (approval by at least 66.7% or more of the outstanding shares) h)merger, amalgamation, scheme of arrangement or similar business combination transaction; or sale of all or substantially all of its assets (approval by at least 60%  or more of the outstanding shares, other than pursuant to and in accordance with the Drag-Along) i)termination of Jason Nanchun Jiang as CEO of the Company without Cause (approval by at least 60% or more of the outstanding shares)

Shareholder Approval Matters — Certain Voting Restrictions

1.In the event that the Chairman and the Rollover Shareholder (a)(i) veto any Shareholder Approval Matter that requires approval by at least 60% or more of the outstanding shares, or (ii) vote together in favor or against any Shareholder Approval Matter and the remaining Shareholders all vote in an opposite manner , and  (b) such matter concerns mergers, amalgamations, business combinations, strategic alliances, marketing practices, pricing or procurement policies,  or other matters which are provided by law or deemed by the competition authorities as affecting competition  and consumer interests (including without limitation item (i) in the list of Shareholder Approval Matters set forth above), the combined vote of the shares held by the Chairman and the Rollover Shareholder that are in excess of 39.9% of the total outstanding shares of Holdco  shall be deemed to have abstained from voting on such particular matter. 2.For the avoidance of doubt, for all other Shareholder Approval Matters that are listed in a) through g) above, if the implementation of such matters does not affect competition, the Chairman and Rollover Shareholder may independently exercise the voting rights attached to their shares. 3.Chairman and the Rollover Shareholder covenant and agree not to act collusively with respect to their votes on any Shareholder Approval Matter. 4.For the avoidance of doubt, to the extent Chairman or Rollover Shareholder transfer their equity interests in Holdco to Independent Third Parties in accordance with the Shareholders Agreement, the voting limitations

6

	described in item 1 above do not apply to such transferred equity interests.
Shareholder Approval Matters — Cayman Law Threshold	In the event that Cayman Islands law may require any of the Shareholder Approval Matters above to be approved by a higher threshold (“Cayman Law Threshold”) than the requisite minimum threshold noted under Shareholder Approval Matters above (the “Agreed Threshold”), the Shareholders agree that once the Agreed Threshold has been obtained in respect of such matter, all Shareholders will agree to vote their shares in favor of (and raise no objection to) such matter such that the Cayman Law Threshold shall be satisfied.  The Shareholders shall be entitled to specific performance/injunctive relief in respect of this provision.
Preemptive Rights	Each Shareholder will have preemptive rights (pro rata based on percentage ownership) with respect to new equity issuances by Holdco, subject to customary exceptions (such as under stock option plans, in acquisitions, etc.).  Failure to exercise preemptive rights will result in dilution to non-exercising Shareholders.
Transfer Restrictions	1.For the first 18 months following the Closing, no equity interest in Holdco shall be transferable (directly or indirectly) by any Shareholder, other than pursuant to the Drag-Along provision described below. 2.Subject to the above, prior to IPO, the equity interests in the Holdco will not be transferable (directly or indirectly) except pursuant to the Right of First Offer, Tag-Along and Drag-Along provisions described below. 3.The following transfers are exempt from the restrictions under 1 and 2 above: a.Customary Permitted Transfers: customary permitted transfers to affiliated entities in the case of the Sponsors and the Rollover Shareholder or for estate planning purposes in the case of the Chairman and his controlled affiliated entities.  For the avoidance of doubt, “Customary Permitted Transfer” shall not include any direct or indirect transfers by the Chairman and his controlled affiliated entities of any equity interests in Holdco, including any direct or indirect transfer of any voting rights, or the economic benefits or risks of ownership of such equity interests. b.Permitted Rollover Shareholder Transfers: any transfer of equity interests in Holdco by the Rollover Shareholder in which the transferee executes and delivers a counterpart to the Shareholder Agreement and an irrevocable proxy appointing Rollover Shareholder as their proxy-holder and attorney in fact with respect to all voting and director appointment rights in respect of such shares. c.Permitted Chairman Transfers:  Chairman shall be permitted to transfer up to an aggregate of US$96.82 million in fair value of the equity interests of Holdco (determined at the time of each such transfer and taking into account all prior transfers) to one or more Independent Third Parties, provided that each transferee shall be

7

	required to execute and deliver a counterpart to the Shareholder Agreement.  For purposes hereof, “Independent Third Party” shall mean a bona fide third party independent from the Chairman, the Rollover Shareholder, Sponsor A and Sponsor B, as the case may be, and shall not include any then director or senior management personnel of the Company (including any current director or senior management personnel of the Company as of the date of the Merger Agreement) and affiliates of such directors or senior management personnel. 4.Notwithstanding the foregoing, no Shareholder shall make any individual transfers (directly or indirectly) to any competitor of the business (as specified in the “Black List” referenced in the Facilities Agreement).
Right of First Offer	If any Shareholder proposes to sell its equity interests in Holdco, each other Shareholder will have a right of first offer to purchase such equity interests proposed to be sold (on a pro rata basis based on percentage ownership, to the extent applicable).
Tag-Along	Each Shareholder will have tag-along rights (on a pro rata basis based on percentage ownership) on transfers by each other Shareholder.
Drag-Along	Notwithstanding the Right of First Offer/Tag-Along above, if Shareholders holding in the aggregate greater than 50% of the outstanding equity interests in Holdco  (“Requisite Shareholders”) propose to enter into a transaction that would result in (x) the transfer of greater than 50% of the outstanding equity interests in Holdco, or (y) the sale of substantially all of the business of Holdco and its subsidiaries, taken as a whole, whether structured as a sale of equity or assets, merger, consolidation, scheme of arrangement or similar business combination transaction in respect of Holdco or its subsidiaries (a “Sale of Holdco”), such Requisite Shareholders can drag-along all other Shareholders (the “Drag Along Right”), subject to the following restrictions during the first five years following the Closing as set forth below: (i)  during the first three years following the Closing, the Drag Along Right may only be exercised by the Requisite Shareholders if the equity valuation in respect of the Sale of Holdco is no less than the equity valuation of Holdco at the time of the closing of the Acquisition. (ii) during the fourth and fifth years following the Closing, the Drag Along Right may only be exercised by Shareholders holding in the aggregate 2/3 or more of the outstanding shares of Holdco. The Drag Along Right shall include customary covenants to vote in favor, participate in, and raise no objection (including waiver of all appraisal rights) in connection with the Sale of Holdco, and to take all necessary or desirable actions as requested by the Requisite Shareholders.  The Drag Along Right will be subject to customary requirements, including without limitation, requirements that the dragged party would sell in the same proportion, and on the same financial terms and conditions applicable to the dragging party.

8

Post-IPO Transfers	In the event of an IPO of the Company (or other entity within the Holdco group structure, as applicable), the Shareholders will coordinate and cooperate with each other in all post-IPO sell-down activities in respect of the shares at the time of IPO of the applicable IPO entity.  Subject to restrictions in the financing documents and lock-ups in connection with an IPO, all  post-IPO sales shall be made by the Shareholders jointly on a pro-rata basis (to the extent of Shareholders then not subject to any applicable lock-up) until each Shareholder’s equity interest in Holdco is reduced to an amount equal to 30% of the equity interest held by such Shareholder at the time of the IPO (as determined on a look-through basis in the event of an IPO of the Company or other entity within the Holdco group structure), following which all Shareholders are then free to sell separately.  The timing, price and amount of the post-IPO shares to be sold shall be determined by Shareholders holding a majority of the then outstanding shares, which determination shall then be binding on the rest of the Shareholders.
Pre-IPO Distributions	If an IPO of the Company (or other entity within the Holdco group structure, as applicable), has not occurred by the fourth anniversary of the Closing, Holdco shall, and the Shareholders shall cause Holdco to, subject to restrictions in the financing documents, available cash, the ongoing capital requirements of the Holdco group and applicable law, distribute at least 75% of the net profits of the Holdco group to the Shareholders.
Registration Rights	If the Company (or other entity within the Holdco group structure, as applicable) applies for the listing of its shares on a securities exchange on which registration rights are applicable, the Company (or such other entity, as applicable) shall enter into a registration rights agreement pursuant to which the Shareholders (directly or indirectly, as applicable) shall have demand (following an IPO), shelf and piggyback registration rights customary for an agreement of this type and on terms satisfactory to the Shareholders.
Chairman Non-Compete	Chairman shall agree that during his term as a director of Holdco and for a period of 5 years thereafter, he shall not, directly or indirectly, own, operate or participate in any competing business. The 5-year term shall be reduced to 3 years if Chairman is removed from office without Cause.  Nothing in the foregoing shall restrict Chairman from holding and making passive investments in the equity interests of any entity (including serving as a non-executive independent director in connection with such investments) provided that such interest does not exceed 10 % of the outstanding equity interests in such entity and Chairman has no effective control of management or policies of such entity.
Amendment to Shareholders Agreement	A majority shareholder vote/consent will be required for any amendment, modification, extension, termination or waiver of any provision of the Shareholders Agreement (or a higher vote/consent threshold if the applicable provision speaks to a higher vote/consent threshold, including Board Approval Matters and Shareholder Approval Matters); provided, that the consent of an individual Shareholder will be required if any such amendment or modification discriminates against such Shareholder in a disproportionately adverse manner; provided further, that amendments that alter the Shareholder-specific protection rights of an individual Shareholder (e.g., director or board committee seats, information rights, Permitted Rollover Shareholder Transfer and Permitted

9

	Chairman Transfer rights) will require the consent of such Shareholder.
Information Rights	Each Shareholder (subject to certain to-be-agreed minimum ownership levels) will be provided with information and access rights that are customary for transactions of this type, including, without limitation, monthly financial reports and covenant calculations.
No Other Arrangements	Each Shareholder shall make a representation that, other than the arrangements contemplated in the Shareholders Agreement, (i) there is no shareholders agreement, voting trust or other agreement to which such Shareholder is a party to act in a concerted manner in respect of voting the equity interests of Holdco, (ii) it has no present intention of transferring its Holdco shares to another Shareholder and no agreement with another Shareholder in respect of the transfer of such shares, (iii) it has no present intention (x) not to implement the corporate governance arrangements contemplated in the Shareholders Agreement, or (y) to implement corporate governance arrangements that are different from those contemplated in the Shareholders Agreement, that, in each case, may result in any Shareholder having more voting powers than those described in the Shareholders Agreement, and (iv) it has no present intention of amending or waiving the Shareholders Agreement in order to enter into any of the foregoing (and has no agreement with any other Shareholder to the do the same).
Governing Law and Dispute Resolution	New York. Any disputes under the Shareholders Agreement shall be resolved by arbitration pursuant to the rules of the Hong Kong International Arbitration Centre.

10

EX-99.12

Exhibit 99.12

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is entered into as of December 19, 2012 by and among Giovanna Parent Limited, a Cayman Islands exempted company (“Parent”), and the shareholders of Focus Media Holding Limited, a Cayman Islands exempted company (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

WHEREAS, Parent, Giovanna Acquisition Limited, a Cayman Islands exempted company and wholly-owned subsidiary of Parent (“Merger Sub”) and the Company have, concurrently with the execution of this Agreement, entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified, the “Merger Agreement”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, the Shareholders and Parent are executing this agreement concurrently with the execution of the Merger Agreement;

WHEREAS, as of the date hereof, each Shareholder is thebeneficial owner (as defined under Rule 13d-3 of the Exchange Act) of (i) certain Shares (including Shares represented by American Depositary Shares, each representing five Shares), (ii) certain Company RSUs, and (iii) certain Company Options to acquire Shares as set forth opposite such Shareholder’s name on Schedule A hereto (such Shares, Company RSUs and Company Options, together with any other Shares acquired (whether beneficially or of record) by the Shareholder after the date hereof and prior to the earlier of the Effective Time and the termination of all of the Shareholder’s obligations under this Agreement, including any Shares acquired by means of purchase, dividend or distribution, or issued upon the exercise of any Company Options or warrants or the conversion of any convertible securities or otherwise, being collectively referred to herein as the “Securities”);

WHEREAS, pursuant to that certain Chairman Rollover Agreement, Management Rollover Agreement and Fosun Rollover Agreement, dated as of the date hereof, by and among Giovanna Group Holdings Limited (a Cayman Islands exempted company and the sole member of Parent) (“Holdco”), Parent and the Shareholders (collectively, the “Rollover Agreements”), the Shareholders have agreed, as applicable, to cancel certain of their Securities in the Merger and subscribe for ordinary shares or restricted shares, as the case may be, of Holdco at or immediately prior to the Closing in accordance with the terms and conditions of such agreements to which each is a party;

WHEREAS, receipt of the Requisite Company Vote is a condition to the consummation of the Merger; and

1

WHEREAS, as a condition to the willingness of Parent to enter into the Merger Agreement and as an inducement and in consideration therefor, each Shareholder has agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

VOTING; GRANT AND APPOINTMENT OF PROXY

Section 1.1    Voting.    From and after the date hereof until the earlier of (a) the Effective Time and (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the “Expiration Time”), each Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, or in connection with any written resolution of the Company’s shareholders, such Shareholder shall (i) appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written resolution, if applicable) all of such Shareholder’s Securities, without regard to any Change in Company Recommendation,

        (A)  for approval of the Merger Agreement and the transactions contemplated by the Merger Agreement,

        (B)  against any Competing Transaction, without regard to the terms of such Competing Transaction, or any other transaction, proposal, agreement or action made in opposition to approval of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement,

        (C)  against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Shareholder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (iii) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum or articles of association,

2

except if approved in writing by Parent; (v) any other action that would require the consent of Parent pursuant to Section 5.1 of the Merger Agreement, except if approved in writing by Parent; or (vi) any other material change in the Company’s corporate structure or business, except if approved in writing by Parent,

        (D)  against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Shareholder contained in this Agreement,

        (E)  in favor of any adjournment or postponement of the Shareholders’ Meeting as may be requested by Parent, and

        (F)  in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement or otherwise reasonably requested by Parent in order to consummate the transactions contemplated by the Merger Agreement.

Section 1.2    Grant of Irrevocable Proxy; Appointment of Proxy.

(a)Each Shareholder hereby irrevocably appoints Parent and any designee thereof as its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) the Securities in accordance with Section 1.1 at any annual or special meeting of the Shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder prior to the execution of this Agreement in respect of the voting of such Shareholder’s Securities, if any, are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities.  Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

(b)Each Shareholder affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above as instructed by Parent in writing prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

Section 1.3    Restrictions on Transfers.    Except as provided for in the Rollover Agreements or pursuant to the Merger Agreement, each Shareholder hereby agrees that, from the date hereof until the Expiration Time, such Shareholder shall not, directly or indirectly, (a) sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge,

3

grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of any Securities, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Securities and (x) has, or would reasonably be expected to have, the effect of reducing or limiting such Shareholder’s economic interest in such Securities and/or (y) grants a third party the right to vote or direct the voting of such Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, (d) knowingly take any action that would make any representation or warranty of such Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Shareholder from performing any of his, her, or its obligations under this Agreement, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b) (c) or (d).  Notwithstanding the foregoing, Fosun International Limited (“Fosun”), one of the Shareholders hereunder, may enter into certain Custodial Arrangements (as such term is defined in the Fosun Rollover Agreement) with respect to its Securities, in accordance with the terms and conditions under the Fosun Rollover Agreement.

ARTICLE II

NO SOLICITATION

Section 2.1    Restricted Activities.    Prior to the Expiration Time, each Shareholder in its capacity as a shareholder of the Company shall not, and shall cause its officers, directors, employees, agents, advisors and other representatives (in each case, acting in their capacity as such to such Shareholder, in its capacity as a shareholder (the “Shareholder’s Representatives”)) not to, directly or indirectly: (i) initiate, solicit, propose, encourage or knowingly facilitate (including by providing information) any inquiries, proposals or offers with respect to, or the making or completion of, a Competing Transaction or offer that would reasonably be expected to lead to a Competing Transaction, (ii) engage, continue or participate in any negotiations concerning, or provide or cause to be provided any non-public information or data relating to the Company or any Subsidiary in connection with, or have any discussions (other than to state that they are not permitted to have discussions) with any Person relating to, an actual or proposed Competing Transaction or offer that would reasonably be expected to lead to a Competing Transaction, or otherwise knowingly facilitate any effort or attempt to make or implement a Competing Transaction or offer that would reasonably be expected to lead to a Competing Transaction, (iii) to the extent not required by applicable law, grant any waiver, amendment or release under any standstill or confidentiality agreement or Takeover Statutes, or otherwise knowingly facilitate any effort or attempt by any person to make a Competing Transaction, (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition

4

agreement, option agreement or other similar agreement relating to any Competing Transaction or offer that would reasonably be expected to lead to a Competing Transaction, or (v) resolve or propose or agree to do any of the foregoing.

Section 2.2    Notification.    Each Shareholder, in its capacity as a shareholder of the Company, shall and shall cause such Shareholder’s Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may have been conducted heretofore with respect to a Competing Transaction.  From and after the date hereof until the Expiration Time, each Shareholder shall promptly advise Parent in writing of (x) any Competing Transaction, (y) any request it receives in its capacity as a shareholder of the Company for non-public information relating to the Company or any Subsidiary, and (z) any inquiry or request for discussion or negotiation it receives in its capacity as a shareholder of the Company regarding a Competing Transaction, including in each case the identity of the person making any such Competing Transaction or indication or inquiry and the terms of any such Competing Transaction or indication or inquiry (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements).  Each Shareholder, in its capacity as a shareholder of the Company, shall keep Parent reasonably informed on a reasonably current basis of the status and terms (including any material changes to the terms thereof) of any such Competing Transaction or indication or inquiry (including, if applicable, any revised copies of written requests, proposals and offers) and the status of any such discussions or negotiations to the extent known by such Shareholder. This Section 2.2 shall not apply to any Competing Transaction received by the Company. Each Shareholder’s receipt, in its capacity as a shareholder of the Company, of any Competing Transaction shall not relieve such Shareholder from any of its obligations hereunder.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE SHAREHOLDERS

Section 3.1    Representations and Warranties.    Each Shareholder represents and warrants to Parent as follows: (a) such Shareholder has full legal right, power, capacity and authority to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (c) assuming this Agreement constitutes the valid and binding agreement of Parent, this Agreement constitutes the valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, (d) the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or agreement binding upon such Shareholder or such Shareholder’s Securities, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except for filings with the Securities and Exchange

5

Commission by such Shareholder, (e) except for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various states of the United States, such Shareholder owns, beneficially and of record, or controls all of its Securities, and all of such Securities are free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement, the Rollover Agreements, and in the case of Fosun, the Custodial Arrangements to the extent provided under, and in accordance, with the Fosun Rollover Agreement), and has sole or shared (together with affiliates controlled by such Shareholder) voting power and power of disposition with respect to such Securities, with no restrictions on such Shareholder’s rights of voting or disposition pertaining thereto (other than, in the case of Fosun, the Custodial Arrangements to the extent provided under, and in accordance, with the Fosun Rollover Agreement), and no person other than such Shareholder has any right to direct or approve the voting or disposition of any of such Shareholder’s Securities, and (f) such Shareholder has not Transferred any Securities pursuant to any Derivative Transaction.  Each Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

Section 3.2    Covenants.    Each Shareholder hereby:

        (a)   agrees, prior to the Expiration Time, not to take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Shareholder of its obligations under this Agreement;

        (b)   irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Shareholder may have with respect to such Shareholder’s Securities (including without limitation any rights under Section 238 of the CICL) prior to the Expiration Time;

        (c)   agrees to promptly notify Parent of the number of any new Securities acquired by the Shareholder after the date hereof and prior to the Expiration Time;

        (d)   agrees to permit the Company to publish and disclose in the Proxy Statement, such Shareholder’s identity and ownership of Shares or other equity securities of the Company and the nature of such Shareholder’s commitments, arrangements and understandings under this Agreement and the Rollover Agreements; and

        (e)   agrees that, upon request of Parent, such Shareholder shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably be deemed by Parent to be necessary or desirable to carry out the provisions of this Agreement.

6

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT

Section 4.1    Representations and Warranties of Parent.    Parent hereby represents and warrants to each Shareholder as follows: (a) this Agreement has been duly and validly authorized by Parent’s board of directors, (b) this Agreement has been duly executed and delivered by a duly authorized officer or other representative of Parent, and (c) assuming this Agreement constitutes a valid and binding agreement of Shareholders, this Agreement constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, and (d) the execution and delivery of this Agreement by Parent does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or agreement binding upon Parent, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except for filings with the Securities and Exchange Commission.

ARTICLE V

TERMINATION

Section 5.1    Termination.  This Agreement shall terminate and be of no further force or effect upon the earlier to occur of (a) the Closing and (b) the date of termination of the Merger Agreement in accordance with its terms.  Notwithstanding the preceding sentence, this Article V and Article VI shall survive any termination of this Agreement.  Nothing in this Article V shall relieve or otherwise limit any party’s liability for any breach of this Agreement prior to termination or any willful breach of this Agreement.

ARTICLE VI

MISCELLANEOUS

Section 6.1    Notices.    All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given (i) upon receipt if delivered personally, or if by email or facsimile, upon confirmation of receipt by email or facsimile, (ii) one Business Day after being sent by express courier service, or (iii) three Business Days after being sent by registered or certified mail, return receipt requested. All notices hereunder shall be delivered to the address set forth on the signature pages hereto under each party’s name, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

Section 6.2    Severability.    Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only as broad as is enforceable.

Section 6.3    Entire Agreement.   This Agreement, the Merger Agreement, the Rollover Agreements and, in the case of the Chairman Parties, the Consortium Agreement dated August 12, 2012 by and among the Chairman Parties and the other parties thereto, embody the complete

7

agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Section 6.4    Specific Performance.    Each Shareholder acknowledges that monetary damages would not be an adequate remedy in the event that any covenant or agreement in this Agreement is not performed in accordance with its terms, and it is therefore agreed that, in addition to and without limiting any other remedy or right it may have, Parent will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Each Shareholder agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent shall not preclude the simultaneous or later exercise of any other such right, power or remedy by it.

Section 6.5    Amendments; Waivers.    At any time prior to the Expiration Time, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Shareholders and Parent, or in the case of a waiver, by the party against whom the waiver is to be effective.  Notwithstanding the foregoing, (i) no failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder, and (ii) the parties acknowledge and agree that a new company to be incorporated in the Cayman Islands is expected to be the direct parent of Parent (holding 100% of the equity interests in Parent) and the direct wholly-owned subsidiary of Holdco prior to the Closing, in which case any references to Parent being a wholly-owned subsidiary of Holdco shall be modified accordingly.

Section 6.6    Governing Law.    This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to any applicable conflicts of law principles that would cause the application of the laws of any other jurisdiction.

Section 6.7    Jurisdiction; Enforcement.    The parties agree that any Action brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any State of New York or United States Federal court sitting in the Borough of Manhattan, the City of New York. Each of the parties submits to the jurisdiction of any such court in any Action seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such Action. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding brought in any such court has been brought in an inconvenient forum.

8

Section 6.8    WAIVER OF JURY TRIAL.    EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS REFERRED TO IN THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF EACH OF THE PARTIES IN NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

Section 6.9    No Third Party Beneficiaries.    There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, obligations or liabilities.

Section 6.10    Assignment; Binding Effect.    Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Parent may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and, in the case of each Shareholder that is an individual, his or her estate, heirs, beneficiaries, personal representatives and executors.

Section 6.11    No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

Section 6.12    Counterparts.    This Agreement may be executed in two or more consecutive counterparts (including by facsimile or email pdf format), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, email pdf format or otherwise) to the other parties.

[Signature Pages to follow]

9

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

PARENT
GIOVANNA PARENT LIMITED
By:	/s/ Tom Mayrhofer
Name: Tom Mayrhofer
Title: Director

[SIGNATURE PAGE - VOTING AGREEMENT]

SHAREHOLDERS
JASON NANCHUN JIANG
/s/ 江南春
JJ MEDIA INVESTMENT HOLDING LIMITED
By:	/s/ 江南春
Name: Jason Nanchun Jiang
Title:
TARGET SALES INTERNATIONAL LIMITED
By:	/s/ 江南春
Name: Jason Nanchun Jiang
Title:
TOP NOTCH INVESTMENTS HOLDINGS LTD
By:	/s/ 江南春
Name: Jason Nanchun Jiang
Title:
TARGET MANAGEMENT GROUP LIMITED
By:	/s/ 江南春
Name: Jason Nanchun Jiang
Title:

[SIGNATURE PAGE - VOTING AGREEMENT]

FOSUN INTERNATIONAL LIMITED
By:	/s/ 汪群斌
Name: Wang Qun Bin
Title: Director

[SIGNATURE PAGE - VOTING AGREEMENT]

KIT LEONG LOW (刘杰良)

/s/ 刘杰良

[SIGNATURE PAGE - VOTING AGREEMENT]

TU YAFANG (涂雅芳)

/s/ 涂雅芳

[SIGNATURE PAGE - VOTING AGREEMENT]

TAO CHENJUN (陶晨军)

/s/ 陶晨军

[SIGNATURE PAGE - VOTING AGREEMENT]

DU XIAOMIN (杜晓敏)

/s/ 杜晓敏

[SIGNATURE PAGE - VOTING AGREEMENT]

LONG JUN (隆军)

/s/ 隆军

[SIGNATURE PAGE - VOTING AGREEMENT]

QIAN QIAN (钱倩)

/s/ 钱倩

[SIGNATURE PAGE - VOTING AGREEMENT]

NI WEI (倪伟) / WU XINGHUI (吴兴辉)

/s/ 倪伟吴兴辉

[SIGNATURE PAGE - VOTING AGREEMENT]

DENG GANCONG ( 邓淦聪)

/s/ 邓淦聪

[SIGNATURE PAGE - VOTING AGREEMENT]

LUO LAN (骆兰)

/s/ 骆兰

[SIGNATURE PAGE - VOTING AGREEMENT]

CHEN YAN (陈岩)

/s/ 陈岩

[SIGNATURE PAGE - VOTING AGREEMENT]

WANG YUCHUN (王玉春)

/s/ 王玉春

[SIGNATURE PAGE - VOTING AGREEMENT]

SCHEDULE A(1)

Shareholder	Share	Company RSU for ADS	Company Option for ADS
Mr. Jiang Nanchun	Nil	Nil	Nil
JJ Media Investment Holding Limited	118,392,525	Nil	Nil
Target Sales International Limited	2,483,905	Nil	616,000 granted on 11/2/2005 (exercise price $13.495/ADS) 100,220 granted on 11/17/2006, (exercise price $28.620 per ADS)
Top Notch Investments Holdings Ltd	500,000	Nil	Nil
Target Management Group Limited	Nil	2,690,001	100,000 granted on 11/17/2006 (exercise price $28.620 per ADS)
Fosun International Limited	111,078,220	Nil	Nil
Frame Up Limited (Kit Leong Low刘杰良)	1,116,665	146,667	Nil
Carmen Group Holdings Ltd (Tu Yafang涂雅芳)	364,170	39,000	Nil
Cute Focus Company Limited (Tao Chenjun陶晨军)	221,670	22,000	Nil
Multimedia Park (HuaMin) Real Estate Limited (Du Xiaomin杜晓敏)	265,000	19,334	Nil

(1)  For the avoidance of doubt, the numbers set forth below are as of the date hereof.

[SCHEDULE A TO VOTING AGREEMENT]

The First Shanghai Holdings Limited (Long Jun隆军)	111,670	11,334	Nil
Shanghai Business Consulting Limited (Qian Qian钱倩)	225,000	10,000	Nil
Ni Wei倪伟 (Wu Xinghui吴兴辉 )	83,335	6,667	Nil
Deng Gancong邓淦聪	160,000	4,000	Nil
Luo Lan骆兰	112,500	5,000	Nil
Yao Bright Consultancy Co Ltd (Chen Yan陈岩)	179,995	21,334	Nil
Wang Yuchun王玉春	291,665	16,667	Nil

[SCHEDULE A TO VOTING AGREEMENT]