e20vfza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4
to

FORM 20-F

(Mark One)


o		Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934


þ		Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2009.


o		Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________to __________


o		Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Commission file number 000-51387

Focus Media Holding Limited

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands
(Jurisdiction of Incorporation or Organization)

Unit No.1, 20th Floor, The Centrium
60 Wyndham Street, Central, Hong Kong
(Address of Principal Executive Offices)

Contact Person: Mr. Kit Leong Low
Chief Financial Officer
Phone: +852 3752-8009
Facsimile: +852-3583-0082
Address: Unit No.1, 20th Floor, The Centrium
60 Wyndham Street, Central, Hong Kong
*(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of Each Class		Name of Each Exchange on Which Registered
Ordinary Shares, par value US$0.00005 per share		Nasdaq Global Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

725,278,005 Ordinary Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No þ

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o No þ

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registration was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP þ

International Financial Reporting Standards as issued by the International Accounting Standards Board o

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o Item 18 þ

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o No o

SUPPLEMENTAL INFORMATION

In this annual report, unless otherwise indicated:

the terms “we,” “us,” “our company,” “our” and “Focus Media” refer to Focus Media Holding Limited, its predecessor entities and subsidiaries, and, in the context of describing our operations, also include our affiliated Chinese entities;

“shares” and “ordinary shares” refer to our ordinary shares, par value $0.00005, “ADSs” refers to our American depositary shares, each of which represents five ordinary shares, and “ADRs” refers to the American depositary receipts which evidence our ADSs;

“China” and “PRC” refer to the People’s Republic of China, excluding Taiwan, Hong Kong and Macau;

all references to “RMB” are to the legal currency of China and all references to “U.S. dollars,” “US$,” “dollars” and “$” are to the legal currency of the United States. Any discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding;

“Framedia” refers to Infoachieve Limited and its consolidated subsidiaries and affiliates, which we acquired in January 2006;

“Target Media” refers to Target Media Holdings Limited and its consolidated subsidiaries and affiliates, which we acquired in February 2006;

“Focus Media Wireless” refers to Dotad Media Holdings Limited, and its consolidated subsidiary and affiliate, which we acquired in March 2006 and renamed Focus Media Wireless. We terminated our mobile handset advertising business, including Focus Media Wireless, in December 2008;

“Allyes” refers to Allyes Information Technology Company Limited, and its consolidated subsidiaries and affiliates, which we acquired in March 2007 and subsequently disposed of in 2010;

“CGEN” refers to CGEN Digital Media Company Limited, and its consolidated subsidiaries and affiliates , which we acquired in January 2008 and disposed of in December 2008; and

This annual report on Form 20-F includes our audited consolidated financial statements for the years ended December 31, 2007, 2008 and 2009, and as of December 31, 2008 and 2009.

BASIS OF PRESENTATION

On September 30, 2009, we announced that we and SINA Corporation (“SINA”) jointly reached a decision to not extend the deadline of the agreement announced on December 22, 2008, by which the Company agreed to sell a substantial majority of the assets of Focus Media’s advertising networks including LCD display networks, in-store networks and poster frames networks. Accordingly, we continue to own and operate the assets that were the subject of the original purchase and sale agreement and account for those operations in our continuing operations in accordance with U.S. GAAP in our audited financial statements for all periods presented.

As a result of regulatory and market changes in 2008, we disposed of the mobile handset advertising service segment. The results of operations for the segment have been presented as discontinued operations for all periods presented. On December 9, 2008, we announced the disposal of our CGEN in-store advertising network. CGEN has been recorded within our continuing operations as we have retained continuing involvement by retaining assets from CGEN for future similar use. We also began to negotiate leases with the existing location providers of CGEN in order to conduct similar advertising business after the disposal transaction.

In addition, as previously announced, in the third quarter of 2009, we reduced our equity interests in certain underperforming subsidiaries in our Internet segment and subsequently completely disposed of our interest in those subsidiaries in the fourth quarter of 2009. The results of operations of these subsidiaries have been accounted for as discontinued operations in accordance with U.S.GAAP.

FORWARD-LOOKING STATEMENTS IN THIS ANNUAL REPORT
MAY NOT BE REALIZED

This annual report on Form 20-F contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our industry. All statements other than statements of historical fact in this annual report are forward-looking statements. These forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “anticipate”, “estimate”, “plan”, “believe”, “is/are likely to” or other similar expressions. The forward-looking statements included in this annual report relate to, among others:

our goals and strategies;

our future business development, financial condition and results of operations;

projected revenues, profits, earnings and other estimated financial information;

our plans to expand our advertising network into new cities and regions in China

the growth of our LCD display network, poster frame network, in-store network, movie theater and traditional outdoor billboards and our online advertising services business;

our plan to identify and create additional advertising platforms that target specific consumer demographics, which could allow us to increase our advertising revenue;

competition in the PRC advertising industry;

the expected growth in the urban population, consumer spending, average income levels and advertising spending levels;

PRC governmental policies and regulations relating to the advertising industry and regulations and policies promulgated by the State Administration of Foreign Exchange;

other risks outlined in our filings with the Securities and Exchange Commission, including our registration statements on Form F-1, as amended, and Form F-3 as amended; and

those other risks identified in “Item 3. Key Information—D. Risk Factors” of this annual report.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, we cannot assure you that our expectations will turn out to be correct. Our actual results could be materially different from or worse than our expectations.

The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. Selected Financial Data

The following selected consolidated statement of operations data for the years ended December 31, 2007, 2008, and 2009 and the consolidated balance sheet data as of December 31, 2008, and 2009 have been derived from our audited consolidated financial statements, which are included elsewhere in this annual report. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. The historical results are not necessarily indicative of results to be expected in any future period.

Our selected consolidated statement of operations data for the years ended December 31, 2005 and 2006 and our consolidated balance sheets as of December 31, 2005, 2006, and 2007 have been derived from our audited consolidated financial statements, which are not included in this annual report.

The selected consolidated financial information for the periods and as of the dates indicated should be read in conjunction with our financial statements and the accompanying notes and “Item 5. Operating and Financial Review and Prospects”.

In April 2005, we commenced commercial operations of our in-store network and through our acquisition of Framedia, we commenced operation of our poster frame network on January 1, 2006. In February 2006, we acquired Target Media and in March 2006, we acquired Focus Media Wireless. In March 2007, we acquired Allyes. In January 2008, we acquired CGEN.

In December 2008, we disposed of our in-store advertising operations of CGEN, which resulted in a $190.5 million disposal loss, which includes the write-off of the carrying value of intangible assets and goodwill of $39.5 million and $145.6 million, respectively. This disposal loss was recorded as other operating expense in the consolidated statement of operations. Also in 2008, the disposal of our mobile handset advertising business due to changes in market conditions and the regulatory environment resulted in a loss from disposal of $92.1 million. In September 2009, we terminated our agreement of December 2008 to sell substantially all of the assets of our advertising networks using LCD displays, in-store and poster frame to SINA. In 2008, these assets were accounted for as assets-held-for-sale and their results were presented as discontinued operations. Following the termination of the agreement in September 2009, these assets have been reclassified as assets-held-for-use and the results have been presented as continuing operations for all periods presented.

In the third and fourth quarters of 2009, we restructured continuing operations and disposed of interests in certain subsidiaries in our Internet segment. The results of these companies were accounted for as discontinued operations for all periods presented in accordance with U.S. GAAP.


	For the years ended December 31
	2005		2006		2007		2008		2009
	(In thousands of U.S. Dollars, except share and per share data)
Selected Consolidated Statements of Operations Data:
Net revenues: (1)
LCD displays	$	61,435	$	141,472	$	183,528	$	239,505	$	208,499
In-store		5,469		26,907		27,444		60,719		30,346
Poster frame				40,904		85,472		146,751		98,962
Movie theatre and traditional outdoor billboard		—		690		37,305		77,178		59,057
Internet advertising				0		75,364		114,560		107,871
Other (2)		1,325		1,932		1,115		3,622		300

Total net revenues		68,229		211,905		410,228		642,335		505,035

Cost of revenues:
LCD displays		18,325		48,128		51,850		77,866		75,467


	For the years ended December 31
	2005		2006			2007			2008			2009
	(In thousands of U.S. Dollars, except share and per share data)
In-store		7,423		18,106			23,502			61,834			24,170
Movie theatre and traditional outdoor billboard				760			28,507			56,944			45,085
Internet advertising							51,722			89,052			98,721
Other (2)		976		765			798			1,723			290

Total cost of revenues		26,724		81,380			184,465			347,234			339,134

Gross profit		41,505		130,525			225,763			295,101			165,901
Operating expenses:
General and administrative		9,120		25,723			45,641			90,194			120,191
Selling and marketing		9,599		25,762			60,708			95,400			107,184
Impairment loss							—			596,069			86,303
Other operating expenses (income), net		161		(1,051	)		(7,645	)		182,522			10,848

Total operating expenses		18,880		50,434			98,704			964,185			324,526
Income (loss) from operations		22,625		80,091			127,059			(669,084	)		(158,625	)
Interest income		1,762		4,255			9,632			7,528			5,261
Interest expense							(25	)		—			—

Income (loss) from continuing operations before income taxes		24,387		84,346			136,666			(661,556	)		(153,364	)
Income taxes		694		1,044			8,326			26,784			9,855

Net income (loss) from continuing operations		23,693		83,302			128,340			(688,340	)		(163,219	)
Net income (loss) from discontinued operations, net of tax		0		0			16,790			(82,498	)		(46,514	)

Net income (loss)		23,693		83,302			145,130			(770,838	)		(209,733	)
Less: Net income (loss) attributable to noncontrolling interests		145		105			694			(150	)		3,524

Net income (loss) attributable to Focus Media Holdings Limited Shareholders	$	23,548	$	83,197		$	144,436		$	(770,688	)	$	(213,257	)

Income (loss) per share from continuing operations — basic	$	0.09	$	0.16		$	0.22		$	(1.07	)	$	(0.25	)

Income (loss) per share from continuing operations — diluted	$	0.06	$	0.16		$	0.21		$	(1.07	)	$	(0.25	)

Income (loss) per share from discontinued operations — basic	$		$			$	0.02		$	(0.13	)	$	(0.07	)

Income (loss) per share from discontinued operations — diluted	$		$			$	0.03		$	(0.13	)	$	(0.07	)

Income (loss) per share — basic	$	0.09	$	0.16		$	0.24		$	(1.20	)	$	(0.33	)

Income (loss) per share — diluted	$	0.06	$	0.16		$	0.24		$	(1.20	)	$	(0.33	)

Shares used in calculating basic income (loss) per share		252,128,545		505,411,079			590,387,396			643,989,522			651,654,345

Shares used in calculating diluted income (loss) per share		365,938,094		521,536,381			608,326,450			643,989,522			651,654,345


	As of December 31
	2005		2006		2007		2008		2009
	(In thousands of U.S. Dollars)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	36,653	$	164,611	$	450,416	$	142,434	$	568,159
Other current assets(3)		104,988		78,712		431,043		665,137		269,279
Non-current assets(4)		70,713		862,919		1,258,079		724,723		556,005
Total assets		212,354		1,106,242		2,139,538		1,532,294		1,393,443
Total current liabilities		20,694		51,837		276,287		318,864		197,056
Total non-current liabilities		—		3,303		6,394		13,540		5,435
Total liabilities		20,694		55,140		282,681		332,404		202,491
Ordinary shares ($0.00005 par value; 19,800,000,000 shares authorized in 2007, 2008 and 2009; 378,306,000, 534,896,873, 640,230,852, 646,081,710 and 725,278,005 shares issued and outstanding in 2005, 2006, 2007, 2008 and 2009, respectively)		19		27		32		32		36
Other shareholders’ equity		191,396		1,050,717		1,854,912		1,197,752		1,189,088
Total Focus Media Holdings Limited shareholders’ equity		191,415		1,050,744		1,854,944		1,197,784		1,189,124
Noncontrolling interests		245		358		1,913		2,106		1,828
Total equity		191,660		1,051,102		1,856,857		1,199,890		1,190,952


	As of December 31
	2005		2006		2007		2008		2009
	(In thousands of U.S. Dollars)
Selected Operating Data:(5)
Number of displays in our commercial location network:
Our direct cities		45,049		80,263		107,533		122,597		125,595
Our regional distributors(6)		3,177		5,197		4,765		5,436		5,411
Total		48,226		85,460		112,298		128,033		131,006
Number of displays in our in-store network(7)		27,849		38,742		49,452		42,824		44,517
Number of stores in our in-store network(7)		4,130		3,898		4,063		3,275		3,097
Number of installed frames in our poster frame network(8)		0		99,784		190,468		324,364		261,076


(1)		Advertising service revenue is presented net of business tax. Business tax on advertising service revenue from our LCD display network amounted to $6.0 million, $14.4 million, $20.3 million, $24.7 million and $20.6 million in 2005, 2006, 2007, 2008 and 2009, respectively. Business tax on advertising service revenue from our in-store network amounted to $0.5 million, $2.8 million, 2.8 million, $6.3 million and $3.2 million for 2005, 2006, 2007, 2008 and 2009, respectively. Business tax on advertising service revenue from our poster frame network amounted to $0, $4.0 million, $7.9 million, $13.9 million and $9.6 million, for 2005, 2006, 2007, 2008 and 2009, respectively. Business tax on Internet advertising service revenue amounted to $5.0 million, $6.1 million and $5.3 million for 2007, 2008 and 2009, respectively. Business tax on advertising service revenue from our movie theater and traditional outdoor billboards amounted to $1.3 million, $2.8 million and $1.5 million for 2007. 2008 and 2009, respectively. Business tax includes aggregating business tax and surtax of 5.55% and cultural industries tax ranging from 0% to 4.0% of our gross advertising service revenue.

(2)		Other revenue and cost is related to sale of advertising equipment to business partners and is combined in revenue and cost of LCD displays network in Note 17, “Segment Information”, to consolidated financial statements under Item 18.

(3)		Other current assets are equal to total current assets less cash and cash equivalents.

(4)		Non-current assets are equal to total assets less total current assets.

(5)		Operating data presented includes operating data for discontinued operations except as noted below.

(6)		Data that has been provided by our regional distributors is based on the results of surveys we requested them to provide to us and it is possible such data is not entirely accurate.

(7)		Operating data for our in-store network does not include data from CGEN’s business and operations.

(8)		Number of installed frames includes frames we currently market and frames that have been installed, for instance, in buildings that are still under construction and which we have not yet begun to market. Data includes both traditional poster frames and, for periods starting from June 30, 2007, digital frames.

Currency Translations and Exchange Rates

convertibility of Renminbi into foreign currency for current account items, conversion of Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration for Foreign Exchange and other relevant authorities. On July 21, 2005, the PRC government introduced a managed floating exchange rate system to allow the value of the Renminbi to fluctuate within a regulated band based on market supply and demand and by reference to a basket of currencies. On the same day, the value of the Renminbi appreciated by 2.0% against the U.S. dollar. Since then, the PRC government has made, and may in the future make, further adjustments to the exchange rate system. The PBOC announces the closing price of a foreign currency traded against the Renminbi in the inter-bank foreign exchange market after the closing of the market on each working day, and makes it the central parity for the trading against the Renminbi on the following working day.

For all dates and periods through December 31, 2008, exchange rates of Renminbi into U.S. dollars are based on the noon buying rate in The City of New York for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York. For January 1, 2009 and all later dates and periods, the exchange rate refers to the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board. For your convenience, this annual report contains translations of Renminbi at $1.00 to RMB6.8282, which was the prevailing rate on December 31, 2009. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. The PRC government imposes controls over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade.

The following table sets forth information concerning exchange rates between the Renminbi and the U.S. dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this annual report or will use in the preparation of our periodic reports or any other information to be provided to you.


	RENMINBI PER U.S. EXCHANGE RATE
	AVERAGE		HIGH		LOW		PERIOD-END
2002		8.2770		8.2800		8.2669		8.2800
2003		8.2770		8.2800		8.2272		8.2769
2004		8.2768		8.2774		8.2764		8.2765
2005		8.1940		8.2765		8.0702		8.0702
2006		7.9723		8.0702		7.8041		7.8087
2007		7.6072		7.8127		7.2946		7.2946
2008		6.9477		7.2946		6.7800		6.8225
2009		6.8409		6.8436		6.8226		6.8282
2010 (through December 3)		6.7785		6.8330		6.6233		6.6628
January		6.8347		6.8383		6.8280		6.8369
February		6.8377		6.8436		6.8281		6.8367
March		6.8359		6.8378		6.8236		6.8361
April		6.8329		6.8380		6.7756		6.8358
May		6.8364		6.8408		6.8273		6.8403
June		6.8184		6.8323		6.7815		6.7815
July		6.7762		6.7807		6.7709		6.7807
August		6.7873		6.8069		6.7680		6.8069
September		6.7396		6.8102		6.6869		6.6905
October		6.6675		6.6912		6.6397		6.6705
November		6.6537		6.6906		6.6233		6.6670
December (through December 3)		6.6622		6.6630		6.6609		6.6628

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Our business and operations are subject to various risks, many of which are beyond our control. If any of the risks described below actually occurs, our business, financial condition or results of operations could be materially harmed.

Risks Relating to Compliance with PRC Law

Our failure to comply with certain aspects of applicable PRC laws and regulations could adversely affect our business operations and corporate structure

In order to conduct our business operations through our PRC operating subsidiaries and affiliates, we are required to comply with a range of PRC laws and regulations, including laws and regulations applicable to contractual arrangements among our operating subsidiaries and affiliates, requirements to register the equity pledges relating to those contractual arrangements, other registration requirements under State Administration for Industry and Commerce, or SAIC, rules and regulations, and obligations by us, our management and our PRC shareholders or beneficial owners to comply with the State Administration of Foreign Exchange, or SAFE, registration and disclosure requirements.

Due to uncertainties in the law, the lack of implementing regulations and, in some instances, our delay in complying with some of these rules, there is a risk that we could be found to have violated rules and regulations relating to our corporate structure, SAFE and SAIC registration and PRC foreign exchange rules. As detailed in the risk factor paragraphs below, if we are found to have failed to comply with or breached PRC laws and regulations applicable to us and our PRC operating subsidiaries and affiliates we could be subject to, among other things, penalties including fines, revocation of business licenses of the PRC entities or requirements to restructure our business operations. Our failure to comply with PRC laws and regulations relating to the registration of equity pledges under our contractual arrangements with our PRC operating affiliates could also render the equity pledge, and the structure, unenforceable. If we were subject to any such penalties or negative consequences, our business and operations could be materially and adversely affected.

If Jason Nanchun Jiang, our founder, chairman and chief executive officer, were to breach any of his contractual or fiduciary obligations to us and our affiliated consolidated entities, we could be subject to regulatory penalties and sanctions and our operations could be materially adversely affected,.

Jason Nanchun Jiang, as the 85% holder of Focus Media Advertisement, entered into contractual agreements among us, our PRC operating subsidiaries, and our PRC operating affiliates. See “Item 7.B Major Shareholders and Related Party Transaction — Related Party Transactions — Agreements among Us, Our PRC Operating Subsidiaries, Our PRC Operating Affiliates and Their Shareholders”. Under those agreements, Jason Nanchun Jiang is obligated to procure the consummation of the transactions contemplated thereunder, to maintain the valid existence of and obtainment and maintenance of all the requisite operation licenses by the relevant PRC operating affiliates, and to prevent the PRC operating affiliates from entering into any transaction that jeopardizes the assets, business operation, ownership structure and other rights of the PRC operating affiliates. As our chairman and chief executive officer, he also has fiduciary obligations to us under Cayman Islands law.

Due to uncertainties in the implementation of PRC laws and regulations, we may be put at risk from failures to comply with all such laws. See “—We use contractual arrangements with our PRC operating affiliates and their shareholders for a significant portion of our China operations, and uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements and thus our ability to conduct our business” relating to the failure to register the equity pledges, “—PRC regulations relating to offshore investment activities by PRC residents may increase our administrative burden and restrict our overseas and cross-border investment activity. A failure by us or our shareholders or beneficial owners who are PRC citizens or residents in China to comply with such regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under PRC laws, which could adversely affect our business and financial condition” relating to Jason Nanchun Jiang’s failure to complete subsequent registrations with the SAFE, and “Our PRC operating subsidiaries and operating affiliates may have engaged in business activities without the necessary registration with local authorities. This could subject us to fines or other penalties, which could negatively impact our revenues or interfere with our ability to operate our business” relating to the failure of some of our indirect operating subsidiaries

or our operating affiliates to register with the relevant local branch of SAIC for their expansion of business or for their branch offices in each of the cities where we operate.

Neither we, our operating subsidiaries, operating affiliates or Jason Nanchun Jiang has been subject to fines, sanctions or penalties as a result of these legal compliance matters. Nevertheless, if we, our operating subsidiaries, operating affiliates or Jason Nanchun Jiang are subject to such fines, sanctions or penalties resulting from any such non-compliance, our business operations could be materially adversely affected.

If the PRC government finds that the ownership structure of our operating subsidiaries or our operation affiliates, or the agreements that establish the structure for operating our China business do not comply with PRC governmental restrictions on foreign investment in the advertising industry, we could be subject to severe penalties.

Substantially all of our operations are or will be conducted through our indirectly wholly-owned operating subsidiaries in China, which we collectively refer to as our PRC operating subsidiaries, and through our contractual arrangements with our consolidated affiliated entities in China. PRC regulations require any foreign entities that invest directly in the advertising services industry to have at least two years of direct operations in the advertising industry outside of China. Since December 10, 2005, foreign investors have been allowed to own directly 100% of PRC companies operating an advertising business if the foreign entity has at least three years of direct operations in the advertising business outside of China or less than 100% if the foreign investor has at least two years of direct operations in the advertising industry outside of China. Generally we do not currently directly operate an advertising business outside of China and our non-PRC subsidiaries cannot qualify under PRC regulations for direct investment in the advertising industry. Thus, our PRC operating subsidiaries which are directly owned by non-PRC subsidiaries of ours, which we collectively refer to as wholly-foreign owned, or WFOE, operating subsidiaries, are ineligible to apply for the required licenses for providing advertising services in China. Our non-PRC subsidiaries are ineligible to apply for such required licenses too. However, PRC regulations do not expressly restrict domestic companies controlled by WFOEs through contractual arrangements from operating advertising businesses. As such, our advertising businesses are initially provided, and most businesses we acquired from third parties are provided, through contractual arrangements between our WFOE operating subsidiaries and our consolidated affiliated entities in China.

The PRC restriction on foreign investment in the advertising industry, however, does not expressly apply to the investment activities of WFOEs established in China, and starting from late 2007, the advertising industry was re-classified from a “restricted” area to a “permitted” area for foreign investment in the catalogues relating to foreign investment in industries in China promulgated by the Ministry of Commerce, or MOFCOM, and the National Development and Reform Commission, or NDRC. Thus, WFOEs may establish subsidiaries in China to operate advertising businesses directly in China. As such, certain of our indirect PRC operating subsidiaries succeeded in obtaining the required licenses for providing advertising services in China. However, the PRC governmental authority may determine in the future that such indirect investments evade the qualification requirements on foreign investment in the advertising industry and thus bans such investment activities.

For the year ended December 31, 2009, approximately 71% and 29% of our net revenue was generated by our indirect PRC operating subsidiaries and our PRC operating affiliates through contractual arrangements, respectively. Approximately 21% of our net revenue was generated by our PRC operating affiliates engaged in the Internet advertising business, including the Allyes PRC operating affiliates, which were disposed of in July 2010. All of the revenues generated by our PRC operating affiliates are generally available to us to use in expanding our business in China. Although we have been converting some of the PRC operating affiliates to our indirect PRC operating subsidiaries and intend to increase the portion of our advertising revenues generated from our indirect PRC operating subsidiaries, we expect to continue to rely on our PRC operating affiliates, to operate approximately 10% of our advertising business for the foreseeable future, given the time required for converting these PRC operating affiliates into our indirect subsidiaries or transferring their business to our PRC operating subsidiaries.

Accordingly, our advertising services are currently conducted by (i) our indirect PRC operating subsidiaries and (ii) our PRC operating affiliates, including Shanghai Focus Media Advertisement Co., Ltd., or Focus Media

Advertisement, and its subsidiaries. Our PRC operating affiliates, which we control through contractual relationships are owned by either (i) one or more individuals designated by us, (ii) one or more PRC entities owned by other PRC operating affiliates or (iii) a combination of individuals and PRC entities owned by other PRC operating affiliates. We have entered into contractual arrangements with certain of PRC operating affiliates and their respective shareholders pursuant to which we, through our PRC operating subsidiaries, cooperate with, and provide technical support services to, our PRC operating affiliates. In addition, we have entered into agreements with certain of our PRC operating affiliates and each of their shareholders which provide us with the substantial ability to control these affiliates and their existing and future subsidiaries.

If we, our existing or future PRC operating subsidiaries and operating affiliates or their ownership structure or the contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, or our existing or future PRC operating subsidiaries or operating affiliates fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities, including the State Administration for Industry and Commerce, or SAIC, which regulates advertising companies, and the Ministry of Commerce, which regulates foreign investments in China, would have broad discretion in dealing with such violations, including:

• imposing fines or other monetary penalties on our PRC subsidiaries or affiliates;

• revoking the business and operating licenses of our PRC subsidiaries and affiliates;

• discontinuing or restricting our PRC subsidiaries’ and affiliates’ operations;

• imposing conditions or requirements with which we or our PRC subsidiaries and affiliates may not be able to comply;

• requiring us or our PRC subsidiaries and affiliates to restructure the relevant ownership structure or operations; or

• restricting or prohibiting our use of the proceeds of any offering or from other sources to finance our business and operations in China.

The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business.

If the PRC government finds that the ownership structure of our operation affiliates violates PRC laws as a result of the change in Jason Nanchun Jiang’s citizenship, we could be subject to severe penalties, and our ability to conduct our business may be affected in a material and adverse way.

Jason Nanchun Jiang, who is one of the shareholders of Focus Media Advertisement, one of our major PRC operating affiliates, which owns all other PRC operating affiliates that hold the advertising operating licenses connected with our operating businesses, completed naturalization procedures to become a citizenship of Singapore in the second quarter of 2009 for personal reasons. Dual citizenship is not recognized under PRC law. Mr. Jiang has already carried out procedures necessary to give up his PRC citizenship, is not longer a PRC citizen and currently maintains only Singaporean citizenship.

The “Provisions regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors,” or the New M&A Rule, promulgated by six PRC government and regulatory authorities, including the PRC Ministry of Commerce and the Chinese Securities Regulatory Commission, or the CSRC, which became effective on September 8, 2006 and was revised in 2009, provides that change in the citizenship of a shareholder of a PRC domestic company does not change the nature of such PRC domestic company. Further, based on our enquiries and discussions with the relevant official of the local branch of the SAIC in Shanghai, we have also been orally informed that Jason Nanchun Jiang’s change in citizenship does not change the nature of our PRC operating affiliates. However, there is no guarantee that governmental authorities, mainly including the SAIC and the Ministry of Commerce, will not challenge such status due to change in law or change in implementation of relevant laws or for any other reason.

If the ownership structure of our PRC operating affiliates is found to be in violation of any existing or future PRC laws or regulations, the relevant PRC regulatory authorities, mainly including the SAIC and the Ministry of Commerce, would have broad discretion in dealing with such violations, including:

• imposing fines or other monetary penalties on our PRC operating affiliates;

• revoking the business and operating licenses of our PRC operating affiliates;

• discontinuing or restricting our PRC operating affiliates’ operations;

• requiring our PRC operating affiliates to restructure the relevant ownership structure or operations.

The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business.

We use contractual arrangements with our PRC operating affiliates and their shareholders for a significant portion of our China operations, and uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements and thus our ability to conduct our business.

We have in the past used, and will continue in the future to use, contractual arrangements with our PRC operating affiliates and their respective shareholders to operate a significant portion of our advertising business. For a description of these contractual arrangements, see the sections titled “Organizational Structure” “Business Overview — Recent Developments” in Item 4. “Information on the Company” and “Item 7. — Major Shareholders and Related Party Transactions”.

Many of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through either arbitration or litigation in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements.

For example, the PRC Property Rights Law that was promulgated on March 16, 2007 and became effective on October 1, 2007 requires that registration with the local SAIC is necessary to create security interest on equity interest in a PRC company, which means that before the equity pledge is duly registered with the local SAIC, the equity pledge is unenforceable even though the relevant equity pledge agreement is still binding. Almost all our existing equity pledge agreements between certain of our operating subsidiaries and certain of our operating affiliates and their shareholders were signed before the PRC Property Rights Law took effect. The relevant PRC operating affiliates registered the equity pledges on their registry of shareholders according to then applicable law. It remains unclear whether the validity and enforceability of the equity pledge established before the promulgation of the PRC Property Rights Law will be adversely affected after the PRC Property Rights Law took effect. We attempted to register the relevant equity pledges after the PRC Property Rights Law became effective. However, the implementation rules were not promulgated until late 2008 and in some cities late 2009, and the practices taken by the local SAIC authorities vary from city to city. Thus, we are still in the process of applying for registration of these equity pledges and there is no assurance that we can have these equity pledges registered on time or at all. Registration of the equity pledges involves the pledgor and pledgee registering the pledge with the local counterpart of the SAIC. Generally, the pledgor and pledgee are required to submit an application form, the register of shareholders of the relevant PRC operating affiliate, the pledge agreement, the documents evidencing the identification of the pledgor and pledge, and other documents as required by the relevant counterpart of the SAIC at its discretion. We have completed the registration of four pledges with the local counterparts of the SAIC, and are in the process of registering an additional nine pledges. Considering that we have not registered these existing equity pledges, and may fail to register future equity pledges, with the local SAIC, any equity pledge created under these equity pledge agreements may be considered unenforceable. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over our operating affiliates, and our ability to conduct our business may be negatively affected.

Non-performance of the contractual arrangements with our PRC operating affiliates and their shareholders will result in material and adverse effect in our corporate structure and our business operation.

Although we operate a substantive portion of our advertising business through contractual arrangements with our PRC operating affiliates and their respective shareholders, these contractual arrangements may not be as

effective in providing us with control over our PRC operating affiliates as direct ownership. If we had direct ownership of our PRC operating affiliates, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of those companies, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. However, under the current contractual arrangements, as a legal matter, if our PRC operating affiliates or any of their shareholders fails to perform its or his respective obligations under these contractual arrangements, we may have to incur substantial costs and resources to enforce such arrangements, and rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you to be effective. For example, if any individual designated by us as the shareholder were to refuse to transfer his equity interest in any of our PRC operating affiliates to us or our designee when we exercise the purchase option pursuant to these contractual arrangements, or if the individual shareholder were otherwise to act in bad faith toward us, or if the individual or entity designated by us failed to cause the unrelated third parties holding minority interests in certain of our PRC operating affiliates to waive their right of first refusal or to cooperate with him or it to fulfill his or its contractual obligations, then we may have to take legal action to compel him to fulfill his or its contractual obligations. Accordingly, it may be difficult for us to change our corporate structure or to bring claims against our PRC operating affiliates or its shareholders if they do not perform their obligations under their contracts with us or if any individual who holds the equity interest in our PRC operating affiliates does not cooperate with any such actions.

We may rely principally on dividends and other distributions on equity paid by our WFOE operating subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our operating subsidiary to pay dividends to us could have a material adverse effect on our ability to conduct our business.

We are a holding company, and we may rely principally on dividends and other distributions on equity paid by our WFOE operating subsidiaries for our cash requirements, including the funds necessary to service any debt we may incur. If any of our WFOE operating subsidiaries incurs debt on its own behalf, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements our WFOE operating subsidiaries currently have in place with our PRC operating affiliates in a manner that would materially and adversely affect our WFOE operating subsidiaries’ ability to pay dividends and other distributions to us. Furthermore, relevant PRC laws and regulations permit payments of dividends by our PRC operating subsidiaries only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations.

Under PRC laws and regulations, each of our PRC operating subsidiaries is also required to set aside a portion of its net income each year to fund specific reserve funds. These reserves are not distributable as cash dividends. In particular, subject to certain cumulative limits, the statutory general reserve fund requires annual appropriations of 10% of after-tax income to be set aside prior to payment of dividends. Our WFOE operating subsidiaries have allocated annual after-tax profits to each of their respective reserve funds in compliance with these laws and regulations. For the years ended December 31, 2007, 2008 and 2009, we made total appropriations of $2,122,452, $4,665,681 and $10,765,735, respectively,including the reserve funds of our PRC operating subsidiaries and PRC operating affiliates. As a result of these PRC laws and regulations, as of December 31, 2009, our PRC subsidiaries and PRC affiliates were restricted in their ability to transfer a portion of their net assets amounting to $789.6 million to us in the form of dividends, loans or advances. Our PRC operating affiliates have historically not paid dividends to us from their accumulated profits, as we do not own any direct equity interest in these operating affiliates and we do not intend for our operating affiliates to pay dividends to us in the foreseeable future. All of the reserve funds of our PRC operating subsidiaries and affiliates are generally available to us to use in expanding our business in China. Any limitation on the ability of our WFOE operating subsidiaries to receive distributions from their respective subsidiaries or pay dividends to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends, or otherwise fund and conduct our business. See “Risk Factors — PRC regulations relating to offshore investment activities by PRC residents may increase our administrative burden and restrict our overseas and cross-border investment activity. A failure by our shareholders or beneficial owners who are PRC citizens or residents in China to comply with such regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under PRC laws, which could adversely affect our business and financial condition.

PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC operating subsidiaries and affiliates.

As an offshore holding company of our PRC operating subsidiaries and affiliates, we may make loans to our PRC subsidiaries and consolidated PRC affiliated entities, or we may make additional capital contributions to our WFOE operating subsidiaries. Any loans to our PRC subsidiaries or consolidated PRC affiliated entities are subject to PRC regulations and approvals. For example:

• loans by us to our foreign invested enterprises to finance their respective activities cannot exceed statutory limits and must be registered with the PRC State Administration of Foreign Exchange or its local counterpart; and

• loans by us in foreign exchange to our PRC operating affiliates and our PRC operating subsidiaries owned by our WFOE operating subsidiaries, which are domestic PRC enterprises, must be approved by the relevant government authorities and must also be registered with the PRC State Administration of Foreign Exchange or its local counterpart. In practice, it is very difficult if not impossible in most cases, to obtain the approval of or complete the registration regarding our loan to any PRC operating affiliate.

We may also determine to finance our PRC foreign invested enterprises by means of capital contributions. These capital contributions must be approved by the PRC Ministry of Commerce or its local counterpart. Because our PRC operating affiliates and our PRC operating subsidiaries owned by our WFOE operating subsidiaries are domestic PRC enterprises, we are not likely to finance their activities by means of direct capital contributions due to regulatory issues relating to foreign investment in domestic PRC enterprises, as well as the licensing and other regulatory issues discussed in “Business Overview — Regulatory Matters” of Item 4. “Information on the Company” of this annual report. We cannot assure you that we can obtain these government registrations or approvals on a timely basis, if at all, with respect to future loans or capital contributions by us to our PRC operating affiliates and our PRC operating subsidiaries owned by our WFOE operating subsidiaries. If we fail to receive such registrations or approvals, our ability to capitalize our PRC operations would be negatively affected which would adversely and materially affect our liquidity and our ability to expand our business.

Furthermore, on August 29, 2008, State Administration of Foreign Exchange, or SAFE, promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign Invested Enterprises, or SAFE Circular 142, a notice regulating the conversion by a foreign-invested company of foreign currency into Renminbi by restricting how the converted Renminbi may be used. When applying for conversion of foreign exchange in “capital account”, such as foreign exchange received from capital contribution or loans, into Renminbi, the company is required, except for small amount conversion not exceeding US$50,000 for daily expenses, submit to the bank the relevant documents supporting such conversion, such as the business contracts, related Renminbi payment notice, and documents evidencing the use of funds previously converted from foreign exchange in its capital account. Further, SAFE Circular 142 requires that Renminbi converted from the foreign currency-denominated registered capital of a foreign-invested company may only be used for purposes within the company’s business scope approved by the applicable governmental authority, which is typically the Ministry of Commerce or its local counterparts, and registered with the local SAIC authority, and may not be used for equity investments within the PRC unless specifically provided for otherwise in its business scope. In addition, SAFE strengthened its oversight of the flow and use of Renminbi funds converted from the foreign currency denominated registered capital of a foreign-invested company. The use of such Renminbi may not be changed without approval from SAFE, and may not in any case be used to repay Renminbi loans if the proceeds of such loans have not yet been used. Violations of SAFE Circular 142 may result in severe penalties, including substantial fines as set forth in the Foreign Exchange Administration Regulations. As a result, SAFE Circular 142 may significantly limit our ability to effectively use the net proceeds from future offerings of our ADRs through our PRC operating subsidiaries as our PRC WFOE operating subsidiaries may not convert the funds received from us or our non-PRC subsidiaries in foreign exchange into Renminbi to invest in or acquire any other PRC company or finance the operation or development of our PRC operating affiliates. While the Company is pursuing and will continue pursuing a strategy of development partly

through acquisition of other advertising companies, SAFE Circular 142 may adversely affect our liquidity and our liability to fund and expand our business in the PRC.

We may be deemed a PRC resident enterprise under the New Law and be subject to the PRC taxation on our worldwide income.

The New Law also provides that enterprises established outside of China whose “de facto management bodies” are located in China are considered “resident enterprises” and are generally subject to the uniform 25% enterprise income tax rate as to their worldwide income. Under the implementation regulations for the New Law issued by the PRC State Council, “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise.

Further, on April 22, 2009, the State Administration of Tax (“SAT”) issued a Tax Circular, Guoshuifa [2009] No.82 on Certain Issues regarding the Determination of Offshore Companies Controlled by PRC Companies as Resident Enterprises pursuant to “De Facto Management Bodies” Standard, or Circular 82, which took effect on January 1, 2008. According to Circular 82, any company established pursuant to laws and regulations other than PRC laws but that is controlled by companies or company groups within China shall be deemed as a resident enterprise for PRC tax purposes if all the following conditions are met: (i) the senior management in charge of the daily operation and management of the company is based within China or the premises where the senior management performs its duties are located within China; (ii) the financial matters (such as raising funds, financing or financial risk management) and human resources matters (such as appointment and dismissal of employees or their payrolls) are decided by companies or individuals within China or require approval from companies or individuals within China; (iii) primary property, books and accounts, company seals and board and shareholder meeting minutes are kept or placed within China; and (iv) 50% or more of the directors with voting rights or senior management habitually reside within China. According to this Circular 82, in determining the location of de facto management, “substance over form” principle should be followed. Although Circular 82 was issued to regulate the PRC tax resident judgment of companies established overseas and controlled by PRC companies, which is not applicable in our case, the criteria in Circular 82 should be used as a reference to the SAT’s view on this issue.

Most of our major board decisions, such as those relating to strategic planning, significant investments, raising fund and all matters related to capital market activities are made outside of the PRC. We have an office in Singapore and appointed a Vice President of Marketing and Strategies in April 2009, who habitually resides in Singapore and is in charge of our daily operations, including devising the Company’s development strategy, making key operational decisions and determining the compensation structure of our sales team. Since the beginning of 2009, our management team has been meeting and negotiating with potential overseas investors in the United States and Hong Kong for certain significant restructuring activities. We also appointed a new chief financial officer in January 2010, who spends most of his time in our office located in Hong Kong and is in charge of the Company’s investments, financial management, internal control and compliance. In addition, our senior management spends a significant amount of time outside of the PRC developing and managing investor relations. As such, we believe that the de facto management body of the Company is located outside of the PRC, and, accordingly, we believe the risk of being deemed a PRC tax resident is low. However, if we are treated as a resident enterprise for PRC tax purposes, we will be subject to PRC tax on our worldwide income, which would have an adverse effect on our effective tax rate and net income

PRC regulations relating to offshore investment activities by PRC residents may increase our administrative burden and restrict our overseas and cross-border investment activity. A failure by us or our shareholders or beneficial owners who are PRC citizens or residents in China to comply with such regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under PRC laws, which could adversely affect our business and financial condition.

The PRC National Development and Reform Commission, or NDRC, and SAFE promulgated regulations that require PRC residents and PRC corporate entities to register with and obtain approvals from relevant PRC government authorities in connection with their direct or indirect offshore investment activities and subsequent round trip investment into China. These regulations apply to our shareholders who are PRC residents and may apply to any offshore acquisitions that we make in the future.

Under such SAFE regulations, PRC residents who make, or have previously made, direct or indirect investments in offshore companies will be required to register those investments. In addition, any PRC resident who is a direct or indirect shareholder of an offshore company is required to file with the local branch of SAFE, with respect to that offshore company, any material change involving capital variation, such as an increase or decrease in capital, transfer or swap of shares, merger, division, long term equity or debt investment or creation of any security interest over the assets located in China. The SAFE regulations also impose obligations on onshore subsidiaries of the offshore special purpose company to coordinate with and supervise the beneficial owners of the offshore entity who are PRC residents to complete the SAFE registration process. If any PRC resident fails to comply with such SAFE regulations, the PRC subsidiaries of that offshore parent company may be prohibited from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation, to their offshore parent company, and the offshore parent company may also be prohibited from injecting additional capital into their PRC subsidiaries. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions, such as fines.

As a Cayman Islands company, and therefore a foreign entity, PRC residents who are beneficial holders of our shares are required to register with SAFE in connection with their investment in us. Moreover, if we purchase the assets or equity interest of company owned by PRC residents in exchange for our equity interests, such PRC residents will be subject to the registration procedures described in such SAFE regulations.

These regulations may affect our financial status, business operations or strategies. For example, our present or future PRC subsidiaries’ ability to conduct foreign exchange activities, such as remittance of dividends and foreign-currency- denominated borrowings, may be subject to compliance with such SAFE registration requirements by relevant PRC residents, over whom we have no control. We require our shareholders who are PRC residents or have PRC residents as its beneficial owner to comply with these SAFE regulations. However, we may not be fully informed of the identities of all our beneficial shareholders who are PRC citizens or residents, and we cannot compel our beneficial shareholders to comply with SAFE regulations. We cannot assure you that all of our shareholders or beneficial owners who are PRC residents have complied or will comply with our request to make or obtain any registrations or approvals required under these regulations or other related legislation. Furthermore, much uncertainty remains concerning the reconciliation of these regulations with other approval requirements. It is unclear how these regulations, and any future legislation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities.

Jason, Nanchun Jiang, who is a major beneficial owner of our company and a PRC resident under these SAFE regulations, has completed initial registration with SAFE. Due to frequent acquisitions and dispositions by the Company of its businesses which trigger the requirement on the subsequent registrations and filings with SAFE in accordance with these regulations, the complexity in registration requirements and time required for such registration and filing procedures, it is difficult to complete all the subsequent registrations and filings in a timely manner. As a result, Jason Nanchun Jiang has in the past failed and may fail in the future, to make subsequent registrations and filings for some of subsequent round trip investments and other material changes in the offshore company in accordance with these regulations. As our WFOE operation subsidiaries distribute dividends to their overseas parent companies from time to time, we may be penalized by SAFE if we are found that any of such distribution is made before our beneficial shareholders, who are PRC residents, fully complete their registrations and filings with SAFE.

Furthermore, relevant SAFE implementation rules promulgated in 2007 require foreign-invested enterprises to disclose the ultimate ownership in them by PRC resident shareholders or beneficial owners to SAFE when they apply for the initial foreign exchange registration. In practice, SAFE may require foreign-invested enterprises to make such disclosure as well when they make subsequent foreign exchange registration in relation to their capital increase. Given these requirements, we typically engage an outside agent for the purposes of filing foreign exchange registrations on behalf of our subsidiaries. Despite these efforts, such disclosure was not made when one of our WFOE operating subsidiaries applied for its initial foreign exchange registration and when another WFOE operating subsidiary filed a subsequent foreign exchange registration in relation to its capital increase. The existing and future failures by our WFOE operating subsidiaries to make such disclosure may inhibit their ability to pay dividends to us.

The failure or inability of us or our PRC resident shareholders or beneficial owners to comply with these regulations may subject us to fines and other legal sanctions although no legal or administrative sanctions have been taken against us so far. In particular, regarding the dividends distributed by our WFOE operating subsidiaries prior to the completion of subsequent registrations by our PRC resident shareholders or beneficial owners, SAFE may, at its discretion, choose to order our PRC resident shareholders or beneficial owners to complete the necessary subsequent registration, to order our WFOE operating subsidiaries to procure the wiring of the foreign exchange back to the PRC in an amount equal to the dividends previously distributed, and to impose monetary fines in an amount up to that of the dividends so distributed. If any of such penalties are imposed, our business operations and financial status could be adversely affected. Furthermore, the non-compliance may also restrict our overseas or cross-border investment activities, limit our ability to inject additional capital into our PRC WFOE subsidiaries and the ability of our PRC WFOE subsidiaries, to make distributions or pay dividends, or materially and adversely affect our ownership structure in which case, our acquisition strategy, business operations and financial status and our ability to distribute profits to you could be materially and adversely affected. And such SAFE regulations may restrict our ability to implement our acquisition strategy and adversely affect our business and prospects.

See “Exchange Controls” in Item 10. “Additional Information” in this annual report.

A failure to comply with PRC regulations regarding the registration of shares and share options held by our employees who are PRC citizens may subject such employees or us to fines and legal or administrative sanctions.

Pursuant to the Implementation Rules of the Administrative Measures on Individual Foreign Exchange, or the Individual Foreign Exchange Rules, promulgated on January 5, 2007 by SAFE and a relevant guidance issued by SAFE in March 2007, PRC citizens who are granted shares or share options by an overseas-listed company according to its employee share option or share incentive plan are required, through the PRC subsidiary of such overseas-listed company or other qualified PRC agents, to register with SAFE and complete certain other procedures related to the share option or other share incentive plan. In addition, the overseas listed company or its PRC subsidiary or other qualified PRC agent is required to appoint an asset manager or administrator and a custodian bank, and open special foreign currency accounts to handle transactions relating to the share option or other share incentive plan. We and our PRC citizen employees who have been granted share options, or PRC option holders, are subject to these rules. We attempted to comply with these rules. But due to lack of implementation rules, SAFE has not accepted the application for the required registration until recently. As a result, we and our PRC option holders have not yet completed such registration and other relevant procedures, and are in the process of communicating with SAFE for such registration. If we or our PRC option holders fail to comply with these rules in a timely manner or at all, we or our PRC option holders may be subject to fines and other legal sanctions.

Risks Relating to Our Business and Industry

We have been named as a defendant in certain purported shareholder class action lawsuits that could have a material adverse impact on our operating results and financial condition.

We may have to defend against an appeal by the plaintiffs in lawsuits as described in Item 8 of this annual report, “Financial Information—Consolidated statements and other financial information—Legal Proceedings.” We are currently unable to estimate the possible loss or possible range of loss, if any, associated with the resolution of these lawsuits. An unfavorable outcome from the plaintiff’s appeal of the judgment in these lawsuits could have a material adverse effect on our consolidated financial position, results of operations, or cash flows in the future. The litigation process may utilize a material portion of our cash resources and divert management’s attention from the day-to-day operations of our company, all of which could harm our business. There can be no assurance that we will prevail in any such appeal and any adverse outcome of these cases could have a material adverse effect on our business or results of operations.

Some of our business operations have a limited operating history, which may make it difficult for you to evaluate our business and prospects.

Since late 2006 and early 2007, we added a movie theater and traditional billboard advertising network and an Internet advertising services network to our business. Accordingly, we have a limited operating history for our current operations upon which you can evaluate the viability and sustainability of our business and its acceptance by

advertisers and consumers. These circumstances may make it difficult for you to evaluate our business and prospects.

We derive a substantial majority of our revenues from the provision of advertising services, and advertising is particularly sensitive to changes in economic conditions and advertising trends.

Demand for advertising time slots and advertising frame space on our networks, and the resulting advertising spending by our clients, is particularly sensitive to changes in general economic conditions and advertising spending typically decreases during periods of economic downturn. Advertisers may reduce the money they spend to advertise on our networks for a number of reasons, including:

• a general decline in economic conditions;

• a decline in economic conditions in the particular cities where we conduct business;

• a decision to shift advertising expenditures to other available advertising media;

• a decline in advertising spending in general; or

• a decrease in demand for advertising media in general and for our advertising services in particular would materially and adversely affect our ability to generate revenue from our advertising services, and our financial condition and results of operations.

In 2008, due to the global economic downturn, growth in consumer spending in China slowed which resulted in a corresponding slowdown in advertising spending growth. If there is another deterioration in economic conditions, our revenues, net income and results of operations could be materially adversely affected.

Our quarterly operating results are difficult to predict and may fluctuate significantly from period to period in the future.

Our quarterly operating results are difficult to predict and may fluctuate significantly from period to period based on the seasonality of consumer spending and corresponding advertising trends in China. In addition, advertising spending generally tends to decrease during January and February each year due to the Chinese Lunar New Year holiday. Factors that are likely to cause our operating results to fluctuate, such as the seasonality of advertising spending in China, the effect of the global economic downturn on spending in China, a further deterioration of economic conditions in China and potential changes to the regulation of the advertising industry in China, are discussed elsewhere in this annual report. If our revenues for a particular quarter are lower than we expect, we may be unable to reduce our operating expenses for that quarter by a corresponding amount, which would harm our operating results for that quarter relative to our operating results from other quarters.

Our failure to maintain existing relationships or obtain new relationships with businesses that allow us to place our LCD flat-panel displays and advertising poster frames in their buildings and other commercial locations and to lease outdoor traditional and LED digital billboards placed in desirable locations would harm our business and prospects.

Our ability to generate revenues from advertising sales depends largely upon our ability to provide large networks of LCD flat-panel displays placed in desirable building, commercial and store locations, of advertising poster frames (including digital poster frames) placed in residential complexes, and to secure desirable locations of large outdoor traditional and LED digital billboards, throughout major urban areas in China. We also depend on the ability of our third-party location provider to secure desirable traditional and LED digital billboard locations for our outdoor traditional and LED network. This, in turn, requires that we develop and maintain business relationships with real estate developers, landlords, property managers, hypermarkets, retailers and other businesses and locations in which we rent space for our displays and billboards. Although a majority of our display placement agreements and advertising frame placement agreements have terms ranging from one to five years, and upon expiration give us the right to renew the agreement on terms no less favorable than those offered by competing bidders, we may not be

able to maintain our relationships with them on satisfactory terms, or at all. If we fail to maintain our relationships with landlords and property managers, or if a significant number of our existing display or advertising frame placement agreements are terminated or not renewed or if we fail to maintain our relationship with our location provider of traditional and LED billboard space, advertisers may find advertising on our networks unattractive and may not wish to purchase advertising time slots or advertising frame space on our networks, which would cause our revenues to decline and our business and prospects to deteriorate.

Under some of our display placement agreements in Guangzhou, Shenzhen, Dalian and Chongqing, the property manager has the right to terminate the agreement if landlords or tenants in the building lodge complaints about our flat-panel displays. In addition, some of our display placement agreements in other cities allow the property manager to terminate the agreement if we fail to keep each flat-panel display operational for a minimum amount of time each year. If these tenants complain about our displays, or if the property manager claims we have failed to keep the flat-panel displays operational for the stipulated number of days each year, we may be required to remove our panels from these commercial locations.

In accordance with PRC real estate laws and regulations, prior consent of landlords and property managers is required for any commercial use of the public areas or facilities of residential properties. With regard to our network of advertising poster frames and some of our flat-panel displays placed in the elevators and public areas of residential complexes, we have entered into frame or display placement agreements with property managers and landlords. For those frame or display placement agreements entered into with property managers, we intend to obtain or urge property managers to obtain consents from landlords. However, if the landlords of a residential complex object to our placing advertising poster frames or flat-panel displays in the elevators and public areas of the complex, we may be required to remove our advertising poster frames or LCD displays from the complex and may be subject to fines. We may not be able to successfully expand our LCD display network, poster Frame networks and in-store networks into new regions or diversify our network into new advertising networks or media platforms, which could harm or reverse our growth potential and our ability to increase our revenues.

If we are unable to obtain or retain desirable placement locations for our LCD displays, advertising poster frames and outdoor traditional and LED billboards movie theater advertising slots on commercially advantageous terms or if the supply of desirable locations diminishes or ceases to expand, we could have difficulty in maintaining or expanding our network, our operating margins and earnings could decrease and our results of operations could be materially and adversely affected.

Our location costs, which include lease payments to landlords and property managers under our display placement agreements, maintenance and monitoring fees and other associated costs, comprise a significant portion of our cost of revenues. For 2007, 2008 and 2009, our location costs accounted for 45.6%, 45.5% and 35.6% of our cost of revenues and 20.4%, 24.5% and 23.9% of our total revenues, respectively. In the future, we may need to increase our expenditures on our display and frame placement agreements to obtain new and desirable locations, to renew existing locations, and to secure favorable exclusivity and renewal terms. In addition, lessors of space for our flat-panel displays, advertising poster frames and traditional and LED billboards may charge increasingly higher display location lease fees, or demand other compensation arrangements, such as profit sharing. If we are unable to pass increased location costs on to our advertising clients through rate increases, our operating margins and earnings could decrease and our results of operations could be materially and adversely affected.

In addition, in more developed cities, it may be difficult to increase the number of desirable locations in our network because most such locations have already been occupied either by us or by our competitors, or in the case of outdoor traditional and LED billboards, because the placement of outdoor installments may be limited by municipal zoning and planning policies. In recently developing cities, the supply of desirable locations may be small and the pace of economic development and construction levels may not provide a steadily increasing supply of desirable commercial and residential locations. If, as a result of these possibilities, we are unable to increase the placement of our advertising networks into commercial and residential locations that advertisers find desirable, we may be unable to expand our client base, sell advertising time slots and poster frame space on our network or increase the rates we charge for time slots and poster frame space, which could decrease the value of our network to advertisers.

If we are unable to attract advertisers to advertise on our networks, we will be unable to maintain or increase our advertising fees and the demand for time on our networks, which could negatively affect our ability to grow revenues.

The amounts of fees we can charge advertisers for time slots on our LCD display networks, movie theatre advertising networks and traditional billboard networks depend on the size and quality of these networks and the demand by advertisers for advertising time on these networks. Advertisers choose to advertise on these networks in part based on the size of the networks and the desirability of the locations where we have placed our LCD displays and where we lease traditional and LED digital billboards as well as the quality of the services we offer. If we fail to maintain or increase the number of locations, displays and billboards in our networks, diversify advertising channels in our networks, or solidify our brand name and reputation as a quality provider of advertising services, advertisers may be unwilling to purchase time on our networks or to pay the levels of advertising fees we require to remain profitable.

In addition, the fees we can charge advertisers for frame space on our poster frame network depends on the quality of the locations in which we place advertising poster frames, demand by advertisers for frame space and the quality of our service. If we are unable to continue to secure the most desirable residential locations for deployment of our advertising poster frames, we may be unable to attract advertisers to purchase frame space on our poster frame network.

Our failure to attract advertisers to purchase time slots and frame space on our networks will reduce demand for time slots and frame space on our networks and the number of time slots and amount of frame space we are able to sell, which could necessitate lowering the fees we charge for advertising time on our network and could negatively affect our ability to increase revenues in the future.

Acquisitions we have made, and any future acquisitions may expose us to potential risks and have an adverse effect on our ability to manage our business.

Our integration of acquired entities into our business may not be successful and may not enable us to expand into new advertising platforms as well as we expect. This would significantly affect the expected benefits of these acquisitions. For example, in 2008, we disposed of CGEN’s in-store advertising operations, and discontinued the operations of Focus Media Wireless, both of which were recent acquisitions. These two transactions resulted in impairments losses to our 2008 results of operations. In addition, we discontinued or disposed of certain of our Internet operations in 2009 which resulted in losses to our 2009 results of operations. Moreover, the integration of acquired entities into our operations have required, and will continue to require, significant attention from our management. Future acquisitions will also likely present similar challenges.

The diversion of our management’s attention and any difficulties encountered in any integration process could have an adverse effect on our ability to manage our business. In addition, we may face challenges trying to integrate new operations, services and personnel with our existing operations. Our recent acquisitions and possible future acquisitions may also expose us to other potential risks, including risks associated with unforeseen or hidden liabilities, the diversion of resources from our existing businesses and technologies, our inability to generate sufficient revenue to offset the costs, expenses of acquisitions and potential loss of, or harm to, relationships with employees and advertising clients as a result of our integration of new businesses and new regulations governing cross-border investment by PRC residents. In addition, we cannot assure you that we will be able to realize the benefits we anticipate from acquiring companies, or that we will not incur costs, including those relating to intangibles or goodwill, in excess of our projected costs for these transactions. The occurrence of any of these events could have a material and adverse effect on our ability to manage our business, our financial condition and our results of operations.

There may be unknown risks inherent in the acquisitions we have made.

Although we have conducted due diligence with respect to the major acquisitions we have undertaken and undertake, we may not be aware of all of the risks associated with the targets of such acquisitions we have made. Any discovery of adverse information concerning any company we have acquired since we acquired such entity could have a material adverse effect on our business, financial condition and results of operations. While we are

entitled to seek indemnification in certain circumstances, successfully asserting indemnification or enforcing such indemnification could be costly and time consuming or may not be successful at all.

In addition, even if we are able to evaluate such risks, entities we acquire may not perform as we expected due to a range of factors, many of which are beyond our ability to assess or predict. In some instances we may determine to write-off or dispose of acquired entities that underperform. For example, in 2009 we disposed of certain underperforming entities that operated in our Internet division. We may conduct additional such dispositions or write-offs in the future which could have a material and adverse effect on our business, financial condition and results of operations.

Our strategic alliances and partnerships may not succeed or yield the benefits we anticipated, which could materially and adversely affect our business and results of operations.

We have entered into strategic alliances and partnerships with other companies, including Yanhuang Health Media Limited and Dentsu Group, and we may continue to enter into additional alliances and partnerships in the future. However, we cannot assure you that these alliances and partnerships will succeed or result in the benefits we anticipated when we entered into them. For instance, under the terms of our alliance with Yanhuang Health Media, we transferred ownership and operation of the LCD flat-panel displays from the healthcare channel portion of our commercial location network to Yanhuang Health Media. Accordingly, we cannot control Yanhuang Health Media’s management and operation of the healthcare channel or ensure that they will be able to successfully attract advertising customers as we might were we in direct control of that channel. In 2008, we took an investment write-down of approximately US$0.4 million in connection with our investment in Yanhuang Health Media. If the strategic alliances and partnerships we have entered into, or may in the future enter into, do not succeed, our business and results of operations could be materially adversely affected.

Our entry into new types of advertising services through acquisitions may expose us to risks associated with operating in the Internet industries in China which could materially affect our financial condition or results of operation.

In March 2007, we acquired Allyes, which operates an Internet advertising agency and service technology business. We also made a number of smaller acquisitions in the Internet advertising areas in 2007 and 2008. Our operation of the Internet advertising subjects us to risks associated with operations in the Internet segment in China. These potential risks include:

• failure to reach traditional advertisers and to take advantage of marketing networks through our existing business;

• the performance and reliability of the Internet infrastructure; and

• the continued growth of the Internet industries.

One or more of our regional distributors could engage in activities that are harmful to our reputation in the industry and to our business.

As of December 31, 2009, we covered approximately 35 out of the approximately 95 cities where we provide our LCD display network through contractual arrangements with regional distributors. Under these arrangements, we provide our business model and operating expertise to local advertising companies in exchange for their acting as regional distributors of our advertising services. We also sell our flat-panel displays to our regional distributors, who are responsible for developing and maintaining an advertising network in office buildings and other commercial locations in the respective cities where they operate. We also grant our regional distributors the right to use our “Focus Media”, “Framedia” and other brand names and logos. However, our contractual arrangements with our regional distributors do not provide us with control or oversight over their everyday business activities, and one or more of our regional distributors may engage in activities that violate PRC laws and regulations governing the advertising industry and advertising content, or other PRC laws and regulations generally. Some of our regional distributors may not possess all the licenses required to operate an advertising business, or may

fail to maintain the licenses they currently hold, which could result in local regulators suspending the operations of the network in those cities. In addition, we do not independently review the advertising content that our regional distributors display on the portion of our commercial location network that they operate independently, and our regional distributors may include advertising content on their part of the commercial location network and violate PRC advertising laws or regulations or expose them and us to lawsuits or result in the revocation of their business license. If any of these events occurs, it could harm our reputation in the industry.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

We are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, adopted rules requiring every public company to include a management report on such company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal control over financial reporting. In addition, an independent registered public accounting firm for a public company must attest to and report on the effectiveness of the company’s internal control over financial reporting. Accordingly, our management assessed our effectiveness of internal control over financial reporting as of December 31, 2009 using the criteria set forth in the report “Internal Control — Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.

Our management has concluded that our internal control over financial reporting was effective as of December 31, 2009. Nevertheless, in the course of conducting its assessment over our internal controls, our management identified a significant deficiency in our internal controls. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting. In connection with the subscription for our ordinary shares by JJ Media Investment Holding Limited (an entity owned by Jason Nanchun Jiang) in September 2009, management had not maintained appropriate documentation to support their analysis of the accounting for the transaction. We recorded a late adjustment of $4.0 million due to the further evaluation of the grant date of the award under US GAAP. We have concluded that this deficiency constitutes a significant deficiency. We intend to take steps in order to remedy this significant deficiency.

Nevertheless, we cannot assure you that these measures will be effective and that we will be able to resolve the significant deficiency in internal control over financial reporting in a timely and effective manner or that any significant deficiency or material weakness in our internal control over financial reporting will not be identified in the future. If, however, we fail to maintain the adequacy of our internal control, we may not be able to conclude that we have effective internal control over financial reporting. Furthermore, effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important to help us to manage the company effectively and prevent fraud. If we are unable to implement solutions to any deficiencies in our existing internal controls and procedures, or if we fail to maintain an effective system of internal controls in the future, we may be unable to accurately report our financial results or prevent fraud and investor confidence and the market price of our ADSs may be adversely impacted.

Failure to manage our growth and operations could strain our management, operational and other resources and we may not be able to achieve anticipated levels of growth in the new networks and media platforms we operate, either of which could materially and adversely affect our business and growth potential.

To manage our growth and operations, we must develop and improve our existing administrative and operational systems and our financial and management controls and further expand, train and manage our work force. As we continue this effort, we may incur substantial costs and expend substantial resources in connection with any such expansion or to react to more challenging market conditions, due to, among other things, different technology standards, legal considerations and cultural differences. We may not be able to manage our current or future international operations effectively and efficiently or compete effectively in such markets. We cannot assure you that we will be able to efficiently or effectively manage the growth or changes in our operations, recruit top talent and train our personnel. Any failure to efficiently manage our expansion or changes in operations may materially and adversely affect our business and future growth.

As we continue to expand into new networks and new media platforms, we expect the percentage of revenues derived from our commercial location network to decline. However, the new advertising networks and media platforms we pursue may not present the same opportunities for growth that we have experienced with our commercial location network and, accordingly, we cannot assure you that the level of growth of our networks will not decline over time. Moreover, we expect the level of growth of our commercial location network to decrease as many of the more desirable locations have already been leased by us or our competitors.

If advertisers or the viewing public do not accept, or lose interest in, our out-of-home advertising network, our revenues may be negatively affected and our business may not expand or be successful.

The market for out-of-home advertising networks in China is relatively new and its potential is uncertain. We compete for advertising spending with many forms of more established advertising media. Our success depends on the acceptance of our out-of-home advertising network by advertisers and their continuing interest in these mediums as components of their advertising strategies. Our success also depends on the viewing public continuing to be receptive towards our advertising network. Advertisers may elect not to use our services if they believe that consumers are not receptive to our networks or that our networks do not provide sufficient value as effective advertising mediums. Likewise, if consumers find some element of our networks, such as the audio feature of our LCD display, in-store, movie theater and outdoor traditional and LED billboard networks, to be disruptive or intrusive, commercial locations, stores and movie theaters may decide not to place our flat-panel displays in their properties or lease us time in movie theaters and advertisers may view our advertising network as a less attractive advertising medium compared to other alternatives. In that event, advertisers may determine to reduce their spending on our advertising network. If a substantial number of advertisers lose interest in advertising on our advertising network for these or other reasons, we will be unable to generate sufficient revenues and cash flow to operate our business, and our advertising service revenue, liquidity and results of operations could be negatively affected.

If the Internet and, in particular, Internet marketing are not broadly adopted in China, our ability to generate revenue and sustain profitability from Allyes could be materially and adversely affected.

Our future revenues and profits from our online advertising agency business we operate through Allyes are dependent in part upon advertisers in China increasingly accepting the use of the Internet as a marketing channel, which is at an early stage in China. Penetration rates for personal computers, the Internet and broadband in China are all relatively low compared to those in more developed countries. Furthermore, many Chinese Internet users are not accustomed to using the Internet for e-commerce or as a medium for other transactions. Many of our current and potential clients have limited experience with the Internet as a marketing channel, and have not historically devoted a significant portion of their marketing budgets to Internet marketing and promotion. As a result, they may not consider the Internet as effective in promoting their products and services as traditional print and broadcast media.

If the delivery of ads or the use of cookies is limited or blocked, our ability to update and expand our user data would be hindered and demand for our Internet marketing solutions could decline.

Our business may be adversely affected by practices and technologies that impair or undermine the performance of our Internet marketing solutions. For example, Internet users may use software designed to filter or prevent the delivery of Internet ads, including pop-up and pop-under ads; block, disable or remove cookies used by our Internet marketing technologies; or misrepresent measurements of advertising effectiveness. In particular, because we rely on cookies to obtain data about Internet users for our database of user information, widespread usage of software in China that disables or removes cookies would limit our ability to update and expand our user information and hinder our ability to provide effective targeted Internet marketing solutions to our clients. We cannot assure you that the proportion of Internet users who employ these or other similar technologies will not increase, thereby diminishing the efficiency of our Internet marketing solutions and causing demand for those solutions to decline.

Our role through Allyes as a supplier of ad space may harm our reputation as an independent purchasing agent and the reputation of our performance-based advertising network as a marketplace for ad space.

We currently participate in both the purchase and supply of Internet ad space through our online advertising agency business. We also facilitate purchases by our clients of ad space on our performance-based advertising

network and may act as sales representative to other Web publishers in the future. In addition, we supply ad space that we purchase from Web publishers on our performance-based advertising network from time to time to advertisers. Our role as a supplier of ad space might harm both our reputation as an independent purchasing agent and the reputation of our performance-based advertising network as a marketplace for ad space. If our reputation as an independent purchasing agent or the reputation of our performance-based advertising network is harmed, our clients may not purchase ad space from us and our business, financial condition and results of operations could be materially and adversely affected.

Our Internet advertising business could be materially and adversely affected if we are unable to introduce new or enhanced Internet marketing services and technologies that meet our clients’ requirements.

Our future success depends in part upon our ability to enhance and integrate our existing Internet marketing services and technologies that we provide through Allyes and to introduce new, competitively priced services and technologies with features that meet evolving client requirements, all in a timely and cost-effective manner. A number of factors, including the following, could have a negative impact on the success of our services and technologies:

• our failure to anticipate changes in clients’ requirements;

• our competitors’ introduction of new services and technologies ahead of our new services and technologies, or their introduction of superior or less expensive services and technologies;

• our failure to adapt to Internet advertising technology trends and evolving industry standards; and

• delays or difficulties in technology integration, customization or development.

The business and prospects of our online advertising agency business could be harmed if “click-through” fraud is not detected.

We are exposed to the risk of fraudulent clicks on ads posted on the performance-based advertising network of Allyes by individuals seeking to increase the advertising fees paid to our Web publishers. We may in the future have to refund revenue that our advertisers have paid to us and that was later attributed to click-through fraud. Click-through fraud occurs when an individual clicks on an ad displayed on a website for the sole intent of generating the revenue share payment to the publisher rather than to view the underlying content. From time to time we have experienced fraudulent clicks on the performance-based advertising network of Allyes and we do not allow our advertisers to be charged for such fraudulent clicks. This negatively affects the profitability of our online advertising agency business, and this type of fraudulent act could hurt our brand. If fraudulent clicks are not detected, the affected advertisers may experience a reduced return on their investment in our performance-based advertising network, which could lead the advertisers to become dissatisfied with our online advertising agency business, and in turn lead to loss of advertisers and the related revenue. Furthermore, fraudulent clicks directed at our performance-based advertising network or at other performance-based advertising platforms might encourage the perception among advertisers in China that performance-based sales models like cost-per-click or CPC and cost-per-action CPA are not effective, which could slow or even reverse the development of those sales models in China. This could adversely affect our business and our prospects.

System failures could significantly disrupt the operations of our online advertising agency business, which would cause us to lose clients or ad inventory.

Our ability to successfully provide clients with Internet marketing services and our performance-based advertising network, and our ability to access user information depends on the continuing and uninterrupted performance of our systems. Sustained or repeated system failures that interrupt our ability to provide services to clients, including failures affecting our ability to deliver ads quickly and accurately and to access our user information base to provide targeted solutions, would reduce significantly the attractiveness of our services to advertisers and Web publishers. Our online advertising agency business could be materially and adversely affected by any damage or failure that impacts data integrity or interrupts or delays our operations. Our computer systems are

vulnerable to damage from a variety of sources, including telecommunications failures, power outages, malicious or accidental human acts, and natural disasters. Moreover, despite network security measures, our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems in part because we cannot control the maintenance and operation of our third-party data centers. Despite the precautions taken, unanticipated problems affecting our systems could cause interruptions in the delivery of our solutions in the future and our ability to provide a record of past transactions. Our data centers and systems incorporate varying degrees of redundancy. All data centers and systems may not automatically switch over to their redundant counterpart. We carry no business insurance policies to compensate us for losses that could occur due to any failures in our systems.

If our Internet marketing technologies contain design or performance defects, our reputation and business may be harmed and we may need to expend significant resources to address liability.

Technologies as complex as ours may contain design and/or performance defects which are not detectable even after extensive internal testing. Such defects may become apparent only after widespread commercial use. Any design or performance defects in our Internet marketing technologies could have a material and adverse effect on our reputation and business. It is not clear whether China’s existing product liability laws apply to technology products like ours. We cannot assure you that if our Internet marketing technologies are found to have design or performance defects, we will not be liable for product liability claims in China. We do not carry any product liability insurance. Our contracts with our clients currently do not contain provisions to completely limit our exposure to liabilities resulting from product liability claims. Although we have not experienced any product liability claims to date, we cannot assure you that we will not do so in the future.

Additionally, we rely on our Internet marketing technologies (particularly our ad serving technology) to enhance our Internet marketing services and our performance-based advertising network. Any defect in those technologies could hinder the effectiveness of our Internet marketing services and our performance-based advertising network, which would have a material and adverse effect on our competitiveness, business and future prospects.

We may be liable for content that we serve onto Web publishers’ websites, which could increase our expenses.

We purchase ad space and then serve our clients’ ads into that ad space. We are liable under PRC law to ensure that the content of the ads that we serve is fair and accurate and is in full compliance with applicable law. Additionally, we may be liable to third-parties for content in our clients’ ads that we serve on Web publishers’ websites or deliver through our performance-based advertising network if those ads contain artwork, text or other content that violates third-parties’ copyrights, trademarks, or other intellectual property rights or if the content is defamatory. We typically indemnify Web publishers against liability arising from the content or nature of ads that we serve on their websites. Any claims or counterclaims against us could harm our reputation, be time-consuming, could result in costly litigation and could divert management’s attention.

The successful operation of our business depends upon the performance and reliability of the Internet infrastructure and fixed telecommunications networks in China.

Our business depends on the performance and reliability of the Internet infrastructure in China. Almost all access to the Internet is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the MII of China. In addition, the national networks in China are connected to the Internet through international gateways controlled by the PRC government. These international gateways are the only channels through which a domestic user can connect to the Internet. We cannot assure you that a more sophisticated Internet infrastructure will be developed in China. We or our clients may not have access to alternative networks in the event of disruptions, failures or other problems with China’s Internet infrastructure. In addition, the Internet infrastructure in China may not support the demands associated with our growth strategies. For example, we intend to expand our sales of rich media technologies, which are bandwidth-intensive. Limited bandwidth in China may hamper the effectiveness of our rich media technologies, which could harm our prospects and business and require us to purchase additional servers in our content distribution network.

We depend on the leadership and services of Jason Nanchun Jiang, who is our founder, executive chairman, chief executive officer and, through JJ Media Investment Holdings Limited, a wholly owned holding company, one of our largest shareholders, and our business and growth prospects may be severely disrupted if we lose his services.

Our future success is dependent upon the continued service of Jason Nanchun Jiang, our founder, executive chairman, chief executive officer and, through JJ Media Investment Holdings Limited, one of our largest shareholders. We rely on his industry expertise and experience in our business operations, and in particular, his business vision, management skills, and working relationships with our employees, our other major shareholders, many of our clients and landlords and property managers of the locations in our network. We do not maintain key-man life insurance for Mr. Jiang. If he was unable or unwilling to continue in his present position, or if he joined a competitor or formed a competing company in violation of his employment agreement and noncompetition agreement, we may not be able to replace him easily or at all. As a result, our business and growth prospects may be severely disrupted if we lose his services.

We may need additional capital and we may not be able to obtain it, which could adversely affect our liquidity and financial position.

We believe that our current cash and cash equivalents and cash flow from operations will be sufficient to meet our anticipated cash needs including for working capital and capital expenditures, for the foreseeable future. We may, however, require additional cash resources due to changed business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of convertible debt securities or additional equity securities, could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity.

Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including:

• investors’ perception of, and demand for, securities of alternative advertising media companies;

• conditions of the U.S. and other capital markets in which we may seek to raise funds;

• our future results of operations, financial condition and cash flows;

• PRC governmental regulation of foreign investment in advertising services companies in China;

• economic, political and other conditions in China; and

• PRC governmental policies relating to foreign currency borrowings.

We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us could have a material adverse effect on our liquidity and financial condition.

If we are unable to adapt to changing regulatory requirements or advertising trends and the technology needs of advertisers and consumers, we will not be able to compete effectively and we will be unable to increase or maintain our revenues which may materially and adversely affect our business prospects and revenues.

The market for advertising requires us to continuously identify new advertising trends and the technology needs of advertisers and consumers, which may require us to develop new features and enhancements for our advertising network. The majority of our displays use 17-inch liquid crystal displays screens. We also have a growing number of displays that use larger LCD and plasma screens as well as large size LED digital billboards. We also upgraded portions of our poster frame network with digital poster LCD displays. Allyes provides online

advertising services to customers. Our movie theater network provides advertising time prior to movie screenings by leasing screen time. In the future, subject to relevant PRC laws and regulations, we may use other technology, such as cable or broadband networking, advanced audio technologies and high-definition panel technology. We may be required to incur development and acquisition costs in order to keep pace with new technology needs but we may not have the financial resources necessary to fund and implement future technological innovations or to replace obsolete technology. Furthermore, we may fail to respond to these changing technology needs. For example, if the use of broadband networking capabilities on our advertising network becomes a commercially viable alternative and meets all applicable PRC legal and regulatory requirements, and we fail to implement such changes on our commercial location network and in-store network or fail to do so in a timely manner, our competitors or future entrants into the market who do take advantage of such initiatives could gain a competitive advantage over us. In addition, the local authorities may issue temporary restriction or prohibition on outdoor advertising at the regional level in light of public events of large scale held locally. For example, the Shanghai local government recently issued certain local regulations that prohibit advertising on ships (other than cargo ships and ferries) on the Huangpu River and Suzhou Creek area and restrictive rules for applying for outdoor advertising for the period of preparation and hosting of World EXPO 2010, which ends on October 31, 2010. If we cannot succeed in complying with new regulatory requirements or developing and introducing new features on a timely and cost-effective basis, advertiser demand for our advertising networks may decrease and we may not be able to compete effectively or attract advertising clients, which would have a material and adverse effect on our business prospects and revenues.

We may be subject to, and may expend significant resources in defending against, government actions and civil suits based on the content and services we provide through our advertising networks or Internet advertising services network.

PRC advertising laws and regulations require advertisers, advertising operators and advertising distributors, including businesses such as ours, to ensure that the content of the advertisements they prepare or distribute is fair and accurate and is in full compliance with applicable law. Violation of these laws or regulations may result in penalties, including fines, confiscation of advertising fees, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the PRC government may revoke a violator’s license for advertising business operations.

As an advertising service provider, we are obligated under PRC laws and regulations to monitor the advertising content that is shown on our advertising networks for compliance with applicable law. In addition, each of our regional distributors is obligated under PRC laws and regulations to monitor the advertising content shown on the portion of our LCD display network each of them operates. In general, the advertisements shown on our advertising network and the portion of our advertising network operated by our regional distributors have previously been broadcast over public television networks and have been subjected to internal review and verification of such networks. We and our regional distributors are still separately required to independently review and verify these advertisements for content compliance before displaying the advertisements. In addition, where a special government review is required for specific product advertisements before broadcasting, we and our regional distributors are separately obligated to confirm that such review has been performed and approval has been obtained. We employ, and our regional distributors are required under the terms of our agreements with them to employ, qualified advertising inspectors who are trained to review advertising content for compliance with relevant PRC laws and regulations. In addition, for advertising content related to specific types of products and services, such as alcohol, cosmetics, pharmaceuticals and medical procedures, we and our distributors are required to confirm that the advertisers have obtained requisite government approvals including the advertiser’s operating qualifications, proof of quality inspection of the advertised products, government pre-approval of the contents of the advertisement and filing with the local authorities. We endeavor to comply, and encourage our regional distributors to take measures to comply, with such requirements, including by requesting relevant documents from the advertisers. Starting in January 2006, we began to operate a network of advertising poster frames placed primarily in elevators and public areas of residential complexes. The advertisements shown on our poster frame network are defined as print advertisements under PRC laws and regulations and are also subject to the same legal requirements as advertisements shown on our LCD display networks. Outdoor advertisements must be registered with the local branch of the State Administration for Industry and Commerce, or SAIC, before dissemination, and advertising distributors are required to submit a registration application form and the content of the advertisement to the local SAIC and receive an advertising registration certificate from the local SAIC. Our reputation will be tarnished and our results of operations may be adversely affected if advertisements shown on our out-of-home television

advertising networks, poster frame network, movie theater or outdoor traditional or LED billboard network are provided to us by our advertising clients in violation of relevant PRC advertising laws and regulations or that the supporting documentation and government approvals provided to us by our advertising clients in connection with such advertising content are not complete or that the advertisements that our regional distributors have procured for broadcasting on our network have not received required approval from the relevant local supervisory bodies or are not content compliant.

In addition, we commenced operation of our traditional billboard network in January 2007. The placement and installation of traditional are subject to municipal zoning requirements and governmental approvals, including application for an outdoor advertising registration certificate for each traditional billboard subject to a term of use for a period of time, which is typically no more than two years for traditional billboards. If the existing traditional billboards placed by our location provider or us are required to be removed, the attractiveness of this portion of our advertising network will be diminished. Moreover, failure by an owner of traditional billboards to maintain outdoor advertising registration certificates would result in the inability to lease or market such space for the placement of advertisements.

China has also enacted regulations governing telecommunication service providers and the distribution of news and other information. In the past, the Chinese government has stopped the distribution of information over the Internet and telecommunications networks that it believes to violate Chinese law, including content that is pornographic or obscene, incites violence, endangers national security, is contrary to the national interest or is defamatory. If any of the content that we deliver through our Internet advertising network is found to violate Chinese laws and regulations, we could be subject to fines or suspensions.

Moreover, civil claims may be filed against us for fraud, defamation, subversion, negligence, copyright or trademark infringement or other violations due to the nature and content of the information displayed on our advertising network. If consumers find the content displayed on our advertising network to be offensive, landlords, property managers, other location providers or telecommunication network operators may seek to hold us responsible for any consumer claims or may terminate their relationships with us.

In addition, if the security of our content management system is breached through the placement of unauthorized compact flash, or CF cards in our flat-panel displays and unauthorized images, text or audio sounds are displayed on our advertising network, viewers or the PRC government may find these images, text or audio sounds to be offensive, which may subject us to civil liability or government censure despite our efforts to ensure the security of our content management system. Any such event may also damage our reputation. If our advertising viewers do not believe our content is reliable or accurate, our business model may become less appealing to viewers in China and our advertising clients may be less willing to place advertisements on our advertising network.

We may be subject to intellectual property infringement claims, which may force us to incur substantial legal expenses and, if determined adversely against us, may materially disrupt our business.

We cannot be certain that our advertising displays or other aspects of our business do not or will not infringe upon patents, copyrights or other intellectual property rights held by third parties. Although we are not aware of any such claims, we may become subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. If we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives. In addition, we may incur substantial expenses in defending against these third party infringement claims, regardless of their merit. Successful infringement or licensing claims against us may result in substantial monetary liabilities, which may materially and adversely disrupt our business.

Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business.

We regard our copyrights, trademarks, trade secrets and other intellectual property as critical to our success. Unauthorized use of the intellectual property used in our business may adversely affect our business and reputation.

We have historically relied on a combination of trademark and copyright law, trade secret protection and restrictions on disclosure to protect our intellectual property rights. We enter into confidentiality and invention assignment agreements with all our employees. We cannot assure you that these confidentiality agreements will not be breached, that we will have adequate remedies for any breach, or that our proprietary technology will not otherwise become known to, or be independently developed by, third parties.

We are in the process of registering in China many of the trademarks used in our business. We cannot assure you that any of our trademark applications will ultimately proceed to registration or will result in registration with scope adequate for our business. Some of our pending applications or registrations may be successfully challenged or invalidated by others. If our trademark applications are not successful, we may have to use different marks for affected services or technologies, or enter into arrangements with any third parties who may have prior registrations, applications or rights, which might not be available on commercially reasonable terms, if at all.

In addition, policing unauthorized use of our proprietary technology, trademarks and other intellectual property is difficult and expensive, and litigation may be necessary in the future to enforce our intellectual property rights. Future litigation could result in substantial costs and diversion of our resources, and could disrupt our business, as well as have a material adverse effect on our financial condition and results of operations.

We face significant competition, and if we do not compete successfully against new and existing competitors, we may lose our market share, and our profitability may be adversely affected.

We compete with other advertising companies in China. We compete for advertising clients primarily on the basis of network size and coverage, location, price, the range of services that we offer and our brand name. We also face competition from other out-of-home television advertising network operators for access to the most desirable locations in cities in China. Individual buildings, hotels, restaurants and other commercial locations and hypermarket, supermarket and convenience store chains may also decide to independently, or through third-party technology providers, install and operate their own flat-panel television advertising screens. Our in-store network faces competition with similar networks operated by domestic out-of-home advertising companies. Our Internet advertising services compete with those provided by domestic and international advertising agencies, including the WPP Group. We also compete for overall advertising spending with other alternative advertising media companies, such as Internet, wireless communications, street furniture, billboard, frame and public transport advertising companies, and with traditional advertising media, such as newspapers, television, magazines and radio.

In the future, we may also face competition from new entrants into the out-of-home television advertising sector. Our sector is characterized by relatively low fixed costs and, as is customary in the advertising industry, we do not have exclusive arrangements with our advertising clients. In addition, since December 10, 2005, wholly foreign-owned advertising companies are allowed to operate in China, which may expose us to increased competition from international advertising media companies attracted to opportunities in China.

Increased competition could reduce our operating margins and profitability and result in a loss of market share. Some of our existing and potential competitors may have competitive advantages, such as significantly greater financial, marketing or other resources, or exclusive arrangements with desirable locations, and others may successfully mimic and adopt our business model. Moreover, increased competition will provide advertisers with a wider range of media and advertising service alternatives, which could lead to lower prices and decreased revenues, gross margins and profits. We cannot assure you that we will be able to successfully compete against new or existing competitors.

We do not maintain any business liability disruption or litigation insurance coverage for our operations, and any business liability, disruption or litigation we experience might result in our incurring substantial costs and the diversion of resources.

The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products and do not, to our knowledge, offer business liability insurance. While business disruption insurance is available to a limited extent in China, we have determined that the risks of disruption, cost of such insurance and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. As a result, we do not have any business

liability, disruption or litigation insurance coverage for our operations in China. Any business disruption or litigation may result in our incurring substantial costs and the diversion of resources.

We may become a passive foreign investment company, or PFIC, which could result in adverse United States federal income tax consequences to U.S. investors.

Based upon the past and projected composition of our income and valuation of our assets, including goodwill, we believe we were not a passive foreign investment company, or PFIC, for 2009, we do not expect to be a PFIC for 2010, and we do not expect to become one in the future, although there can be no assurance in this regard. Furthermore, it is not entirely clear how the contractual arrangements between us and our consolidated VIEs will be treated for purposes of the PFIC rules. If, however, we were a PFIC, such characterization could result in adverse United States federal income tax consequences to you if you are a U.S. investor. For example, if we are a PFIC, our U.S. investors will become subject to increased tax liabilities under United States federal income tax laws and regulations and will become subject to burdensome reporting requirements. The determination of whether or not we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time. Specifically, we will be classified as a PFIC for United States federal income tax purposes if either: (i) 75% or more of our gross income in a taxable year is passive income, or (ii) the average percentage of our assets by value in a taxable year which produce or are held for the production of passive income (which includes cash) is at least 50%. The calculation of the value of our assets will be based, in part, on the then market value of our ADSs, which is subject to change. We cannot assure you that we will not be a PFIC for 2010 or any future taxable year. For more information on PFICs, see “Item 10.E Additional Information — Taxation — United States Federal Income Taxation”.

Risks Relating to Regulation of Our Business and to Our Structure

Contractual arrangements we have entered into among our subsidiaries and affiliated entities may be subject to scrutiny by the PRC tax authorities and a finding that we owe additional taxes or are ineligible for our tax exemption, or both, could substantially increase our taxes owed, and reduce our net income and the value of your investment.

Under PRC law, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. If any of the transactions we have entered into among our subsidiaries and operating affiliates are found not to be on an arm’s-length basis, or to result in an unreasonable reduction in tax under PRC law, the PRC tax authorities have the authority to disallow our tax savings, adjust the profits and losses of our respective PRC entities and assess late payment interest and penalties. See “Item 5. Operating and Financial Review and Prospects — Taxation” for a discussion of the transactions referred to above. In compliance with existing PRC law, our PRC operating subsidiaries and affiliates have filed with the relevant tax authorities on an annual basis a report disclosing any related party transactions. As of the date of this Form 20-F, we have not received any order or notice from the PRC tax authorities requiring an upward adjustment of our tax liability or otherwise challenging any related party transaction. However, there can be no assurance that the PRC tax authorities will not conduct an audit or issue any negative order with respect to any related party transaction in the future. A finding by the PRC tax authorities that any of our PRC operating subsidiaries or affiliated entities are ineligible for their tax exemptions or an order by the PRC tax authorities that requires an upward adjustment on taxation or any interest on late payments or other penalties should be imposed would substantially increase our taxes owed and reduce our net income and the value of your investment. As a result of this risk, you should evaluate our results of operations and financial condition without regard to these tax savings.

Our business operations may be affected by legislative or regulatory changes.

There are no existing PRC laws or regulations that specifically define or regulate out-of-home television. Changes in laws and regulations or the enactment of new laws and regulations governing placement or content of out-of-home advertising, our business licenses or otherwise affecting our business in China may materially and adversely affect our business prospects and results of operations. An example of regulatory changes that affected our business was the introduction of “anti-spam” rules governing the sending of SMS messages without a user’s consent. These changes in rules governing wireless services contributed to a market environment that eventually contributed to our decision to terminate our mobile handset advertising network in April and December 2008.

Further, in 2009, in response to a regulation promulgated by Shanghai Municipality Government in early 2009, regarding the operation of boat-based advertising platform on the Huangpu River, we suspended operation of the LED billboard abroad the boat. Accordingly, we recorded an aggregate impairment loss of $36.9 million for the year ended December 31, 2009 as, following renovations and outfitting of the boat for non-passenger and non-cargo services and an eight-month solicitation effort to use the boat for advertising purposes in other markets, we were unable to find a suitable alternative market where the boat could be put to active use.

Risks Relating to the People’s Republic of China

Substantially all of our assets are located in China and substantially all of our revenues are derived from our operations in China. Accordingly, our business, financial condition, results of operations and prospects are subject, to a significant extent, to economic, political and legal developments in China.

The PRC’s economic, political and social conditions, as well as governmental policies, could affect the financial markets in China and our liquidity and access to capital and our ability to operate our business.

The PRC economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth over the past, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on us. For example, under current PRC regulations, since December 10, 2005, foreign entities have been allowed to directly own 100% of a PRC advertising business if the foreign entity has at least three years of direct operations of an advertising business outside of China, or to directly own less than 100% of a PRC advertising business if the foreign entity has at least two years of direct operations of an advertising business outside of China. This may encourage foreign advertising companies with more experience, greater technological know-how and more extensive financial resources than we have to compete against us and limit the potential for our growth. Moreover, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.

The PRC economy has been transitioning from a planned economy to a more market-oriented economy. Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency- denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Since late 2003, the PRC government implemented a number of measures, such as raising bank reserves against deposit rates to place additional limitations on the ability of commercial banks to make loans and raise interest rates, in order to slow down specific segments of China’s economy which it believed to be overheating. These actions, as well as future actions and policies of the PRC government, could materially affect our liquidity and access to capital and our ability to operate our business.

The PRC legal system embodies uncertainties which could limit the legal protections available to you and us.

The PRC legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past 31 years has significantly enhanced the protections afforded to various forms of foreign investment in China. Each of our PRC operating subsidiaries and affiliates is subject to PRC laws and regulations. However, these laws, regulations and legal requirements change frequently, and their interpretation and enforcement involve uncertainties. For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we

enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into with our operating affiliates. In addition, such uncertainties, including the inability to enforce our contracts, could materially and adversely affect our business and operation. In addition, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the PRC legal system, particularly with regard to the advertising industry, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with Focus Media Advertisement and its subsidiaries and shareholders, and other foreign investors, including you.

If tax benefits currently available to us in PRC were no longer available, our effective income tax rates for our PRC operations could increase.

We are incorporated in the Cayman Islands where no income taxes are imposed.

We generated substantially all our net income from our PRC operations. Our China operations are conducted through various subsidiaries and operating affiliates. Prior to January 1, 2008, pursuant to the PRC Income Tax Laws, our subsidiaries and operating affiliates were generally subject to EIT at a statutory rate of 33%. Some of the Company’s indirect subsidiaries and operating affiliates were newly incorporated enterprises engaged in advertising industry which were entitled to a two-year tax exemption holiday, commencing from the first operating year. One of our operating subsidiaries, Beijing Focus Media Wireless Co., Ltd., was a qualified high and new technology enterprise under PRC enterprise income tax laws and thus enjoyed 0% for 2008 and will enjoy a 50% reduction off the tax rate from 2009 through 2011 based on the transitional rule under the PRC Enterprise Income Tax Law, or the New Law. For the years ended December 31, 2008 and 2009, Beijing Focus Media Wireless Co., Ltd., was subject to a preferential tax rate of 0% and 10% accordingly.

The newly enacted New Law, and the implementation regulations to the New Law issued by the PRC State Council, became effective as of January 1, 2008. Under the New Law, China adopted a uniform tax rate of 25% for all enterprises (including domestically-owned enterprises and foreign-invested enterprises) and revoked the previous tax exemption, reduction and preferential treatments applicable to foreign-invested enterprises. There is a transition period for enterprises, whether foreign-invested or domestic, which received preferential tax treatments granted by relevant tax authorities prior to January 1, 2008. Enterprises that were subject to an enterprise income tax rate lower than 25% prior to January 1, 2008 may continue to enjoy the lower rate and gradually transition to the new tax rate within five years after the effective date of the New Law subject to relevant transaction rules. Enterprises that were entitled to exemptions or reductions from the standard income tax rate for a fixed term prior to January 1, 2008 may continue to enjoy such treatment until the fixed term expires. Preferential tax treatments may be granted to industries and projects that are strongly supported and encouraged by the state, and enterprises that qualify as “High and New Technology Enterprise” (“HNTE”) are entitled to a 15% enterprise income tax rate or if the HNTE is registered in some specific areas designated by the State Council, may further entitled to a full exemption from EIT for the first 2 years, and a 50% tax reduction in the following 3 years. Currently, one of the Company’s subsidiaries is in the process of applying for HNTE status in China. This tax status, if available, along with the applicable tax holidays, will allow the subsidiary to benefit from a 0% tax rate for year 2010. The Company expects to receive the approval by the appropriate government authorities within 2010, but there is no guarantee that the governmental authorities will grant such approval.

Most of the Company’s PRC operating subsidiaries and affiliates have completed transition from 33% to 25% starting from January 1, 2008. Those that enjoyed a lower tax rate of 15% before January 1, 2008 will gradually transition to the uniform tax rate of 25% from 2008 to 2012 unless they obtain the HNTE status under the New Law. We cannot assure you that the tax authorities will not, in the future, discontinue any of our preferential tax treatments, potentially with retroactive effect. The discontinuation of our preferential tax treatments or the change of the applicable preferential tax rate could materially increase our tax obligations.

Dividends we receive from our operating subsidiaries located in the PRC may be subject to PRC withholding tax.

The New Law, and the implementation regulations for the New Law issued by the PRC State Council, became effective as of January 1, 2008. The New Law provides that a maximum income tax rate of 20% will be

applicable to dividends payable to non-PRC investors that are “non-resident enterprises,” to the extent such dividends are derived from sources within the PRC, and the State Council has reduced such rate to 10% through the implementation regulations. Pursuant to the New Law, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in China to its foreign investors will be subject to a 10% withholding tax, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement.

We are a Cayman Islands holding company and substantially all of our income may be derived from dividends we receive from our operating subsidiaries located in the PRC. Thus, dividends paid to us by our WFOE operating subsidiaries in China may be subject to the 10% withholding tax if we are considered as a “non-resident enterprise” under the New Law. If we are required under the New Law to pay income tax for any dividends we receive from our subsidiaries, it will materially and adversely affect the amount of dividends, if any, we may pay to our shareholders and ADS holders. Furthermore, the State Administration of Taxation promulgated the Notice on How to Understand and Determine the Beneficial Owners in Tax Agreement in October 2009, or Circular 601, which provides guidance for determining whether a resident of a contracting state is the “beneficial owner” of an item of income under China’s tax treaties and tax arrangements with other countries or regions. According to Circular 601, a beneficial owner generally must be engaged in substantive business activities. An agent or conduit company will not be regarded as a beneficial owner and, therefore, will not qualify for treaty benefits. The conduit company normally refers to a company that is set up for the purpose of avoiding or reducing taxes or transferring or accumulating profits. We cannot assure you that any dividends to be distributed by our WFOE operating subsidiaries to our non-PRC subsidiaries who are their respective overseas parent companies, will be entitled to the benefits under the relevant tax treaties or other similar tax arrangements.

Dividends payable by us to our foreign investors and gain on the sale of our ADSs or ordinary shares may become subject to taxes under PRC tax laws.

Under the New Law and implementation regulations issued by the State Council, PRC income tax at the rate of 10% is applicable to dividends payable to investors that are “non-resident enterprises,” which do not have an establishment or place of business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends have their sources within the PRC. Similarly, any gain realized on the transfer of ADSs or shares by such investors is also subject to 10% PRC income tax if such gain is regarded as income derived from sources within the PRC. It is unclear whether dividends we pay with respect to our ordinary shares or ADSs, or the gain you may realize from the transfer of our ordinary shares or ADSs, would be treated as income derived from sources within the PRC and be subject to PRC tax. If we are required under the New Law to withhold PRC income tax on dividends payable to our non-PRC investors that are “non-resident enterprises,” or if you are required to pay PRC income tax on the transfer of our ordinary shares or ADSs, the value of your investment in our ordinary shares or ADSs may be materially and adversely affected.

The New Law also provides that dividend income between “qualified resident enterprises” is exempted income, which may imply that dividends we receive from our PRC subsidiaries would be exempt from income tax if we are treated as a PRC resident enterprise for tax purpose, but we cannot assure you that we will be able to obtain such treatment for dividends paid to us by our PRC subsidiaries. Moreover, if we are deemed to be a PRC resident enterprise under the New Law, a foreign investor in us may be able to claim the benefits of any income tax treaty between his or her resident country and China. We cannot assure you, however, that treaty benefits will be available to you (for example with respect to the withholding tax rate on dividends) even if we are deemed a PRC resident enterprise.

Our PRC operating subsidiaries and operating affiliates may have engaged in business activities without the necessary registration with local authorities. This could subject us to fines or other penalties, which could negatively impact our revenues or interfere with our ability to operate our business.

According to relevant PRC laws, a company shall conduct business within its business scope and make supplementary registration with the relevant company registration authority if the company expands or changes its business operation. Furthermore, a company that sets up a branch to conduct an advertising business in a location where it is not registered must register with the local branch of the SAIC. As our business expands, some of our

indirect operating subsidiaries or our operating affiliates may fail to register with the relevant local branch of SAIC for their expansion of business or for their branch offices in each of the cities where we operate and, as a result, we may be subject to administrative order for rectification and penalties for failing to register. These penalties may include, fines, disgorgement of profits or revocation of business license of our operating subsidiaries or our operating affiliates, although we believe that, as a matter of practice, the authorities typically impose an extreme penalty only after repeated warnings are ignored or where a violation is blatant and continuous. Because of the discretionary nature of regulatory enforcements in the PRC, we cannot assure you that we will not be subject to these penalties as a result of violations of the requirement to register with the local branches of SAIC for our local branch offices or for our expansion of business, or that these penalties would not substantially inhibit our ability to operate our business.

The strengthened scrutiny over acquisition and disposition transactions by the PRC tax authorities may have a negative impact on us or your disposition of our ordinary shares or ADSs.

Our operations and transactions are subject to review by the PRC tax authorities pursuant to relevant PRC laws and regulations. However, these laws, regulations and legal requirements change frequently, and their interpretation and enforcement involve uncertainties. For example, in connection with the New Law, the Ministry of Finance and State Administration of Taxation jointly issued, on April 30, 2009, the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise Restructuring Business, or Circular 59. On December 10, 2009, the State Administration of Taxation issued the Notice on Strengthening the Management on Enterprise Income Tax for Non-resident Enterprises Equity Transfer, or Circular 698. Both Circular 59 and Circular 698 became effective retroactively on January 1, 2008. Under the two circulars, we and certain of our subsidiaries and affiliates may be subject to additional income tax on capital gains generated from their disposition of relevant equity interests in 2008, 2009 and 2010. The PRC tax authorities have the discretion under Circular 59 and Circular 698 to make adjustments to the taxable capital gains based on the difference between the fair value of the equity interests transferred and the cost of investment. If the PRC tax authorities make such adjustment, our income tax costs will be increased.

By promulgating and implementing the circulars, the PRC tax authorities have strengthened their scrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a non-resident enterprise. For example, Circular 698 specifies that the PRC State Administration of Taxation is entitled to redefine the nature of an equity transfer where offshore holding vehicles are interposed for tax-avoidance purposes and without reasonable commercial purpose and thus impose PRC income tax to a transfer of equity in an offshore company. Further, non-resident enterprises may be required to file with the PRC tax authorities to report their indirect transfer of equity interests in a PRC resident company if the transferred offshore holding vehicles are incorporated in a tax jurisdiction where the effective income tax rate is less than 12.5% or if the income of its residents derived outside of such jurisdiction is free of income tax. It is not clear to what extent the holders of our shares or ADS will be subject to these requirements. We have conducted and may conduct acquisitions and dispositions involving complex corporate structures, but we may not be able to make timely filing with the PRC tax authorities as requested. The PRC tax authorities may, at their discretion, impose or adjust the capital gains on us for any of our historical or future acquisitions and dispositions or on the holders of our shares or ADSs for their disposition of our shares or ADSs or request us or the holders of our shares or ADSs to submit additional documentation for their review in connection with any relevant acquisitions or disposition, and thus causing us or the holders of our shares or ADSs to incur additional costs.

A PRC rule on mergers and acquisitions may subject us to sanctions, fines and other penalties and affect our future business growth through acquisition of complementary business.

On August 8, 2006, six PRC government and regulatory authorities, including the PRC Ministry of Commerce and the Chinese Securities Regulatory Commission, or the CSRC, promulgated a rule entitled “Provisions regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors,” or the New M&A Rule, which became effective on September 8, 2006 and was revised in 2009. The New M&A Rule, among other things, requires that an offshore special purpose vehicle, or SPV, formed for the listing purpose through acquisition of a PRC domestic entity and controlled by PRC residents should obtain approval from the CSRC prior to publicly listing its securities on an overseas stock market. Based on consultation with the International Department of the CSRC regarding its interpretation of the New M&A Rule, our PRC counsel, Global Law Office, advised us that the CSRC approval was not required for the listing of our ADSs on Nasdaq Global Market and subsequent offerings.

However, we cannot assure you that the relevant PRC government agency, including the Ministry of Commerce or other applicable departments of the CSRC, would reach the same conclusion as our PRC counsel. If the CSRC or other PRC regulatory body subsequently determines that the CSRC’s approval was, or will be, required for future offerings of our ADSs on Nasdaq Global Market, and we may face sanctions by the CSRC or other PRC regulatory agencies. In such event, these regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the repatriation of the proceeds from any offering of our ADSs into the PRC, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs.

The New M&A Rule also established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. In the future, we may grow our business in part by acquiring complementary businesses, although we do not have any plans to do so at this time. Complying with the requirements of the New M&A Rule to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the Ministry of Commerce, may delay or inhibit the completion of such transactions, which could affect our ability to expand our business or maintain our market share.

Restrictions on currency exchange may limit our ability to utilize our revenues effectively.

Substantially all of our revenues and operating expenses are denominated in Renminbi. The Renminbi is currently convertible under the “current account”, which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account”, which includes foreign direct investment and loans. Currently, each of our WFOE operating subsidiaries may purchase foreign exchange for settlement of “current account transactions”, including payment of dividends to us, without the approval of SAFE. However, we cannot assure you that the relevant PRC governmental authorities will not further limit or eliminate our ability to purchase foreign currencies in the future. Since a significant amount of our future revenues will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize revenues generated in Renminbi to fund our business activities outside China, if any, or expenditures denominated in foreign currencies. Foreign exchange transactions under the capital account are still subject to limitations and require approvals from, or registration with, the State Administration of Foreign Exchange and other relevant PRC governmental authorities. This could affect the ability of each of WFOE operating subsidiaries to obtain foreign exchange through debt or equity financing, including by means of loans or capital contributions from us. It may also restrict our ability to remit amounts overseas including to our Cayman Islands holding company. If we transfer amounts to overseas accounts, it may be deemed a dividend paid on profits which is subject to PRC taxation, which could affect the feasibility and efficiency of conducting actions overseas, such as issuing dividends to shareholders, conducting share repurchase programs or otherwise.

Fluctuations in exchange rates could result in foreign currency exchange losses.

Appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Since July 2005 the Renminbi is no longer pegged solely to the U.S. dollar. Instead, it is reported to be pegged against a basket of currencies, determined by the People’s Bank of China, against which it can rise or fall by as much as 0.3% each day. This change in policy has resulted in the gradual increase in the value of the Renminbi against the U.S. dollar over time. As of June 18, 2009, the Renminbi had appreciated approximately 17.5% against the U.S. dollar since July 21, 2005. On June 18, 2008, the Renminbi was valued against the U.S. dollar at approximately RMB 6.8267 to the U.S. dollar. The Renminbi may appreciate or depreciate significantly in value against the U.S. dollar in the long term, depending on the fluctuation of the basket of currencies against which it is currently valued or it may be permitted to enter into a full float, which may also result in a significant appreciation or depreciation of the Renminbi against the U.S. dollar. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue in the future which will be exchanged into U.S. dollars and earnings from and the value of any U.S. dollar-denominated investments we make in the future.

Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to

foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to successfully hedge our exposure at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency.

Our financial and operating performance may be adversely affected by epidemics, natural disasters and other catastrophes

From December 2002 to June 2003, China and other countries experienced an outbreak of a new and highly contagious form of atypical pneumonia now known as severe acute respiratory syndrome, or SARS. On July 5, 2003, the World Health Organization declared that the SARS outbreak had been contained. Since September 2003, however, a number of isolated new cases of SARS have been reported, most recently in central China in April 2004. During May and June of 2003, many businesses in China were closed by the PRC government to prevent transmission of SARS. In addition, many countries, including China, have encountered incidents of the H5N1 strain of bird flu, or avian flu. This disease, which is spread through poultry populations, is capable in some circumstances of being transmitted to humans and is often fatal. In April 2009, an outbreak of the H1N1 virus, also commonly referred to as “swine flu”, occurred in Mexico and spread to other countries. Cases of swine flu were reported in Hong Kong and mainland China. A new outbreak of SARS or an outbreak of avian or swine flu may result in health or other government authorities requiring the closure of our offices or other businesses, including office buildings, retail stores and other commercial venues, which comprise the primary locations where we provide our out-of-home television and poster frame advertising services. Any recurrence of the SARS outbreak, an outbreak of avian or swine flu or a development of a similar health hazard in China, may deter people from congregating in public places, including a range of commercial locations such as office buildings and retail stores. Such occurrences would severely impact the value of our LCD display and poster frame networks to advertisers, significantly reduce the advertising time purchased by advertisers and severely disrupt our business and operations. In addition, losses caused by epidemics, natural disasters and other catastrophes, including earthquakes or typhoons, are either uninsurable or too expensive to justify insuring against in China. In the event an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a hotel, as well as the anticipated future revenues from the hotel. In that event, we might nevertheless remain obligated for any financial commitments related to the hotel.

Similarly, war (including the potential of war), terrorist activity (including threats of terrorist activity), social unrest and heightened travel security measures instituted in response, travel-related accidents, as well as geopolitical uncertainty and international conflict, will affect travel and may in turn have a material adverse effect on our business and results of operations. In addition, we may not be adequately prepared in contingency planning or recovery capability in relation to a major incident or crisis, and as a result, our operational continuity may be adversely and materially affected and our reputation may be harmed.

Risks Relating to Our ADSs and Our Trading Markets

The price of our ADSs has been volatile and may continue to be volatile, which may make it difficult for holders to resell the ADSs when desired or at attractive prices.

The trading price of our ADSs has been and may continue to be subject to wide fluctuations. Since July 13, 2005, the closing prices of our ADSs on the Nasdaq Global Market has ranged from a low of $4.84 to a high of $65.88 per ADS and the last reported sale price on June 28, 2010 was $17.05. From July 13, 2005 until April 10, 2007, we used an ADS-to-share ratio of 10-to-one. Starting April 11, 2007, we reduced this ratio to five-to-one. All ADS trading prices on the Nasdaq set forth in this annual report, including historical trading and closing prices, have been adjusted to reflect the new ADS-to-share ratio of five-to-one. Our ADS price may fluctuate in response to a number of events and factors. The financial markets in general, and the market prices for many PRC companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies.

In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for specific business reasons. Factors such as variations in our revenues, earnings and cash flow, announcements of new investments, cooperation arrangements or acquisitions, and fluctuations in market prices for

our advertising network could cause the market price for our ADSs to change substantially. Any of these factors may result in large and sudden changes in the volume and price at which our ADSs will trade. We cannot give any assurance that these factors will not occur in the future.

As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, including the requirement for shareholder approval for the issuance of shares to officers or directors in a private placement at a price less than market value of the shares, which is considered a form of equity compensation. This may afford less protection to holders of our ordinary shares and ADSs.

The Nasdaq Listing Rules in general require listed companies to follow a stipulated set of corporate governance practices. As a foreign private issuer, we are permitted to, and we will, follow home country corporate governance practices instead of certain requirements of the Nasdaq Listing Rules, including, among others, the shareholder approval rules. Under Nasdaq Listing Rule 5635(c), shareholder approval is required prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain exceptions. This includes the issuance of shares to officers or directors in a private placement at a price less than market value, which is considered a form of equity compensation. The corporate governance practice in our home country, the Cayman Islands, does not require shareholder approval for the issuance of shares to officers or directors in a private placement at a price less than the greater of book value and market value, provided that the directors consider the issue price represents fair value for the shares being issued. We currently rely upon the relevant home country exemption in lieu of the requirement for shareholder approval of such share issuances. For example, in connection with the subscription for our ordinary shares by JJ Media Investment Holding Limited (an entity owned by Jason Nanchun Jiang) in September 2009, our audit committee approved a price equal to the per-share equivalent average trading price of our ADSs during the twenty days prior to the subscription date, which in the event was slightly lower than market value but which our directors considered to represent fair value. As a result, you may receive less shareholder protection from dilution and other matters than if we were not a foreign private issuer.

We have in the past failed to comply with Nasdaq Listing Rules, including the timely filing of our annual report and maintaining a majority of independent directors on our board of directors.

Our failure to timely file our 2006 annual report on Form 20-F subjected us to delisting review by the Nasdaq Listing Qualifications Panel. In addition, in the past we previously failed to maintain a majority of independent directors on our board of directors, which put us out of compliance with Nasdaq Listing Rule 5605. See “Management”. On October 4, 2007, we received a letter from Nasdaq Listing Qualifications notifying us that we had regained compliance with all Nasdaq listing qualifications by filing our annual report for 2006.

Our historical failure to comply with Nasdaq Listing Rules has on one occasion subjected us to delisting review. If for any reason we fail to maintain compliance with Nasdaq Listing Rules in the future, we could be subject to additional delisting procedures and sanctions, which could affect our reputation and the market value of our securities, and could result in shareholder litigation, which may divert the attention of our management and force us to expend resources to defend against such claims. Any litigation may have a material and adverse effect on our business and future results of operations.

A significant percentage of our outstanding ordinary shares is beneficially owned by JJ Media Investment Holding Limited, an entity owned by Jason Nanchun Jiang, our founder, chairman and chief executive officer, and as a result, he may have significantly greater influence on us and our corporate actions by nature of the size of his shareholdings relative to our public shareholders.

Jason Nanchun Jiang beneficially owns approximately 15.05% of our outstanding ordinary shares through his investment entity JJ Media Investment Holding Limited. Accordingly, Jason Nanchun Jiang has significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. Further, Jason Nanchun Jiang is also one of two shareholders of certain of our affiliated PRC entities with which we have contractual arrangements that are essential to our business. The

continuing cooperation of these PRC affiliated entities, and their shareholders, branches and subsidiaries, is important to our business. Without Jason Nanchun Jiang’s consent, we could be prevented from entering into transactions or conducting business that could be beneficial to us. Accordingly, Mr. Jiang’s control of Focus Media Advertisement could hinder any change in control of our business, particularly where such change of control would benefit shareholders other than Mr. Jiang. It would be difficult for us to change our corporate structure if any disputes arise between us and Mr. Jiang or if he fails to carry out his contractual and fiduciary obligations to us. Thus, Jason Nanchun Jiang’s interests as an officer and employee may differ from his interests as a shareholder or from the interests of our other shareholders, including you.

Anti-takeover provisions in our charter documents may discourage any hostile acquisition attempt by a third party, which could limit our shareholders’ opportunity to sell their shares at a premium.

Our amended and restated memorandum and articles of association include provisions that could limit the ability of others to acquire control of us, modify our structure or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction.

For example, our board of directors will have the authority, without further action by our shareholders, to issue preference shares in one or more series and to fix the powers and rights of these shares, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares. Preference shares could thus be issued quickly with terms calculated to delay or prevent a change in control or make removal of management more difficult. In addition, if the Board of Directors issues preference shares, the market price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be adversely affected.

In addition, some actions require the approval of a supermajority of at least two thirds of our board of directors which, among other things, would allow our non-independent directors to block a variety of actions or transactions, such as a merger, asset sale or other change of control, even if all of our independent directors unanimously voted in favor of such action, further depriving our shareholders of an opportunity to sell their shares at a premium. In addition, our directors serve terms of three years each, which terms are not staggered. The length of these terms could present an additional obstacle against the taking of an action, such as a merger or other change of control, that could be in the interest of our shareholders.

We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you may have less protection of your shareholder rights than you would under U.S. law.

Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Cayman Islands Companies Law and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.

Judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands company and substantially all of our assets are located outside of the United States. All of our current operations are conducted in the PRC. In addition, most of our directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets of these persons are located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, most of whom are not resident in the United States and the substantial majority of whose assets are located outside of the United States. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of United States courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. In addition, there is uncertainty as to whether such Cayman Islands or PRC courts would be competent to hear original actions brought in the Cayman Islands or the PRC against us or such persons predicated upon the securities laws of the United States or any state.

The voting rights of holders of ADSs are limited by the terms of the deposit agreement.

Holders of our ADSs may only exercise their voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Upon receipt of voting instructions from a holder of ADSs in the manner set forth in the deposit agreement, the depositary will endeavor to vote the underlying ordinary shares in accordance with these instructions. Under our amended and restated memorandum and articles of association and Cayman Islands law, the minimum notice period required for convening a general meeting is ten days. When a general meeting is convened, you may not receive sufficient notice of a shareholders’ meeting to permit you to withdraw your ordinary shares to allow you to cast your vote with respect to any specific matter at the meeting. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ordinary shares are not voted as you requested.

The depositary for our ADSs will give us a discretionary proxy to vote our ordinary shares underlying your ADSs if you do not vote at shareholders’ meetings, except in limited circumstances, which could adversely affect your interests.

Under the deposit agreement for the ADSs, the depositary will give us a discretionary proxy to vote our ordinary shares underlying your ADSs at shareholders’ meetings if you do not vote, unless:

• we have failed to timely provide the depositary with our notice of meeting and related voting materials;

• we have instructed the depositary that we do not wish a discretionary proxy to be given;

• we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;

• a matter to be voted on at the meeting would have a material adverse impact on shareholders; or

• voting at the meeting is made on a show of hands.

The effect of this discretionary proxy is that you cannot prevent our ordinary shares underlying your ADSs from being voted, absent the situations described above, and it may make it more difficult for shareholders to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy.

You may not receive distributions on our ordinary shares or any value for them if it is illegal or impractical to make them available to you.

The depositary of our ADSs has agreed to pay you the cash dividends or other distributions it or the custodian for our ADSs receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of our ordinary shares your ADSs represent. However, the depositary is not responsible if it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed pursuant to an applicable exemption from registration. The depositary is not responsible for making a distribution available to any holders of ADSs if any government approval or registration required for such distribution cannot be obtained after reasonable efforts made by the depositary. We have no obligation to take any other action to permit the distribution of our ADSs, ordinary shares, rights or anything else to holders of our ADSs. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you. These restrictions may have a material and adverse effect on the value of your ADSs.

You may be subject to limitations on transfer of your ADSs.

Your ADSs represented by American Depositary Receipts are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Our legal and commercial name is Focus Media Holding Limited. Our principal executive offices are located at Unit No.1 on the 20th Floor of The Centrium, 60 Wyndham Street, Central, Hong Kong, and our telephone number is +852-3752-8009. Our Internet website address is www.focusmedia.cn . Our predecessor company, Shanghai Aiqi Advertisement Co., Ltd., or Aiqi Advertisement, was established by immediate family members of Jason Nanchun Jiang in September 1997 and operated as an advertising agency. In May 2003, Aiqi Advertisement discontinued its advertising agency business, was renamed Shanghai Focus Media Advertisement Co., Ltd., commenced operation of our out-of-home television advertising network in China and reorganized its shareholdings. At the same time, we entered into arrangements with Focus Media Advertisement that resulted in the consolidation of Focus Media Advertisement. Following this reorganization Jason Nanchun Jiang continued to hold a controlling interest in Focus Media Advertisement.

In conjunction with the change in our business model in May 2003 and to facilitate foreign investment in our company, we established our offshore holding company, Focus Media Holding Limited as a company registered in the British Virgin Islands. On April 1, 2005, we completed the process of changing Focus Media Holding Limited’s corporate domicile to the Cayman Islands and we are now a Cayman Islands company. On July 13, 2005, our ADSs were listed for quotation on the Nasdaq Global Market and on July 19, we and certain of our shareholders completed an initial public offering and sale of 11,615,000 ADSs.

In January 2006, we acquired Infoachieve Limited which is also referred to as Framedia throughout this annual report, which operates a network of advertising poster frames placed primarily in elevators and public areas of residential complexes in China.

In January 2006, we and certain of our shareholders completed a public offering and sale of 7,415,389 ADSs.

In February 2006, we acquired Target Media, which operated an out-of-home advertising network using flat-panel displays placed in elevator lobbies and other public areas in commercial buildings, hospitals, hotels, banks, residential buildings, convenience stores and other locations in cities in China. Since the completion of the acquisition of Target Media, the legal entities of Target Media and its affiliates and subsidiaries have been dissolved and their operations have been integrated with our operations.

On June 21, 2006, we and certain of our shareholders completed a public offering and sale of 7,700,000 ADSs.

In September 2006, we completed the acquisition of 70% of the equity interest in Appreciate Capital Limited, or ACL, a British Virgin Islands company. ACL, through its affiliated PRC entity, leases screen time from movie theaters in cities in China, which it then sells as screen time slots to advertisers.

In September 2006, certain of our shareholders completed a public offering and sale of 2,459,345 ADSs.

In September 2006, Jason Nanchun Jiang (through his entity JJ Media Investment Holding Limited), our chairman, entered into a variable pre-paid forward contract with Credit Suisse, pursuant to which JJ Media Investment Holding Limited pledged and monetized 20 million of our ordinary shares held by JJ Media Investment Holding Limited.

During the fourth quarter of 2006, we completed the acquisition of Fengjing Advertisement. We signed a definitive term sheet to acquire 95% of Fengjing Advertisement Company (“Fengjing”) in July 2006 to further expand our outdoor LED network in Shanghai.

In the first quarter of 2007, we acquired Homesky Investment Ltd., a British Virgin Islands company, which operates a traditional billboard network through its PRC affiliates,

In March 2007, we completed the acquisition of Allyes Information Technology Company Limited, or Allyes, a Cayman Islands company, which operates an Internet advertising marketing agency and technology services company through its PRC affiliated entities.

In June 2007, we acquired Hua Kuang Advertising Company Limited, a Hong Kong company, and its PRC subsidiary, which operates a traditional billboard network through its PRC affiliates.

On November 13, 2007, we and certain of our shareholders, primarily consisting of the former shareholders of Framedia, Dotad and Allyes, completed a public offering and sale of 13,720,873 ADSs, representing 68,604,365 ordinary shares.

On March 20, 2008, our executive chairman Jason Nanchun Jiang, through his entity JJ Media Investment Holding Limited, purchased 100,000 Focus Media ADSs at an average price of USD 34.19 per ADS in the open market.

On July 16, 2008, we announced the implementation of a share repurchase program of up to $100 million, pursuant to which we repurchased approximately 2,588,342 of our ADSs on the open market for approximately $47.5 million.

On September 23, 2009, Jason Nanchun Jiang, through JJ Media Investment Holding Limited, subscribed for 75 million ordinary shares to be newly issued by the Company. The shares were issued on November 18, 2009.

In February 2010, we announced the implementation of a share repurchase program of up to $200 million over the next twelve months which we increased to up to $300 million in August 2010. We repurchased approximately 11,915,944 of our ADS for approximately $236.7 million up to September 20, 2010, which included a privately negotiated repurchase of 9,523,810 ADSs from Fosun International for $200 million.

For a description of our principal capital expenditures and divestitures, see “Acquisitions” and “Capital Expenditure” in “Item 5. Operating and Financial Review and Prospects—Acquisitions” and “—B. Liquidity and Capital Resources—Capital Expenditures”.

B. Business Overview

The Company is founded on two major premises:

Continued growth of the Chinese advertising market driven by the increasing urban population and the increasing disposable income of the Chinese population impelled by continued moderate to high speed GDP growth in China

The philosophy that the evolution of the Chinese urban population lifestyle triggers the evolution of the advertising spending pattern in China and hence presents market opportunities for the company to capture the shift in advertising spending. As the Chinese urban population lifestyle changes, consumers become increasingly more elusive to advertisers, and have over time resulted in making traditional media such as television and newspapers advertising increasingly ineffective and inefficient. As a result, the Company has and will continue to seek to build dominant market share in media platforms that are more effective and efficient in capturing the attention of the Chinese urban population.

We are now a China’s leading multi-platform digital media company, operate the largest LCD display network in China using audiovisual digital displays in commercial locations, based on the number of locations and number of LCD flat-panel television displays in our network, the largest poster frame network, based on the number of locations and number of poster frames and digital poster frames in our network, operate the largest LCD display network in China using audiovisual digital displays in supermarkets and hypermarkets, and also are a leading provider of Internet marketing solutions in China

The following is a summary description of the networks we operate:

• our LCD display network, which refers to our network of flat-panel television displays placed in high-traffic areas of commercial and public buildings marketed to advertisers as a network or as seven separate channels targeting different types of consumers—our premier A and B office building channels, travel, fashion, elite and IT mall channels;

• our poster frame network, which refers to our network of traditional and digital advertising poster frames placed mainly in the elevators and public areas of residential complexes which we market under the brand name Framedia;

• our in-store network, which refers to our network of flat-panel television displays placed in specific product areas inside stores with high-traffic concentrations such as selected consumer product sections, the main aisles and check-out lines in large-scale chain retail stores, or hypermarkets, as well as inside selected supermarkets and convenience stores;

• our Internet advertising services network, which refers to our Internet advertising agency and advertising services technology, including performance-based software suites.

• our traditional billboard network, which refers to our network of large outdoor poster billboards installed on street-sides in major shopping districts and other locations with heavy pedestrian traffic in Shanghai, Beijing, Guangzhou, Shenzhen and other cities in China; and

• our movie theater advertising network, which refers to our right to sell advertising time on movie screens for the three minutes prior to movie screenings at movie theaters in China.

Since we commenced our current business operations in May 2003, we have experienced significant growth in our network and in our financial results. As of December 31, 2009, we operated our LCD display network directly in over 60 major cities throughout China, including Beijing, Shanghai, Guangzhou and Shenzhen. As of December 31, 2009, we covered approximately 35 additional cities through contractual arrangements with regional distributors. Between January 1, 2009 and December 31, 2009, the number of displays in our LCD display network increased from 128,033 to 131,006. In the first quarter of 2009, we suspended operation of a significant portion of the approximately 200 outdoor LED billboards we had operated in Shanghai due to new government regulations governing the use of curbside billboards. For the same reason, we suspended operation of the LED billboard aboard the boat. As of December 31, 2009, we operated approximately 335 traditional billboards in prime commercial and shopping areas and along national and provincial highways. In addition, as of the same date, the installed base of our hypermarkets network was 1,368 stores. Our in-store network also covered 243 supermarkets and 1,486 convenience stores as of December 31, 2009. The number of displays installed in our in-store network was 44,517 as of December 31, 2009. The total number of non-digital frames available for sale on our poster frame network was 225,104 as of December 31, 2009, as well as 35,972 digital frames as of the same date, mainly in Beijing, Shanghai, Guangzhou and Shenzhen.

The following table sets forth operating data related to our network for the periods indicated:


	For and as of the three months ended
	March 31, 2008		June 30, 2008		September 30, 2008		December 31, 2008		March 31, 2009		June 30, 2009		September 30, 2009		December 31, 2009
LCD display network:
Number of displays:
Our direct cities		114,426		117,440		114,300		122,597		125,796		128,089		125,467		125,595
Our regional distributors(1)		4,814		5,700		5,831		5,436		5,423		5,425		5,423		5,411

Total		119,240		123,140		120,131		128,033		131,219		133,514		130,890		131,006

In-store network:(2)
Number of displays in our in-store network		61,420		58,493		56,614		42,824		42,340		44,783		45,195		44,517

Number of stores in our in-store network		3,874		3,609		3,479		3,275		3,171		3,209		3,265		3,097

Poster frame network:
Number of frames installed in our poster frame network(3) (4)		246,920		275,985		303,359		324,364		327,969		284,988		262,301		261,076


(1)		Data that has been provided by our regional distributors is based on the results of surveys we requested them to provide to us and it is possible such data is not entirely accurate

(2)		After December 31, 2008, no longer includes CGEN, whose operations we terminated in December 2008.

(3)		Includes both traditional poster frames and, for periods starting from June 30, 2007, digital frames.

(4)		Decline primarily attributable to continuing optimization of our network.

LCD display network

The majority of displays on our LCD display network are currently placed in heavy-traffic areas of commercial office buildings. The locations in our LCD display network also include shopping malls, banks and hotels as well as more specialized locations such as hospitals, beauty parlors and golf country clubs. We market our LCD display network to advertisers of consumer products and services, such as automobiles, home electronics, mobile communications devices and services, cosmetics, health products and financial services. As of December 31, 2009, our LCD display network, including the portions of our LCD display network operated by our regional distributors, was comprised of 131,006 flat-panel displays placed in approximately 95 cities throughout China. We operate our LCD display network directly in approximately 60 cities and indirectly through contractual arrangements with regional distributors in approximately 35 additional cities. We have established distributors in 16 countries and regions outside of mainland China, including Hong Kong, Taiwan, Singapore, Philippines, Vietnam, Indonesia, Malaysia, India, Saudi Arabia, Central America and Panama, Australia, Russia, and the United Arab Emirates through contracts with local operators which operate local commercial location networks and which license our brand name. None of these arrangements outside of China currently constitutes a material part of our business.

As we expand the number of venues in our LCD display network, we continue to separate certain types of venues into distinct stand-alone channels of this network. As of December 31, 2009, we had established six such stand-alone channels that are marketed as separate focused channels of our LCD display network: our premier office building A and B, travel, fashion, elite and IT mall channels. Starting in January 2008, operation of our former healthcare channel has been carried out through a strategic investment in Yanhuang Health Media Limited, or Yanhuang Health Media. We transferred ownership of our installed healthcare channel base of approximately 2,461 LCD screens in 31 cities in China to Yanhuang Health Media in exchange for a 20% equity interest in Yanhuang Health Media. In 2008, we took an investment loss of approximately US0.4 million in our investment in Yanhuang Health Media and wrote off our investment in that entity.

A majority of the content displayed on our LCD and in-store networks consists of advertisements which are broadcast repeatedly approximately 60 times throughout a day. Advertisements on our outdoor LED billboard network are broadcast repeatedly approximately 120 times throughout a day.

We believe that by increasingly offering new advertising channels on our out-of-home television networks, we will be able to offer advertisers more targeted and effective audience reach, thereby enabling us to increase our advertising rates.

Expanding our network through regional distributors enables us to provide our advertisers with broader nationwide coverage and to test, develop and evaluate these regional advertising markets without our having to incur start-up and ongoing expenses at the early stages of their development. We also seek to acquire our regional distributors when we believe it is more likely for us to benefit economically from the full integration of their operations into our network. We do not have the contractual right to purchase our regional distributors, and any such acquisition must be negotiated with each regional distributor separately.

Each of our regional distributors operates independently from us and is responsible for independently complying with all relevant PRC laws and regulations including those related to advertising. We periodically monitor our regional distributors to ensure they have obtained all required licenses and are complying with regulations relating to advertising content. See “Item 3D Risk Factors — Risks Relating to Our Business and Industry — One or more of our regional distributors could engage in activities that are harmful to our reputation in the industry and to our business”.

Traditional billboard network

We operate traditional outdoor poster billboards of approximately 200 m 2 to 300 m 2 in size that are in installed on the street-sides in major shopping districts and other locations with heavy pedestrian traffic in Beijing, Shanghai, Guangzhou and most tier 2 cities. We also operate traditional poster billboards of 18 meters by 6 meters by the roadsides of national and provincial highways. As of December 31, 2009, we operated approximately 335 traditional poster billboards in prime commercial and shopping areas and along national and provincial highways. In the third quarter of 2009, we disposed of one of our subsidiaries which was engaged in the traditional outdoor billboard advertising business.

Movie theater advertising network

We operate our movie theater advertising network by selling leased screen time as time slots to advertisers. We have the right to three minutes of screen time prior to the screening of each movie shown in the theater. As of December 31, 2009, we had rights to lease advertising time on screens in 269 movie theaters in cities across China.

In-store Network

As part of our growth strategy, we commenced operations of our in-store network in April 2005. As of December 31, 2009, we had placed 44,517 flat-panel displays in 1,368 hypermarkets, 243 supermarkets and 1,486 convenience stores throughout China. We believe the rapid expansion of hypermarkets and other chain retail stores in China provides opportunities and incentives for advertisers to take advantage of in-store television advertising networks such as our in-store network. Our in-store network primarily attracts advertisers of food and beverage products, household, kitchen and bathroom products, and household appliances.

In January 2008, we completed the acquisition of CGEN. In December 2008, we disposed of the CGEN operations. Accordingly, the CGEN portion of our in-store network has ceased operations and we no longer derive material revenues from this operation.

Poster Frame Network

We own and operate a network of traditional and digital advertising poster frames deployed primarily in the elevators and public areas of residential complexes under the brand name “Framedia”. We place two or three advertising frames in each elevator in which we lease space and sell frame space to advertising clients on a per frame basis for periods of two weeks or longer. As of December 31, 2009, we had installed 261,076 poster frames including 35,972 digital poster frames in cities throughout China. Our digital frames use high-resolution LCD displays with integrated sound, all-angle viewing and remote control technologies. Our poster frame network consists of advertising poster frames placed in elevators and public areas in residential complexes and commercial locations. Our advertising posters include both traditional printed posters as well as digital LCD poster frames with integrated sound, all-angle and remote control technologies. Generally two or three advertising poster frames can be placed in each elevator.

Internet Advertising Services Network

In March 2007, we completed the acquisition of 100% of the equity interests in Allyes. We made a number of additional smaller Internet advertising companies in 2007 and 2008, although certain of the acquired entities were subsequently disposed of in the third and fourth quarters of 2009. In January 2010, certain Allyes employees and management and directors and certain members of the Company’s management and directors entered into a definitive agreement with us and Allyes to buy-out an aggregate 38% interest in Allyes from us,. Allyes is a leading Internet advertising agency and provider of Internet advertising technology in China. Its proprietary software application suite, ‘AdForward’, which covers all aspects of online ad publishing, creative production, tracking, targeting, and performance analysis, is used by independent commercial websites and ad agencies in China. Based on the significant number of Internet advertising campaigns it has executed since its inception in 2000, its widely-used Internet application software and its unique tracking technology, Allyes has accumulated a large database of Internet viewers, segmented based on individual behavior. Allyes initiated the performance-based online advertising model in China. Its advertising network, ‘SmartTrade’, allows advertisers to pay by CPA (cost-per-action), and directly links advertising cost with performance. SmartTrade has integrated advertising resources from over 6,000 popular websites, making it one of the largest performance-based online advertising networks in China.

Our Internet advertising services network uses proprietary software applications to provide online ad publishing, creative production, tracking, targeting, and performance analysis. We also provide performance-based online advertising services providing advertisers with pay by CPA (cost-per-action), directly link advertising cost with performance. Our Internet advertising services network has integrated advertising resources from over 6,000 popular websites, making it the largest performance-based online advertising network in China.

Advertising Clients, Sales and Marketing

Our Advertising Clients. The quality and coverage of our network has attracted a broad base of international and domestic advertising clients. Our advertising clients include leading international and domestic brand name advertisers such as P&G China, L’Oreal China, Mazda, Mengniu Dairy, Amway China, Yum! Brands Inc., China Telecom and Dong Feng Auto (including joint venture brands with Toyota and Peugeot) and Chrysler China, which together accounted for approximately 19% of our aggregate revenue for continuing and discontinued operations in 2009.

No single advertising client accounted for more than 8% of our revenues in 2009. We believe the appeal and effectiveness of our advertising network is largely evidenced by the number of advertising clients who place multiple advertising campaigns on our network, which is reflected in the percentage increase of advertising fees we receive from clients over time.

Sales. We employ an experienced advertising sales force in each city in which we operate. We provide in-house education and training to our sales force to ensure they provide our current and prospective clients with comprehensive information about our services, the advantages of using our advertising networks as marketing channels, and relevant information regarding the advertising industry. Our sales team is organized by city, industry and client accounts. We also market our advertising services from time to time by placing advertisements on third-party media, including primarily magazines and Internet websites. We maintain separate sales teams for our poster frame network and our Internet advertising services network. We have begun engaging in limited cross-selling initiatives to enable existing and potential advertising clients to take advantage of our multi-platform advertising network.

Advertising Contracts. We offer advertisers five-, fifteen- or thirty-second time slots on our LCD display, in-store, outdoor LED and movie theater advertising networks. For our LCD display network, our standard advertising package includes a time slot on our entire network or a particular channel in each city in which the advertiser wishes to display the advertisement. For our traditional billboard network, we provide billboard space on a monthly basis. For our movie theater advertising network, time slots are sold on a regional or entire network basis. Our sales are made pursuant to written contracts with commitments ranging from one week to several months. Our advertising rates vary by city and by the number of cities in which the advertisement is placed, as well as by the length of the time slot purchased and the duration of the advertising campaign. We generally require our clients to submit advertising content at least seven days prior to the campaign start date. We also reserve the right to refuse to disseminate advertisements that are not in compliance with content requirements under PRC laws and regulations.

Advertising contracts for our in-store network, outdoor LED network and movie theater advertising network are substantially similar to those used for our LCD flat-panel display network. Advertising clients generally purchase time slots on our in-store network on a chain-by-chain basis, while time slots on the outdoor LED network cover the entire network and contracts on our movie theater advertising network are done on a regional or entire network basis.

For our poster frame network, advertising clients purchase frame space on a per-frame basis for terms of one week or more. For our Internet advertising services, we provide Internet advertising solutions for advertisers tailored to their needs.

Network Monitoring and Media Measurement. We provide a number of services in connection with each client’s advertising campaign following the sales process. Our network operations team monitors the displays in our network on a daily basis. They are also responsible for compiling reports that are supplied under some of our agreements to clients as evidence of the broadcast of their advertisements on our network. The report generally includes a list of buildings where our client’s advertisements were broadcast as well as photographs of representative television displays showing their advertisements being displayed. The advertising campaign reports are provided to our clients for information purposes and do not constitute a customer acceptance provision. The reports we provide to our clients may also contain portions prepared by independent third-party research companies that verify the proper functioning of our flat-panel displays and the proper dissemination of the advertisement, by conducting on-site evaluations and polls to analyze the effectiveness of and public reaction to the advertisement.

Aside from third-party verification services, we and our regional distributors conduct substantially all client services using our own employees or the employees of the relevant regional distributor. In Beijing and Guangzhou, we contract some of these services to third-party agents. These agents provide us with network development, installation, maintenance, monitoring and reporting services.

We believe our advertising clients derive substantial value from our ability to provide advertising services targeted at specific segments of consumer markets. Market research is an important part of evaluating the effectiveness and value of our business to advertisers. We conduct market research, consumer surveys, demographic analysis and other advertising industry research for internal use to evaluate new and existing advertising channels. We also purchase or commission studies containing relevant market study data from reputable third-party market research firms, such as Nielsen Media Research, CTR Market Research and Sinomonitor. We typically consult such studies to assist us in evaluating the effectiveness of our network to our advertisers. A number of these studies contain research on the numbers and socio-economic and demographic profiles of the people who visit the locations of our network.

Programming

Substantially all of the content on our out-of-home television advertising networks consists of audiovisual television advertising provided to us by our advertising clients. We also provide a limited amount of time for landlords and property managers to display location-specific information, building announcements and related promotional material on our network. We do not produce or create any of the advertising content shown on our network, except our own marketing content. All of the advertising content displayed on the portion of the network we operate directly is reviewed by qualified members of our staff to ensure compliance with PRC laws and regulations, while our agreements with our regional distributors require each of them to review the contents shown on the portion of the network they operate for compliance with PRC laws and regulations. See “Item 4.B Information on the Company—Business Overview—Regulatory Matters — Regulation of Advertising Services — Advertising Content”.

Advertisements on our poster frame network consist of full-color glossy advertising posters designed and provided by our advertising clients.

Pricing

For information regarding factors affecting our pricing, refer to “Factors that Affect Our Advertising Service Revenue” in Item 5 — Operating and Financial Review and Prospects.

Relationships with Location Providers

We install our flat-panel displays in selected spaces we lease in office buildings and other commercial locations, hypermarkets, supermarkets and convenience stores. We install our advertising poster frames in elevators and other public areas in residential complexes. Establishing and maintaining long-term relationships with landlords and property managers is a critical aspect of our business. We employ a team of location relationship personnel in each city in which we operate directly who are responsible for identifying desirable locations, negotiating display and frame placement agreements and engaging in ongoing site placement relations.

In addition to helping us expand our network, our location relationship personnel ensure that the needs and concerns of landlords and property managers are being met and addressed effectively and on a timely basis. These concerns generally include ensuring that the flat-panel displays are properly installed and are in proper working condition. We undertake to landlords and property managers in our network to maintain the proper operation of our flat-panel displays. We generally rely on our own employees to install, maintain, monitor and repair our flat-panel displays and advertising poster frames. Each of our flat-panel displays is inspected at least once daily.

We enter into display placement agreements with individual landlords, property managers, hotels, shopping malls and chain store companies under which we generally pay a fixed annual rent in exchange for the right to display advertising and commercial media in lobby and elevator areas in the case of our commercial location

network and in specific product areas in the major aisles and near check-out counters in hypermarkets, supermarkets and convenience stores in the case of our in-store network. In Beijing and Guangzhou, we contract a portion of the location development, monitoring and maintenance work to local agents. We attempt to maintain terms favorable to our network operations in our display placement agreements, such as long-term leases and exclusivity provisions. We are not reliant on any one landlord or property manager for a material portion of our network coverage. As hypermarkets, supermarkets and convenience stores have control over multiple locations, a smaller number of display placement agreements and contractual arrangements account for a larger percentage of our in-store network coverage.

We believe that landlords and property managers generally do not view us as a major source of revenue and are instead primarily attracted to our flat-panel displays as an innovative and visually pleasing medium that complements their public areas and that provides an engaging means of conveying building-related information to their tenants. In connection with certain of our display placement agreements, we agree to provide concessions and services, such as displaying building-related notifications, publicity and other information provided by the landlord or property manager or granting time slots to the landlord or property manager for their own promotional purposes.

Our display placement agreements have initial terms ranging anywhere from one to ten years. As of December 31, 2008, we had the right under the majority of our display placement agreements to renew the display placement agreements provided that the terms offered by us are no less favorable than those offered by competing bidders. The rental terms and fees under our display placement agreements vary considerably depending on the city, location of the building, size of the building and number of flat-panel displays that may be installed. Under our display placement agreements, we retain ownership of the flat-panel displays.

We enter into similar frame and billboard placement agreements for the deployment of our advertising poster frames in elevators and public areas of residential complexes and commercial buildings and for traditional outdoor billboards. The majority of our frame placement agreements have terms of two to three years, and contain exclusivity and best offer renewal rights.

Technology and Suppliers

Out-of-home television advertising is a relatively new advertising medium that owes its development in large part to the emergence of new technologies, such as low-cost, light-weight, flat-panel television displays and compact storage technology. The primary hardware required for the operation of our business consists of components that comprise the flat-panel displays we use in our advertising network. We also develop and install software in our flat-panel displays to assist us with the configuration, editing and operation of our advertising content cycles. Maintaining a steady supply of our proprietary flat-panel displays is important to our operations and the growth of our advertising network.

We design the distinctive shape of our flat-panel displays, identify suppliers of component parts used in our displays and contract the assembly of our flat-panel displays to third-party contract assemblers. Our contract assemblers are responsible for purchasing the component parts from suppliers we identify each month and assembling the flat-panel displays according to our specifications using components purchased in off-the-shelf form from wholesale distributors. We select component suppliers based on price and quality. As there are many qualified alternative suppliers for our equipment, our obligation to our current contract assemblers is not exclusive. We have never experienced any material delay or interruption in the supply of our flat-panel displays.

Our services provided through Allyes use proprietary ad serving solutions that assist advertisers, advertising agencies and web publishers in creating and delivering Internet ads, monitoring and analyzing website traffic, tracking the performance of advertising campaigns and implementing direct marketing. Most of the Allyes software applications, from Internet marketing technologies to the applications that operate our servers, are proprietary and were developed in-house by Allyes’ research and development team.

Competition

We compete with other advertising companies in China including television broadcasters, newspapers and magazines as well as companies that operate outdoor and out-of-home or telecommunications-based advertising media networks, such as JCDecaux, ClearMedia, SearchMedia, AirMedia and VisionChina. We compete for advertising clients primarily on the basis of our strength of our sales force, network size and coverage, location, price, the range of services that we offer and our brand name. We also compete for overall advertising spending with other alternative advertising media companies, such as Internet, street furniture, billboard, frame and public transport advertising companies, and with traditional advertising media, such as newspapers, television, magazines and radio. We have developed a business model that we believe enables us to:

• attain high market share;

• offer relatively fixed costs that allow us to leverage our earnings on revenue growth; and

• provides us with relative control over our rental costs.

Facilities

We currently maintain our headquarters at Unit No.1, 20th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong. We also have offices in more than 50 other cities in China.

Regulatory Matters

We operate our business in China under a legal regime consisting of the State Council, which is the highest authority of the executive branch of the PRC central government, and several ministries and agencies under its authority including the State Administration for Industry and Commerce, or SAIC.

China’s Advertising Law was promulgated in 1994. In addition, the State Council, SAIC and other ministries and agencies have issued regulations that regulate our business, which are discussed below.

Limitations on Foreign Ownership in the Advertising Industry

The principal regulations governing foreign ownership in the advertising industry in China include:

• The Catalogue for Guiding Foreign Investment in Industry (2007); and

• The Administrative Regulations on Foreign-invested Advertising Enterprises (2008).

These regulations require foreign entities that directly invest in the advertising industry to have at least two years of direct operations in the advertising industry outside of China. Since December 10, 2005, foreign investors have been permitted to own directly a 100% interest in advertising companies in China, but such foreign investors are also required to have at least three years of direct operations in the advertising industry outside of China. PRC laws and regulations do not permit the transfer of any approvals, licenses or permits, including business licenses containing a scope of business that permits engaging in the advertising business. In the event we are able to qualify to acquire the equity interest of our PRC operating affiliates under the rules allowing complete foreign ownership, our PRC operating subsidiaries would continue to exist as the holders of the required advertising licenses consistent with current regulatory requirements.

Since we have not been involved in advertising outside of China for the required number of years, our WFOE operating subsidiaries, which are directly owned by non-PRC subsidiaries of ours, are currently ineligible to apply for the required advertising services licenses in China. Our non-PRC subsidiaries are ineligible to apply for such required licenses too. As such, our advertising business is currently provided partly through contractual arrangements between certain of our WFOE operating subsidiaries and our consolidated affiliated entities in China, which we collectively refer to as our PRC operating affiliates, including Shanghai Focus Media Advertisement Co.,

Ltd. and its subsidiaries with regard to our out-of-home television networks and movie theatre advertising network. Our poster frame network, traditional billboard network and a portion of our out-of-home television network are conducted by our indirect PRC subsidiaries owned by our WFOE operating subsidiaries. Accordingly, our advertising services are currently conducted by (i) our indirect PRC operating subsidiaries and (ii) our PRC operating affiliates. Our PRC operating affiliates are owned or controlled by(i) one or more individuals designated by us, (ii) one or more PRC entities owned by other PRC operating affiliates or (iii) a combination of individuals and PRC entities owned by other PRC operating affiliates. Certain of our PRC operating affiliates and certain of our indirect PRC operating subsidiaries hold the requisite licenses to provide advertising services in China. Our PRC operating subsidiaries have entered into a series of contractual arrangements with certain of our PRC operating affiliates and their respective shareholders under which:

• we are able to exert effective control over our PRC operating affiliates;

• a substantial portion of the economic benefits of our PRC operating affiliates will be maintained by us; and

• we have an exclusive option to purchase all or part of the equity interests in our PRC operating affiliates that are owned by the individuals or entities designated by us, as well as all or a part of the assets of our PRC operating affiliates, in each case when and to the extent permitted by PRC law.

See “Item 4.C Information on the Company—Organizational Structure” and “Item 7.B Major Shareholders and Related Party Transactions—Related Party Transactions”.

Current PRC regulations, however, do not treat an indirect PRC subsidiary of a foreign entity as a “foreign invested enterprise” where such PRC subsidiary is owned directly by a PRC entity. As such, our indirect PRC operating subsidiaries which are directly owned by our WFOE operating subsidiaries are not expressly subject to the restrictions on foreign investment in advertising industry and are eligible to apply for the required licenses for providing advertising services in China. Several of our indirect PRC operating subsidiaries, such as Shanghai Focus Media Defeng Advertisement Co., Ltd., or Focus Media Defeng Advertisement, have obtained such licenses and a portion of our commercial location network advertising business is carried out through such indirect PRC operating subsidiaries.

In the opinion of Global Law Office, our PRC legal counsel,

• the respective ownership structures of our PRC operating subsidiaries and their respective PRC affiliates and subsidiaries are in compliance with existing PRC laws and regulations;

• the contractual arrangements among our PRC operating subsidiaries and their respective PRC affiliates, subsidiaries and PRC shareholders of their PRC affiliates, in each case governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect, save that equity pledge created under equity pledge agreements are unenforceable before the relevant equity pledge registration with the local SAIC is duly completed; and

• the PRC business operations of our PRC operating subsidiaries and their respective affiliates and subsidiaries as described in this annual report, are in compliance with existing PRC laws and regulations in all material respects.

We received an updated legal opinion from Global Law Office on November 5, 2010. Such opinion reflected updates to our corporate structure, including the disposal of Allyes and certain PRC operating affiliates and recent establishment or acquisition of certain PRC operating subsidiaries, and were based upon laws and regulations in effect on the dates the legal opinions were issued.

structure for operating our China business do not comply with PRC governmental restrictions on foreign investment in the advertising industry, we could be subject to severe penalties”, “—If the PRC government finds that the ownership structure of our operation affiliates violates PRC laws as a result of the change in Jason Nanchun Jiang’s citizenship, we could be subject to severe penalties, and our ability to conduct our business may affected in a material and adverse way”, and “ —We use contractual arrangements with our PRC operating affiliates and their shareholders for a significant portion of our China operations, and uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements and thus our ability to conduct our business”.

Regulation of Advertising Services

Business License for Advertising Companies

The principal regulations governing advertising businesses in China include:

• The Advertising Law (1994);

• The Advertising Administrative Regulations (1987); and

• The Implementing Rules for the Advertising Administrative Regulations (2004).

These regulations stipulate that companies that engage in advertising activities must obtain from the SAIC or its local branches a business license which specifically includes operating an advertising business within its business scope. Companies conducting advertising activities without such a license may be subject to penalties, including fines, confiscation of advertising income and orders to cease advertising operations. The business license of an advertising company is valid for the duration of its existence, unless the license is suspended or revoked due to a violation of any relevant law or regulation. We do not expect to encounter any difficulties in maintaining our business licenses. Our PRC operating affiliates, certain of their respective subsidiaries and certain of our indirect PRC operating subsidiaries have obtained, or in the case of some of our new directly-operated cities, are in the process of obtaining such a business license from the local branches of the SAIC as required by the existing PRC regulations. Some of our regional distributors may not possess all the licenses required to operate an advertising business, or may fail to maintain the licenses they currently hold. We periodically monitor our regional distributors to ensure they have obtained all required licenses and are complying with regulations relating to advertising content, although it is possible that one or more of our regional distributors may not be in compliance with all PRC regulations at all times. To our knowledge, all of our regional distributors have received, or are in the process of obtaining, the licenses required to operate an advertising business. If we learn that any of our regional distributors are not in compliance with applicable terms and regulations we notify such regional distributors of the need to complete any necessary procedures and to report any developments to us. If a regional distributor fails to complete the steps necessary to receive the required licenses, we will take steps to terminate the contract with such regional distributor. See “Item 3.D Key Information—Risk Factors — Risks Relating to Our Business and Industry — One or more of our regional distributors could engage in activities that are harmful to our reputation in the industry and to our business”.

Advertising Content

PRC advertising laws and regulations set forth certain content requirements for advertisements in China, which include prohibitions on, among other things, misleading content, superlative wording, socially destabilizing content or content involving obscenities, superstition, violence, discrimination or infringement of the public interest. Advertisements for anesthetic, psychotropic, toxic or radioactive drugs are prohibited. It is prohibited to disseminate tobacco advertisements via broadcast or print media. It is also prohibited to display tobacco advertisements in any waiting lounge, theater, cinema, conference hall, stadium or other public area. There are also specific restrictions and requirements regarding advertisements that relate to matters such as patented products or processes, pharmaceuticals, medical instruments, agrochemicals, foodstuff, alcohol and cosmetics. In addition, all advertisements relating to pharmaceuticals, medical instruments, agrochemicals and veterinary pharmaceuticals advertised through radio, film, television, newspaper, magazine, out-of-home and other forms of media, together with any other advertisements which are subject to censorship by administrative authorities according to relevant

laws and administrative regulations, must be submitted to the relevant administrative authorities in charge of administrating relevant industries for content approval prior to dissemination. Detailed requirements on the aforesaid content approval vary based on the type of the advertised commodity under various special advertising regulations. In general, the relevant governmental authorities will review the supporting documents evidencing that the relevant advertisement clients have obtained requisite industry licenses or qualifications for their business operation and sufficient permits required for specific type of the communities, and the supporting documents justifying the accuracy of the advertisement contents such as certificates of patents as described by relevant advertisements. Upon the approval, the relevant approval authorities usually issue certificates or permits evidencing the approval. We do not believe that advertisements containing content subject to restriction or censorship comprise a material portion of the advertisements shown on our network.

Advertisers, advertising operators and advertising distributors are required by PRC advertising laws and regulations to ensure that the content of the advertisements they prepare or distribute are true and in full compliance with applicable law. In providing advertising services, advertising operators and advertising distributors must employ qualified advertising inspectors to review the prescribed supporting documents provided by advertisers for advertisements and to verify that the content of the advertisements comply with applicable PRC laws and regulations. We also design our advertising contracts terms to provide us with the contractual rights to early terminate the agreements and cancel the advertisement dissemination plan in case the advertisement contents contradict the content requirements under the PRC laws. In addition, prior to distributing advertisements for certain commodities and services which are subject to government censorship and approval, advertising distributors are obligated to ensure that such censorship has been performed and approval has been obtained. For example, for those subject to prior content approval such as health foods, medical instruments, medical treatments, pharmaceuticals, veterinary pharmaceuticals and pesticides, the advertising distributors are obligated to review the prior content approval certificate or permits. For certain other types of advertisements such as those on foodstuffs, cosmetics, real properties, alcohol, and cultural performances, the advertising distributors are required to review special supporting documents evidencing the accuracy of the advertisement contents, including without limitation proof of quality inspection of the advertised products or services. Violation of these regulations may result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the SAIC or its local branches may revoke violators’ licenses or permits for advertising business operations. Furthermore, advertisers, advertising operators or advertising distributors may be subject to civil liability if they infringe on the legal rights and interests of third parties such as the intellectual property rights of the other parties or the reputation of our clients’ competitors in the course of their advertising business.

Our sales function is separate from our legal and compliance function, but we train all of our sales staff to be aware and knowledgeable about government rules and regulations relating to advertising content. We do not generally produce or generate advertising content ourselves, but disseminate advertising content that has already been produced and been through the necessary review and approval processes, and do not believe there are significant conflicts between our staff’s sales role and the need to review for legal compliance. Our legal and compliance function separately reviews content for compliance with relevant laws. In additional, as we generally do not produce advertising content but display advertising produced by our clients or their advertising agents, we require our clients to provide advertising content that has been reviewed by the relevant authorities and received the relevant approvals.

Outdoor Advertising

The Advertising Law stipulates that the exhibition and display of outdoor advertisements must not:

• utilize traffic safety facilities and traffic signs;

• impede the use of public facilities, traffic safety facilities and traffic signs;

• obstruct commercial and public activities or create an eyesore in urban areas;

• be placed in restrictive areas near government offices, cultural landmarks or historical or scenic sites; and

• be placed in areas prohibited by the local governments from having outdoor advertisements.

In additional to the Advertising Law, the SAIC promulgated the Outdoor Advertising Registration Administrative Regulations on May 22, 2006, which governs the outdoor advertising industry in China.

Outdoor advertisements in China must be registered with the local SAIC before dissemination. The advertising distributors are required to submit a registration application form and other supporting documents for registration. After review and examination, if an application complies with the requirements, the local SAIC will issue an Outdoor Advertising Registration Certificate for such advertisement. The content, format, specification, dissemination period, and location of the outdoor advertisement must be submitted for filing with the local SAIC.

The placement and installation of LED billboards are subject to municipal zoning requirements and governmental approvals, including application for an outdoor advertising registration certificate for each LED billboard, which may be subject to a term of use that is governed by local outdoor advertising regulations and varies accordingly. We use Beijing and Shanghai, which are our major operation locations, as examples. In Beijing, the maximum length of such term of use for a LED billboard is of four years while it is of six years in Shanghai. If the existing LED billboards placed by our LED location provider or us are required to be removed, the attractiveness of this portion of our advertising network will be diminished. Moreover, failure by an owner of LED billboards to maintain outdoor advertising registration certificates would result in the inability to lease or market such space for the placement of advertisements.

The local authorities may issue temporary restriction or prohibitions on outdoor advertising at the regional level in light of public events of large scale held locally. The Shanghai local government has recently issued certain local regulations that prohibit advertising on ships (other than cargo ships and ferries) on the Huangpu River and Suzhou Creek area and more restrictive rules for applying for outdoor advertising for the period of preparation and hosting of World EXPO 2010 which ends on October 31, 2010.

Print Advertising

Following our acquisition of Framedia on January 1, 2006, we also operate a network of advertising poster frames placed primarily in the elevators and public areas of residential complexes. The advertisements shown on our poster frame network are defined as “normal print advertisements” under the Print Advertisements Administrative Regulations promulgated by the SAIC on January 13, 2000, as amended on November 30, 2004, or the Print Advertisements Regulations. Under these regulations, print advertisements must not be placed in areas prohibited by laws or regulations from posting print advertisements.

Regulation of Foreign Exchange in Certain Onshore and Offshore Transactions

In January and April 2005, the PRC State Administration of Foreign Exchange, or SAFE, issued two rules that require PRC residents to register with and receive approvals from SAFE in connection with their offshore investment activities. SAFE has announced that the purpose of these regulations is to achieve the proper balance of foreign exchange and the standardization of the cross-border flow of funds.

On October 21, 2005, SAFE issued the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-raising and Reverse Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies, or Notice 75, which became effective as of November 1, 2005. Notice 75 replaced the two rules issued by SAFE in January and April 2005 mentioned above.

According to Notice 75 and other relevant SAFE regulations:

• prior to establishing or assuming control of an offshore company for the purpose of financing that offshore company with assets or equity interests in an onshore enterprise in the PRC, each PRC resident, whether a natural or legal person, must complete the overseas investment foreign exchange registration procedures with the relevant local SAFE branch;

• an amendment to the registration with the local SAFE branch is required to be filed by any PRC resident that directly or indirectly holds interests in that offshore company upon either (1) the injection of equity interests or assets of an onshore enterprise to the offshore company, or (2) the completion of any overseas fund raising by such offshore company;

• an amendment to the registration with the local SAFE branch is also required to be filed by such PRC resident when there is any material change involving a change in the capital of the offshore company, such as (1) an increase or decrease in its capital, (2) a transfer or swap of shares, (3) a merger or division, (4) a long term equity or debt investment, or (5) the creation of any security interests over the relevant assets located in China; and

• a PRC enterprise indirectly invested by such PRC resident through the offshore company is required to disclose to the local SAFE branch the ultimate ownership in it by such PRC resident when applying for or updating its foreign exchange registration, and cooperate with and supervise the PRC resident to complete the registration with SAFE in accordance with Notice 75.

Moreover, Notice 75 applies retroactively. As a result, PRC residents who have established or acquired control of offshore companies that have made onshore investments in the PRC in the past are required to complete the relevant overseas investment foreign exchange registration procedures by March 31, 2006. Under the relevant rules, failure to comply with the registration procedures set forth in Notice 75 may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliate and the capital inflow from the offshore entity, and may also subject relevant PRC residents and PRC enterprises to penalties under PRC foreign exchange administration regulations.

As a Cayman Islands company, and therefore a foreign entity, if we purchase the assets or equity interest of a company owned by PRC residents in exchange for our equity interests, such PRC residents will be subject to the registration procedures described in Notice 75. Moreover, PRC residents who are beneficial holders of our shares are required to register with SAFE in connection with their investment in us.

These regulations may affect our business operations or strategies. For example, our present or future PRC subsidiaries’ ability to conduct foreign exchange activities, such as remittance of dividends and foreign-currency- denominated borrowings, may be subject to compliance with such SAFE registration requirements by relevant PRC residents, over whom we have no control. In addition, we cannot assure you that any such PRC residents will be able to complete the necessary approval and registration procedures required by the SAFE regulations. We require all the shareholders in Focus Media Holding who are PRC residents or have PRC residents as its beneficial owners to comply with any SAFE registration requirements, but we have no control over either our beneficial owners or the outcome of such registration procedures. Such uncertainties may restrict our ability to implement our acquisition strategy and adversely affect our business and prospects.

Regulation of Equity Pledge

The PRC Property Rights Law that was promulgated on March 16, 2007 and became effective on October 1, 2007 requires that registration with the local SAIC authorities is necessary to create a security interest on an equity interest in a PRC company, which means that before the equity pledge is duly registered with the local SAIC authorities, the equity pledge is unenforceable even though the relevant equity pledge agreement is still binding.

Almost all our existing equity pledge agreements between certain of our operating subsidiaries and certain of our operating affiliates and their shareholders were signed before the PRC Property Rights Law took effect. It remains unclear whether the validity and enforceability of the equity pledge established before the promulgation of the PRC Property Rights Law will be adversely affected after the PRC Property Rights Law took effect. The relevant PRC operating affiliates registered the equity pledges on their register of shareholders according to then applicable law. The Company attempted to register the relevant equity pledges after the PRC Property Rights Law became effective. However, the implementation rules were not promulgated until late 2008 and in some cities late 2009, and the practices taken by the local SAIC authorities vary from city to city. Thus, we are still in the process of applying for registration of these equity pledges and there is no assurance that we can have these equity pledges

registered on time or at all. Considering that we have not registered these existing equity pledges, and may fail to register future equity pledges, with the local SAIC, any equity pledge created under these equity pledge agreements may be considered unenforceable. See “Risk Factors—Risks Relating to Compliance with PRC Law— We use contractual arrangements with our PRC operating affiliates and their shareholders for a significant portion of our China operations, and uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements and thus our ability to conduct our business.”

C. Organizational Structure

Our predecessor company, Shanghai Aiqi Advertisement Co., Ltd., or Aiqi Advertisement, was established by immediate family members of Jason Nanchun Jiang in September 1997 and operated as an advertising agency. In May 2003, Aiqi Advertisement discontinued its advertising agency business, was renamed Shanghai Focus Media Advertisement Co., Ltd., commenced operation of our out-of-home television advertising network in China and reorganized its shareholdings. At the same time, we entered into arrangements with Focus Media Advertisement that resulted in the consolidation of Focus Media Advertisement. Following this reorganization Jason Nanchun Jiang continued to hold a controlling interest in Focus Media Advertisement.

In conjunction with the change in our business model in May 2003 and to facilitate foreign investment in our company, we established our offshore holding company, Focus Media Holding Limited as a company registered in the British Virgin Islands in April 2003. In April 2005, we completed the process of changing Focus Media Holding Limited’s corporate domicile to the Cayman Islands and we are now a Cayman Islands company. On July 13, 2005, our ADSs were listed for quotation on the Nasdaq Global Market.

In January 2006, we acquired Framedia and E-Times, which operate networks of advertising poster frames placed primarily in elevators and public areas of residential complexes in China. In February 2006, we acquired Target Media. Target Media operated an out-of-home advertising network using flat-panel displays placed in elevator lobbies and other public areas in commercial buildings, hospitals, hotels, banks, residential buildings, convenience stores and other locations in cities in China. Following the acquisition of Target Media, we combined Target Media’s network into our existing commercial location and in-store networks. Other than holding their existing contracts, the former Target Media entities no longer conduct any operations, and the combined network is operated through our existing corporate entities. In March 2006, we acquired Focus Media Wireless, which operates a WAP-based advertising delivery platform on the mobile telecommunications networks of China Mobile and China Unicom. In 2008, we terminated our mobile handset advertising business and it is accounted for as a discontinued operation. In the first quarter of 2007, we acquired Homesky Investment Ltd., which operates a traditional billboard network through its PRC affiliates. In March 2007, we acquired Allyes, which operates an Internet advertising marketing services and technology business. We made a number of additional smaller Internet advertising companies in 2007 and 2008, and subsequently reorganized all such acquired entities to be included within the operations of Allyes, although certain such acquired Internet advertising businesses were disposed of or discontinued in 2009. In June 2007, we acquired Hua Kuang Advertising Company Limited and its PRC subsidiary, which operates a traditional billboard network through its PRC affiliates. In January 2008, we acquired CGEN, which operates digital advertising displays in large chain stores in China. In January 2010, certain Allyes employees and management and directors and certain members of our management and directors entered into a definitive agreement with us and Allyes in January 2010 to buy-out an aggregate 38% interest in Allyes from us, including certain offshore and onshore interests. In July 2010, we sold our entire remaining 62% ownership interest in Allyes.

Our Corporate Structure and Contractual Arrangements

Most of our major board decisions, such as those relating to strategic planning, significant investments, raising fund and all matters related to capital market are made outside of the PRC, while substantially all of our business operations are conducted in China as follows:

• with regard to the operation of our commercial location and in-store network, through (i) our indirect operating subsidiaries such as Focus Media Technology (Shanghai) Co., Ltd., or Focus Media Technology, Focus Media (China) Information Technology Co., Ltd., or FM China Information, for non-advertising ancillary business operation, (ii) Shanghai Focus Media Advertisement Co., Ltd., or Focus Media Advertisement, one of our operating affiliates, and (iii) certain subsidiaries of Focus

• Media Advertisement and Focus Media Digital Information Technology (Shanghai) Co., Ltd., or Focus Media Digital, for advertising business operation;

• with regard to the operation of our poster frame network, through (i) our indirect operating subsidiaries such as Shanghai On-Target Advertisement Co., Ltd., or Shanghai On-Target, and certain other subsidiaries of Focus Media Digital and (ii) certain subsidiaries of Focus Media Advertisement;

• with regard to our outdoor traditional billboard network, through our indirect subsidiaries 100% owned, directly or indirectly by Hua Kuang Advertising Company Limited; and

• with regard to our movie theater advertising network, through Beijing Yangshi Sanwei Advertisement Co., Ltd. and Shanghai Zhenhao Advertising Co., Ltd., two subsidiaries with majority ownership held by Focus Media Advertisement.

Certain of our PRC operating subsidiaries and certain of our affiliated entities and their shareholders have entered into contractual arrangements substantially similar to those control agreements entered into among Focus Media Technology, Focus Media Digital, Focus Media Advertisement and its shareholders. See “Item 7.B Major Shareholders and Related Party Transaction — Related Party Transactions — Agreements among Us, Our PRC Operating Subsidiaries, Our PRC Operating Affiliates and Their Shareholders”.

The following chart shows our organizational structure of our material subsidiaries and affiliates as of August 30, 2010.

(1)		Loans used to capitalize our PRC operating companies and to facilitate our control over them.

(2)		Agreements that give us effective control over our PRC operating affiliates.

(3)		Agreements that ensure a substantial portion of the economic benefits of our operations in the PRC are maintained by our PRC operating subsidiaires, as described in “Related Party Transactions”.

(4)		Focus Media Advertisement is 85% owned by Jason Nanchun Jiang and 15% owned by Jimmy Yu.

(5)		The Focus Media directly or indirectly WFOE operating subsidiaries include the WFOE operating subsidiaries (i) relating to our out-of-home television network operations include but not limited to Focus Media Technology, Focus Media Digital , FM China Technology and Focus Media Defeng Advertisement, and (ii) relating to our poster frame network operations.

(6)		These consist of subsidiaries of Focus Media Advertisement, which holds between 50% and 100% of the subsidiaries, with the remaining minority interest held by individual or entity designated by us or unrelated third parties, which operate our out-of-home television network, poster frame network, and movie theatre advertising business.

(7)		Other Focus Media operating subsidiaries include those directly or indirectly owned by Focus Media Digital, which operate a portion of our-of-home television network and poster frame network.

(8)		Huaguang operating subsidiaries include those directly or indirectly owned by Hua Kuang Advertising Company Ltd.

In connection with its entry into the World Trade Organization, China is required to relax restrictions on foreign investment in the advertising industries in China. Accordingly, PRC regulations stipulate that starting from December 10, 2005, foreign investors are allowed to directly own 100% of PRC companies operating an advertising

business if the foreign entity has at least three years of direct operations in the advertising business outside of China or to directly own less than 100% if the foreign entity has at least two years of direct operations in the advertising business outside of China. Generally we do not currently directly operate an advertising business outside of China and our non-PRC subsidiaries cannot qualify under PRC regulations for direct investment in advertising industry. It may be burdensome or not cost effective for us to reorganize in accordance with the criteria for direct ownership. We intend to explore the commercial feasibility of changing our current structure, including possibly direct ownership of our PRC operating affiliates, taking into consideration relevant cost, market, competitive and other factors. In the event we take such steps, we cannot assure you that any restructuring we may undertake to facilitate direct ownership will be successful.

Our advertising business is currently provided partly through contractual arrangements with our consolidated affiliated entities in China, including Focus Media Advertisement, certain of its subsidiaries and their respective shareholders designated by us. A portion of the operations of our commercial location network and poster frame network are conducted by our indirect PRC subsidiaries owned by our WFOE operating subsidiaries. Accordingly, our advertising services are currently conducted by our indirect PRC operating subsidiaries and our PRC operating affiliates which are currently owned or controlled by (i) individuals designated by us, or (ii) one or more PRC entity or entities owned by our other consolidated affiliates or (iii) a combination of individuals designated by us and entities owned by our other consolidated affiliates. Our PRC operating affiliates and certain of our indirect PRC operating subsidiaries hold the requisite licenses to provide advertising services in China.

While certain of our indirect PRC operating subsidiaries are eligible for the required licenses for providing advertising services in China and some of our indirect PRC operating subsidiaries have obtained such licenses, we use certain our PRC operating affiliates to operate a significant portion of our advertising business until we acquire them as our wholly-owned subsidiaries. Certain of our PRC operating subsidiaries have entered into contractual arrangements with their respective PRC operating affiliates and shareholders, pursuant to which:

• we are able to exert effective control over our PRC operating affiliates;

• a substantial portion of the economic benefits of our PRC operating affiliates are maintained by us; and

• each of our PRC operating subsidiaries or their respective designees has an exclusive option to purchase all or part of the equity interests in our PRC affiliated entities or, in some cases, all or part of the assets of our PRC affiliated entities, in each case when and to the extent permitted by PRC law.

Each of our contractual arrangements with our PRC affiliated entities and their respective shareholders can only be amended with the approval of our audit committee or another independent body of our board of directors. See “Item 7.B Major Shareholders and Related Party Transactions—Related Party Transactions” for further information on our contractual arrangements with these parties.

In the opinion of Global Law Office, our PRC legal counsel:

• the respective ownership structures of our PRC operating subsidiaries and their respective PRC affiliates and subsidiaries are in compliance with existing PRC laws and regulations;

• the contractual arrangements among our PRC operating subsidiaries and their respective PRC affiliates, subsidiaries and PRC shareholders of their PRC affiliates, in each case governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect, save that equity pledge created under equity pledge agreements is unenforceable before the equity pledge registration is duly completed with the local SAIC; and

We have been advised by our PRC legal counsel, however, that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, there can be no assurance that the PRC regulatory authorities, in particular the SAIC which regulates advertising companies, will not in the future take a view that is contrary to the above opinion of our PRC legal counsel. We have been further advised by our PRC counsel that if the PRC government finds that the agreements that establish the structure for operating our PRC advertising business do not comply with PRC government restrictions on foreign investment in advertising businesses, we could be subject to severe penalties. See “Item 3.D Key Information—Risk Factors — Risks Relating to Regulation of Our Business and to Our Structure — If the PRC government finds that the ownership structure of our operating subsidiaries or our operation affiliates, or the agreements that establish the structure for operating our China business do not comply with PRC governmental restrictions on foreign investment in the advertising industry, we could be subject to severe penalties” , “—If the PRC government finds that the ownership structure of our operation affiliates violates PRC laws as a result of the change in Jason Nanchun Jiang’s citizenship, we could be subject to severe penalties, and our ability to conduct our business may affected in a material and adverse way”, and “—We use contractual arrangements with our PRC operating affiliates and their shareholders for a significant portion of our China operations, and uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements and thus our ability to conduct our business”.

We periodically reevaluate the degree to which we will exert more direct control over our advertising operations and intend to rely less on contractual arrangements in the future. The steps we may take to achieve a greater degree of direct control over our operations could include (i) continuing to increase the portion of our business operations conducted through our indirect PRC subsidiaries rather than through contractual arrangements with our affiliates, (ii) exercising the call option under the contractual arrangements our subsidiaries have entered into with the shareholders of our PRC operating affiliates or (iii) transferring the equity interests held by the individuals who are shareholders of our PRC operating affiliates to (A) a foreign entity that is qualified under PRC regulations for 100% direct ownership an advertising business or (B) one of our indirect PRC subsidiaries.

Although we have been converting some of the PRC operating affiliates to indirect PRC operating subsidiaries, and intend to increase the portion of our advertising revenues generated from our indirect PRC operating subsidiaries, we expect to continue to rely on our PRC operating affiliates to operate approximately 10% of our advertising business for the foreseeable future, given the time required for converting these PRC operating affiliates into indirect subsidiaries or transferring their business to our PRC operating subsidiaries as well as other considerations such as the costs involved and evaluation of potential tax consequences.

The conversion of a PRC operating affiliate into an indirect operating subsidiary mainly involves changing the ownership from that of the operating affiliate to an indirect PRC operating subsidiary. The change of owners is required to be registered with the relevant counterpart of the state administration for industrial and commerce, which may take several months to complete. Historically, because of the time involved in conversion as well as other considerations such as the costs involved and evaluation of potential tax consequences, we have selected the operating affiliates in our LCD display business and poster frame business, which generate the most advertising income and contribute the most net income, to convert into indirect operating subsidiaries, and have not incurred significant costs in doing so.

We believe the call option agreements described above are currently exercisable, and we have exercised certain of these agreements to convert some of our PRC operating affiliates into PRC operating subsidiaries.

Subsidiaries of Focus Media Holding Limited

An exhibit containing a list of our direct subsidiaries has been filed with this annual report.

D. Property, Plants and Equipment

Please refer to “—B. Business Overview—Facilities” for a discussion of our property, plants and equipment.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. In addition, our consolidated financial statements and the financial data included in this annual report reflect our reorganization and have been prepared as if our current corporate structure had been in place throughout the relevant periods. The following discussion and analysis contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these risks and uncertainties, see “Item 3.D Key Information — Risk Factors”.

Overview

We are China’s leading multi-platform digital media company, operate the largest LCD display advertising network, in-store advertising network and poster frame advertising network, as well as movie theatre and traditional outdoor billboards advertising network in China. We are also a leading provider of Internet marketing solutions in China.

We have executed a number of strategic and operational reorganizations during the three years ended December 31, 2009, as described below:

In March 2006, we acquired Dotad Media Holdings, which operates a mobile-phone advertising service in China through China Mobile and China Unicom’s mobile phone networks. Following the acquisition of Dotad Media Holdings, we renamed the acquired company Focus Media Wireless Co., Ltd., which is also referred to as Focus Media Wireless throughout this annual report..After this acquisition, we acquired ten entities providing wireless advertising service in 2007. The business model of these wireless advertising services had been based on sending both solicited and unsolicited advertisements via short messaging service, or SMS, to mobile phone users. In March 2008, there was extensive negative media coverage on this form of advertising, and shortly thereafter, the Ministry of Information Industry, or MII, the national regulating authority of the telecom industry, ordered all local telecom regulators and telecom operators at all levels to strengthen regulations over SMS advertisements, in particular so-called “spam” or unsolicited advertisements and messages. As a result, several local telecom regulators and operators adopted policies restricting short message advertising activities by limiting the number of such advertisements or prohibiting companies from engaging in unsolicited short messaging advertising activities. In light of this sudden adverse change in the legal, regulatory and publicity environment, in December 2008, we discontinued operations of our mobile handset advertising network, and sought to dispose of this business. The original owners of our mobile handset business were still our key competitors with respect to this business, and as such, there was a limited choice of potential purchasers. We negotiated with the original owners of the mobile handset business to terminate the purchase agreements and return each business to the original owners, which were more willing to accept the risks associated with the change in the legal, regulatory and publicity environment. In exchange, the original owners waived their right to future earn-out payments due to them under the purchase agreement or paid a purchase price that was significantly less than the price we paid to acquire the business before the change in the business environment.. This business has been accounted for as discontinued operations for all the periods presented in accordance with U.S. GAAP.

On March 28, 2007, we acquired Allyes Information Technology Company Limited, and its consolidated subsidiaries and affiliates, the leading Internet advertising company in China. We also acquired ten other entities that provided Internet advertising service during 2007 and 2008. We believed that as a result of those acquisitions we would be in a better position to negotiate pricing with internet property owners and rebate rates with 4A agencies, while promoting Allyes Smart Trade’s advertising performance tracking platform and facilitating cross-sales between our other internet businesses and other business lines. However, the acquisition did not result in these synergies anticipated due to the expansion of the Chinese internet advertising market, which permitted international agencies determined to enter the market to reduce their reliance on local agencies. As such, rebate rates from 4A agencies did not increase by as much as we had originally expected. Furthermore, major internet property owners were reluctant to lower their inventory prices due to the strong demand for their inventories. For these reasons, Allyes and most of the internet businesses that we acquired have seen their gross margins and operating profits steadily decline from 2007 to 2010 and the number of days outstanding for account receivables increased to a level that was inconsistent with our other lines of business. Since our internet advertising business, as a whole had been an underperforming unit, we decided to refocus our growth strategy on the organic growth of our core businesses, namely advertising through LCD display poster frame, in-store and movie theater networks. We first disposed of the six acquired internet subsidiaries because the earn-out periods for each of these acquisitions was still in effect. However, due to significant accrued and potential contingent payments of those subsidiaries we could not locate a buyer willing to purchase these subsidiaries. Therefore, we negotiated with the respective original owners of these subsidiaries, who were the incumbent management, to cancel the accrued and potential contingent payments owed to them pursuant to the terms of the respective purchase agreements in exchange for returning the business to them. The operations of these disposed subsidiaries are accounted for as discontinued operations for all the periods presented in accordance with U.S. GAAP.

On January 2, 2008, we completed the acquisition of CGEN Digital Media Company Limited, or CGEN. In accordance with the share purchase agreement entered into on December 10, 2007, we made a cash payment of US$168.4 million to the former CGEN shareholders and the former CGEN shareholders delivered 100% of the equity interest in CGEN to us. One of the primary reasons for the acquisition of CGEN was to consolidate the in-store advertising market with the hope of reducing rental fees paid to chain-store owners. However, this acquisition did not result in chain-stores lowering their rental fees as expected. Instead, the chain-stores expected we would maintain the multi-year rental fee agreements entered into by CGEN prior to the acquisition and expected we would pay for CGEN’s overdue rental fees, which amounted to RMB110 million immediately prior to the disposition. Given these circumstances, we decided to dispose of one of CGEN’s PRC operating affiliates, CGEN Media Advertising Co., Ltd., or CGEN Media, to avoid being required to pay CGEN Media’s overdue rental fees and to possibly influence the chain-stores to renegotiate rental agreements on more favorable terms. Based on the above considerations, we terminated the share purchase agreement and sold CGEN Media, including all accounts receivables and account payables, to a third party, who is neither related to us nor the original owners, for zero consideration. After the disposal of CGEN Media in December 2008, the Company negotiated new rental agreements with two primary chain-stores in China in April 2009 and April 2010, respectively, thereby reducing rental fee levels by 73% and 81% respectively. Despite the disposition of CGEN Media, we retained CGEN’s in-store monitors for future similar use. We also began to negotiate leases with the existing location providers of CGEN in order to conduct similar advertising business. We concluded that these constituted migration of revenue and continuing involvement. As such, the results of CGEN’s operations was accounted for as part of results from continuing operations in the year ended December 31, 2008.

On December 22, 2008, we entered into an asset purchase agreement with SINA Corporation, pursuant to which we agreed to sell substantially all of the assets of our LCD display network, poster frame network and in-store network. The assets and liabilities were presented as held for sale as of December 31, 2008. However, the transaction was terminated on September 30, 2009 jointly by both parties as SINA’s application to MOFCOM for review under the PRC Anti-Monopoly Law was not accepted for review by MOFCOM and the parties would not be able to pursue and complete that process within the time period for consummation set forth in the agreement. Accordingly, we continue to own and operate the assets that were the subject of the original purchase and sale agreement. The assets and liabilities have been reclassified in 2009 in the balance sheet as held for use and the results have been reclassified from discontinued operations to continuing operations for all periods presented.

In October 2007, we acquired Zong Heng Pin Yu, which owned an advertising license for use on the Huangpu River in Shanghai, from an unrelated third party. After the acquisition, we purchased a boat as the adverting platform on the Huangpu River and commenced commercial operations in January 2008. On January 4, 2009, the Shanghai Municipality Government amended its regulations governing outdoor advertisements to prohibit non-passenger and non-cargo boats from engaging in advertising activities on all rivers within Shanghai until December 31, 2010. We believed there was a high likelihood that the regulation would remain effective indefinitely. Since the license we obtained through the acquisition of Zong Heng Pin Yu could only be utilized for advertising on the Huangpu River and it was not commercially viable to use the boat for any other purpose, as, following renovations and outfitting of the boat for non-passenger and non-cargo services and an eight-month solicitation effort to use the boat for advertising purposes in other markets, we were unable to find a suitable alternative market where the boat could be put to active use. As a result, we fully impaired the long-lived assets associated with our boat-based advertising platform in 2009, recording an aggregate impairment loss of $36.9 million for the year ended December 31, 2009

During 2009, we discontinued operations of certain poor performing subsidiaries in our Internet advertising business.

In January 2010, certain Allyes employees and management and directors and certain members of our management and directors entered into a definitive agreement with us and Allyes to purchase an aggregate 38% interest in Allyes from us. We entered into this arrangement to incentivize the Allyes management in order to try to maximize the operations and value of Allyes. Pursuant to the terms of

the agreements, the purchasing Allyes and Group management members paid an aggregate $13.3 million for a 38% interest of Allyes. The Group performed a valuation of Allyes as of the closing date of the transaction and determined that the price paid to acquire the interest approximated fair value. The transaction was approved by all independent directors on the board. This transaction was part of initiatives we are taking to incentivize management to enhance the future business model of Allyes and thereby to seek long term sustainable growth for the Group and investors.

On July 30, 2010, we entered into a definitive share purchase agreement with Asteroid Media Holdings Limited, a wholly-owned investment vehicle of Silver Lake Management, L.L.C., or Silver Lake, pursuant to which we sold to Silver Lake our entire remaining 62% ownership interest in our former Internet business, Allyes Online Media Holdings Limited and its consolidated subsidiaries and affiliates. Upon the closing of the transaction on August 3, 2010, Silver Lake paid us US$124 million, in exchange for the remaining equity ownership of Allyes held by Focus Media. Simultaneous with the signing of the agreement, certain other shareholders of Allyes also sold their interest in Allyes to Silver Lake, so that, following the series of transactions, Silver Lake owns a controlling stake in Allyes. We no longer hold any ownership interest in Allyes nor conduct any Internet advertising operations. We sold our remaining interest in Allyes to Silver Lake to maximize value for our shareholders as we believe that the interests of our business were best served by focusing on our core out-of-home advertising network and selling the Allyes business at a price that we believe provided excellent value to our company and our shareholders. The $124 million in consideration we received from Silver Lake for the sale of our 62% equity interest in Allyes in July 2010 was significantly higher than the $13.3 million consideration we received from the sale of our 38% equity interest in Allyes in January 2010 to certain Allyes employees, management and directors and certain members of our management and directors. The increase in fair value is primarily attributable to a change in market conditions. In March 2010, Google announced its intention to exit the search engine market in the PRC, which resulted in a perceived opportunity for other search engine operators to enter the PRC. Historically, this market has been dominated by only a few market participants, one of them being Google. As such, it was extremely difficult for new players to enter the market. Allyes’ extensive database was internally developed and optimized since its inception 10 years ago and has collected data on Internet users’ behavior patterns on websites over that period. This database has significant value to search engine operators seeking to enter the PRC market. However, as the most dominant market participants have their own developed databases, Allyes’ database did not have significant value to them. As a prominent technology-focused private equity company in the United States, Silver Lake has a wide array of portfolio technology companies and had shown a fair amount of interest in the PRC search engine market. Paired with Silver Lake, Allyes was deemed to have significant synergistic value, thus increasing its overall value, which database could serve as a potential search engine database as well as potential for other technology based database exploitation. In January 2010, however, we considered Allyes’ entry into the search engine market, either individually or in concert with another market participant, as remote given the dominance of the key market participants. As such, Allyes was valued in line with its then-existing business plan as an advertising agent.

We determine whether a subsidiary or a segment is underperforming based on certain metrics, including the subsidiary’s (i) current and potential gross profit, (ii) current and potential operating profit and (iii) current and potential working capital requirement. The discontinued operations of these subsidiaries are classified as discontinued operations for all periods presented.

We expect our future growth to be driven by a number of factors and trends including:

• Overall economic growth in China, which we expect to contribute to an increase in advertising spending in major urban areas in China where consumer spending is concentrated;

• Our ability to increase sales of advertising time slots and extend the duration of our advertising cycle on our LCD display networks, in-store networks and movie theater network;

• Our ability to expand our client base through promotion of our services and cross-selling;

• Our ability to identify and create new advertising channels by establishing separate advertising networks that enable advertisers to target a diverse range of consumer groups with specific demographic profiles;

• Our ability to successfully operate and market our new LCD display network;

• Our ability to successfully operate and market our new Internet advertising marketing and technology agency; and

• Our ability to increase sales of advertising space and increase the length of advertising campaigns on our traditional billboard network.

• Our ability to integrate the companies we acquired in the previous years

Because our primary source of revenue is our advertising service revenue, we focus on factors that directly affect our advertising service revenue such as the number of advertising time slots that we have available for sale and the price we charge for our advertising time slots after taking into account any discounts.

As we continue to expand our network, we expect to face a number of challenges. We have expanded our LCD display network, in-store network and poster frame network rapidly, and we, as well as our competitors, have occupied many of the most desirable locations in China’s major cities. For our Internet advertising services, we must react to continuing technological innovations, increasing competition in Internet services, and changes in the regulatory environment. For the traditional billboard advertising network, we need to adapt to the operation of a more traditional advertising medium that is competing with numerous other service providers as well as with numerous other advertising media. For the movie theater portion of our advertising network, we face the challenge of continuing to expand our network while attracting interest from advertisers and acceptance from consumers of this relatively new advertising model. In order to continue expanding our network in a manner that is attractive to potential advertising clients, we may continue to enter into new advertising media platforms and to establish additional networks that provide effective channels for advertisers.

Revenues

In 2007, 2008 and 2009, we had total revenues of $410.2 million, $642.3 million and $505.0 million, respectively. In 2007, 2008 and 2009, our advertising service revenue accounted for 99.7%, 99.4% and 99.9% of our total revenues, respectively. The following table sets forth a breakdown of our total revenues for the periods indicated:


	For the year ended December 31,
	2007					2008					2009
			% of total					% of total					% of total
	$		revenues			$		revenues			$		revenues
			(in thousands of U.S. dollars, except percentages)
Net revenues:
LCD display network		183,528		44.7	%		239,505		37.3	%		208,499		41.3	%
In-store network		27,444		6.7	%		60,719		9.5	%		30,346		6.0	%
Poster frame network		85,472		20.8	%		146,751		22.8	%		98,962		19.6	%
Internet Advertising Network		75,364		18.4	%		114,560		17.8	%		107,871		21.4	%
Movie theatre & traditional outdoor billboards		37,305		9.1	%		77,178		12.0	%		59,057		11.6	%

Advertising service revenue		409,113		99.7	%		638,713		99.4	%		504,735		99.9	%

Other revenue		1,115		0.3	%		3,622		0.6	%		300		0.1	%
Total revenues		410,228		100.0	%		642,335		100.0	%		505,035		100.0	%


(1)		Advertising service revenue is presented net of business tax. Business tax on advertising service revenue from our LCD display network amounted to $20.3 million, $24.7 million and $20.6 million in 2007, 2008 and 2009 respectively. Business tax on advertising service revenue from our in-store network amounted to $2.8 million, $6.3 million and $3.2 million for 2007, 2008 and 2009, respectively. Business tax on advertising service revenue from our poster frame network amounted to $7.9 million, $13.9 million and $9.6 million, for 2007, 2008 and 2009, respectively. Business tax on Internet advertising service revenue amounted to $5.0 million, $6.1 million and $5.3 million for 2007, 2008 and 2009, respectively. Business tax on advertising service revenue from our movie theater & traditional outdoor billboards amounted to $1.3 million, $2.8 million and $1.5 million for 2007, 2008 and 2009, respectively.

Business tax includes aggregating business tax and surtax of 5.55% and cultural industries tax ranging from 0% to 4.0% of our gross advertising service revenue.

We also break down our total revenues into related-party and unrelated-party sources. The following table presents a more detailed breakdown of our gross revenues and its component parts:


	For the year ended December 31,
	2007					2008				2009
			(in thousands of U.S. dollars, except percentages)
Gross Revenue:
LCD display network — Unrelated parties	$	201,210		49.0	%	$	262,754	40.9	%	$	228,541	45.3	%


	For the year ended December 31,
	2007					2008				2009
			(in thousands of U.S. dollars, except percentages)
— Related parties		2,583		0.6	%		1,403	0.2	%		582	0.1	%

Total LCD display network		203,793		49.6	%		264,157	41.1	%		229,123	45.4	%
In-store Network
— Unrelated parties		28,987		7.1	%		67,038	10.4	%		33,538	6.6	%
— Related parties		1,300		0.3	%		—	0.0	%		—	0.0	%

Total in-store network		30,287		7.4	%		67,038	10.4	%		33,538	6.6	%

Poster Frame Network
— Unrelated parties		93,158		22.7	%		160,526	25.0	%		108,379	21.5	%
— Related parties		243		0.1	%		88	0.0	%		147	0.0	%

Total Poster Frame Network		93,401		22.8	%		160,614	25.0	%		108,526	21.5	%

Internet Advertising Network
— Unrelated parties		79,256		19.3	%		114,750	17.9	%		111,282	22.0	%
— Related parties		1,140		0.3	%		5,950	0.9	%		1,901	0.4	%

Total Internet Advertising network		80,396		19.6	%		120,700	18.8	%		113,183	22.4	%

Movie theatre & Traditional outdoor billboards
— Unrelated parties		38,558		9.4	%		78,250	12.2	%		60,132	11.9	%
— Related parties		—		0.0	%		1,773	0.3	%		412	0.1	%

Total Movie theatre & Traditional outdoor billboards		38,558		9.4	%		80,023	12.5	%		60,544	12.0	%

Gross Advertising Services Revenue:		446,435		108.8	%		692,532	107.8	%		544,914	107.9	%


Less: Sales taxes:
LCD display network		20,265		5.0	%		24,652	3.8	%		20,624	4.1	%
In-store Network		2,843		0.7	%		6,319	1.0	%		3,192	0.6	%
Poster Frame Network		7,929		1.9	%		13,863	2.2	%		9,564	1.9	%
Internet Advertising Network		5,032		1.2	%		6,140	1.0	%		5,312	1.1	%
Movie theatre & Traditional outdoor billboards		1,253		0.3	%		2,845	0.4	%		1,487	0.3	%

Total sales taxes		37,322		9.1	%		53,819	8.4	%		40,179	8.0	%


Net Advertising Service Revenue		409,113		99.7	%		638,713	99.4	%		504,735	99.9	%
Add:
Other revenue:		1,115		0.3	%		3,622	0.6	%		300	0.1	%

Net revenues:	$	410,228		100.0	%	$	642,335	100.0	%	$	505,035	100.0	%

For the year ended December 31, 2009, approximately 71% and 29% of our net revenue was generated by our indirect PRC operating subsidiaries and our PRC operating affiliates through contractual arrangements, respectively. Approximately 21% of our net revenue was generated by our PRC operating affiliates engaged in internet advertising business (i.e. Allyes PRC operating affiliates), which were disposed of in July 2010. All of the revenues generated by our PRC operating affiliates are generally available to us to use in expanding our business in China. Although we have been converting some of the PRC operating affiliates to our indirect PRC operating subsidiaries and intend to increase the portion of our advertising revenues generated from our indirect PRC operating subsidiaries, we expect to continue to rely on our PRC operating affiliates to operate approximately 10% of our advertising business for the foreseeable future, given the time required for converting these PRC operating affiliats into indirect subsidiaries or transferring their business to our PRC operating subsidiaries. See “Risk Factors—If the PRC government finds that the ownership structure of our operating subsidiaries or our operating affiliates, or the agreements that establish the structure for operating our China business do not comply with PRC governmental restrictions on foreign investment in the advertising industry, we could be subject to severe penalties.”

The conversion of a PRC operating affiliate into an indirect operating subsidiary mainly involves changing the ownership from that of the operating affiliate to an indirect PRC operating subsidiary. The change of owners is required to be registered with the relevant counterpart of the state administration for industrial and commerce, which may take several months to complete. Historically, because of the time involved in conversion, we have selected the operating affiliates in our LCD display business and poster frame business, which generate the most advertising income and contribute the most net income, to convert into indirect operating subsidiaries, and have not incurred significant costs in doing so.

Advertising Service Revenue

Sources of Revenues. We derive most of our total revenues from the sale of advertising time slots on our LCD display network, in-store network, Internet advertising network, movie theatre & traditional outdoor billboards, and frame space on poster frame network to unrelated third parties and to some of our related parties. We report our advertising revenue between related and unrelated parties because historically more than 10% of our advertising service revenues came from clients related to some of our directors. Our advertising services to related parties were provided in the ordinary course of business on the same terms as those provided to our unrelated advertising clients on an arm’s-length basis.

Our advertising service revenue is recorded net of any sales discounts and agency commissions from our standard advertising rate cards that we may provide to our advertising clients. These discounts include volume discounts and other customary incentives offered to our advertising clients, including additional broadcast time for their advertisements if we have unused time slots available in a particular city’s advertising cycle, and represent the difference between our standard rate card and the amount we charge our advertising clients. Our advertising clients include advertisers that directly engage in advertisement placements with us and advertising agencies retained by some advertisers to place advertisements on the advertiser’s behalf. We expect that our advertising service revenue will continue to be the primary source, and constitute the substantial majority of, our revenues for the foreseeable future.

Our advertising service revenue reflects a deduction for business taxes and related surcharges. Our advertising service revenues are subject to a business tax and surtax totaling 5.55% plus a cultural industries tax ranging from 0% to 4.0% on revenues earned from their advertising services provided in China. We deduct these amounts from our advertising service revenues to arrive at our total revenues attributable to advertising services.

Factors that Affect Our Advertising Service Revenue.

LCD display Network

Prices for advertising services on our LCD display advertising networks vary significantly from city to city as income levels, standards of living and general economic conditions vary significantly from region to region in China, which in turn affect the advertising rates we are able to charge for time slots. Our advertising service revenue derived from our LCD display network is directly affected by the average price we charge for the advertising package provided to our customers, after taking into account any discount offered and the number of flat-panel displays in our network and the desirability, quality and pedestrian traffic of the locations where we are able to lease space to install our flat-panel displays.

In-store Network

Our advertising service revenue derived from our in-store network is directly affected by the number of flat-panel displays in our network, the number of hypermarkets, supermarkets and convenience stores in the network, and the average price we charge for the advertising package provided to our customers after taking into account any discount offered, which vary significantly from city to city as income levels, standards of living and general economic conditions vary significantly from region to region in China.

Poster Frame Network

Our advertising service revenue derived from our poster frame network is directly affected by:

• the number of frames in our poster frame network. We sell frame space on our poster frame network on a per frame basis. Increasing the number of residential and other locations on our poster frame network allows us to increase the number of frames on our network, thereby increasing the available frame space for sale to advertisers;

• the average price we charge for frame space on a per frame basis, after taking into account any discount offered, which varies significantly from city to city as income levels, standards of living and general economic conditions vary significantly from region to region in China; and

• our ability to effectively compete with smaller competitors in the sector. During the past few quarters, we have been facing intense competitions from those competitors in two key areas: securing desirable locations for our poster frames and pricing

Internet Advertising Service Revenues

Our advertising service revenue derived from our Internet advertising services is directly affected by:

• the number of customers who purchase agency services from us. We agree to provide advertising agency services and technology, and we charge fees based on the size and duration of the advertising campaign and the number of daily impressions or “hits” on the Internet advertisement; and

• our ability to identify relevant Internet user traffic and deliver effective advertisements for our advertising clients

Movie Theatre and Traditional Outdoor Billboard Networks

Our advertising revenue derived from our movie theatre advertising network is directly affected by the number of movie theaters in which we have leased screen time, our expansion into additional theaters, and the length of the leased screen time, which is currently three minutes per screening per theater prior to movie screenings at the movie theater.

Our advertising revenue derived from our traditional outdoor billboard networks is directly affected by the number of outdoor billboards which we have leased and our expansion into additional locations.

Seasonality. Our advertising service revenue is subject to key factors that affect the level of advertising spending in China generally. In addition to fluctuations in advertising spending relating to general economic and market conditions, advertising spending is also subject to fluctuations based on the seasonality of consumer spending. In general, a disproportionately larger amount of advertising spending is concentrated on product launches and promotional campaigns prior to the holiday season in December. In addition, advertising spending generally tends to decrease in China during January and February each year due to the Chinese Lunar New Year holiday as office buildings and other commercial venues in China tend to be closed during the holiday. We believe this effect will be less pronounced with regard to advertising spending on our in-store network, as we believe commercial activity in hypermarkets and supermarkets is stable or even enhanced during the period of Chinese Lunar New Year. We also experience a slight decrease in revenues during the hot summer months of July and August each year, when there is a relative slowdown in overall commercial activity in urban areas in China. Our past experience, although limited, indicates that our revenues would tend to be lower in the first quarter and higher in the fourth quarter of each year, assuming other factors were to remain constant, such as our advertising rates and the number of available time slots on our network.

Revenue Recognition

Advertising revenues are recognized when all four of the following criteria are met: (i) persuasive evidence of agreement exists; (ii) delivery of service has occurred; (iii) the price is both fixed and determinable; and (iv) collection of the resulting receivable is reasonably assured.

Revenue recognition for adverting service from LCD display network, Poster Frame network, In-store networks and Movie Theatre and Traditional Outdoor Billboard networks. We typically sign standard advertising contracts with our advertising clients, which require us to run the advertiser’s advertisements on our network in specified cities for a specified period, typically from four to twelve weeks. We recognize advertising service revenue ratably over the performance period of the advertising contract, so long as collection of our fee remains probable.

Revenue recognition for Internet advertising network. Revenues primary consist of revenues from advertising and advertising-related services and revenues from sales of Adforward software. Advertising revenues, net of agency rebates, are recognized ratably over the period in which the advertisement is displayed. We sell Adforward subscriptions and perpetual licenses. Revenues are recognized for subscription arrangements ratably over the subscription period for those with fixed fees and as earned (based on actual usage) under our variable fee arrangements. Under perpetual license agreements, revenue recognition is generally commenced when delivery has occurred, software has been installed and training has been provided as we do not currently have vendor-specific objective evidence of fair value, or VSOE, for either installation or training services.

We generally collect our advertising service fees by billing our advertising clients within 60 to 90 days after completion of the advertising contract and book these unbilled or unpaid amounts as accounts receivable until we receive payment or determine the account receivable to be uncollectible.

made provision of $3.6 million, $15.8 million (aggregating the provisions for the disposal group for the SINA transaction and assets held for use) and $29.1 million, respectively, for accounts receivable that were outstanding for longer than six months. We expect our bad debt reserve to account receivables to decrease in absolute dollar terms in future under more favorable macro-economic conditions and more stringent credit policies we adopt.

Cost of Revenues

Our cost of revenues consists of costs directly related to the offering of our advertising services and costs related to our sales of advertising equipment.

The following table sets forth our cost of revenues, divided into its major components, by amount and percentage of our total revenues for the periods indicated:


	For the year ended December 31,
	2007					2008					2009
			% of total					% of total					% of total
	$		revenues			$		revenues			$		revenues
			(in thousands of U.S. dollars, except percentages)
Total revenues	$	410,228		100.0	%	$	642,335		100	%	$	505,035		100	%
Cost of revenues:
Net advertising service cost:
LCD display network		51,850		12.7	%		77,866		12.1	%		75,467		15.0	%
In-store network		23,502		5.7	%		61,834		9.6	%		24,170		4.8	%
Poster frame network		28,086		6.8	%		59,815		9.3	%		95,401		18.9	%
Internet advertising network		51,722		12.7	%		89,052		13.9	%		98,721		19.5	%
Movie theatre & traditional outdoor billboards		28,507		6.9	%		56,944		8.9	%		45,085		8.9	%

Advertising service cost		183,667		44.8	%		345,511		53.8	%		338,844		67.1	%
Other cost		798		0.2	%		1,723		0.3	%		290		0.1	%

Total cost of revenues	$	184,465		45.0	%	$	347,234		54.1	%	$	339,134		67.2	%

Gross profit	$	225,763		55.0	%	$	295,101		45.9	%	$	165,901		32.8	%

Advertising Service Costs

Our cost of revenues related to the offering of our advertising services on our advertising network consists of location costs, flat-panel display depreciation costs and other cost items, including salaries for and travel expenses incurred by our network maintenance staff and costs for materials. In 2008 and 2009, our costs of revenue also include impairment charges of equipment amounting to $18.6 million and $40.3 million, respectively, and impairment charges for acquired intangible assets amounting to $4.8 million and $25.4 million, respectively.

Location costs for our LCD display network, in-store network, poster frame network and movie theatre & traditional outdoor billboard networks consist of:

• rental fees and one-time signing payments we pay to landlords, property managers and stores pursuant to the display placement agreements we enter into with them;

• commissions and public relations expenses we incur in connection with developing and maintaining relationships with landlords and property managers; and

• maintenance fees for keeping our displays in proper operating condition.

Generally, we capitalize the cost of our media displays and recognize depreciation costs on a straight-line basis over the term of their useful lives, which we estimate to be five years. The primary factors affecting our depreciation costs are the number of flat-panel displays in our network and the unit cost for those displays, as well as the remaining useful life of the displays. Beginning in 2006, our results of operations have been negatively affected by the amortization of intangible assets in relation to, among other things, material contracts and customer lists as a result of several acquisitions, particularly the acquisition of Framedia, Target Media and Allyes. The amortization of acquired intangible assets charged to cost of advertising services amounted to $16.1 million, $26.4 million and $18.6 million for 2007, 2008 and 2009, respectively.

Our other cost of revenues consist of salary for and travel expenses incurred by our network maintenance staff and costs for materials and maintenance in connection with the upkeep of our advertising network. The primary factor affecting our other costs of revenues is the size of our network maintenance staff. As the size of our network increases, we expect our network maintenance staff, and associated costs, to increase in absolute terms, but to decrease as a percentage of total revenues.

LCD display Network. Location costs are the largest component of our cost of revenues for our commercial location network. The primary factors affecting the amount of our location costs include the number of display placement agreements we enter into and the rental fees we pay under those agreements. We expect these costs to decrease as a percentage of our advertising service revenue for our commercial location network in the future, as our advertising service revenue for our commercial location network is expected to increase faster than the additional cost we incur from entering into new display placement agreements and any increases we may experience in renewing existing display placement agreements. However, when our display placement agreements expire, we may be unable to renew these agreements on favorable terms and the rental fee portion of our location costs attributable to these existing locations could increase. As we continue to increase the size of our network and as we update and replace our existing displays with new technology, our depreciation costs in connection with our commercial location network are expected to increase.

In-store Network. The primary costs of revenues connected with our in-store network are location costs resulting from rental and maintenance fees and depreciation costs for our displays. We expect these costs to be lower as a percentage of the revenue in near future compared to 2009.

Poster Frame Network. The primary costs of revenues connected with our poster frame network are location costs resulting from rental fees. Depreciation costs for our frames and other costs for salary and maintenance fees also account for a significant portion of cost of revenues for our poster frame network. We expect these costs to increase in 2010 and years after because of expansion of the poster frame network and more intense competition from our competitors for desirable locations.

Internet Advertising Services Network. The primary costs of revenues connected with our Internet advertising services network are advertising space leasing costs charged by gateway websites and research and development costs in connection with the development of Internet advertising software packages. We expect these costs to be stable as percentage of revenue in near future compared to 2009.

Movie Theatre & Traditional Outdoor Billboard Networks. The primary costs of revenue connected with movie theater advertising network and traditional outdoor billboard network are advertising time slot leasing costs charged by the movie operators and advertising space leasing costs charged by the billboard owners, respectively.

Operating Expenses and Net Income

Our operating expenses consist of general and administrative, selling and marketing expenses and amortization of acquired intangible assets. In 2008 and 2009, our operating expenses also included a goodwill impairment loss. The following table sets forth our operating expenses, divided into their major categories by amount and as a percentage of our total revenues for the periods indicated.


	For the year ended December 31,
	2007						2008						2009
				% of total						% of total						% of total
	$			revenues			$			revenues			$			revenues
				(in thousands of U.S. dollars, except percentages)
Gross profit	$	225,763			55.0	%	$	295,101			45.9	%	$	165,901			32.8	%
Operating expenses:
General and administrative		45,641			11.1	%		90,194			14.0	%		120,191			23.8	%
Selling and marketing		60,708			14.8	%		95,400			14.9	%		107,184			21.2	%
Impairment loss		—			0.0	%		596,069			92.8	%		86,303			17.1	%
Other operating income		(7,645	)		(1.9	)%		182,522			28.4	%		10,848			2.2	%

Total		98,704			24.0	%		964,185			150.1	%		324,526			64.3	%

Income from operations		127,059			31.0	%		(669,084	)		(104.2	)%		(158,625	)		(31.5	)%

General and Administrative. General and administrative expenses primarily consist of salary and benefits for management and finance and administrative staff personnel, share-based compensation expenses, bad debt expenses, business tax mainly relating to tax planning charges paid by our affiliated PRC companies, office rental, maintenance and utilities expenses, depreciation of office equipment, other office expenses and professional services fees. General and administrative expenses accounted for 11.1%, 14.0% and 23.8% of our total revenues in 2007, 2008 and 2009, respectively. The increase in general and administrative expenses in absolute dollar term and as percentage of total revenue for 2009 comparing to 2008 and 2007 is mostly attributable to following two factors: (1) in 2009 we incurred more bad debt provision for our accounts receivable due to unfavorable macro economic conditions in 2009; and (2) we incurred more share-based compensation due to our modification and cancellation of the 2007 employee share option incentive plan, which was modified in October 2008, adopting an employee restricted share incentive plan in 2009 and issuing 75 million new ordinary shares to Jason Nanchun Jiang through JJ Media Investment Holding, which resulted in a $4.0 million compensation charge. We expect our general and administrative expenses will increase in absolute dollar terms in the near term compared to 2009 due to the “2009 Replacement” incentive plan described in further detail below in “Share-based Compensation”.

Selling and Marketing. Our selling and marketing expenses primarily consist of salaries and benefits, including share-based compensation expense for our sales staff, marketing and promotional expenses, and other costs related to supporting our sales force. Selling and marketing expenses accounted for 14.8%, 14.9% and 21.2% of our total revenues in 2007, 2008 and 2009, respectively. The increase in selling and marketing expenses both in absolute dollar terms and as percentage of total revenue in 2009 compared to 2008 and 2007 was primarily attributable to following two factors: (1) we had to spend more as a percentage of total revenue in marketing and promotional activities to counter the contracting customer demands for our advertising services under unfavorable macro economic conditions; and (2) we incurred more share-based compensation expenses due to our modification and cancellation of the 2007 employee share option incentive plan, which was modified in October 2008, and adopting an employee restricted share incentive plan in 2009. We expect that our selling and marketing expenses will increase in absolute dollar terms in near term compared to 2009 due to the “2009 Replacement” incentive plan described in further detail below in “Share-based Compensation”. .

Impairment Loss for goodwill. We are required to complete a two-step goodwill impairment test. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. We performed an annual goodwill impairment test for each of our reporting units as of December 31, 2007, 2008 and 2009 or when a triggering event indicated that it was probable that the carrying amount of a reporting unit may have exceeded its fair value. As a result, we recorded a goodwill impairment loss of $596.1 million and $87.6 million for the year ended December 31, 2008 and 2009, respectively, which were primarily related to our poster frame network and Internet advertising business.

The timing of an impairment test may result in charges to our statements of operations in our current reporting period that could not have been reasonably foreseen in prior periods. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to the reporting units, assigning goodwill to reporting units and estimating the fair value of each reporting unit. Estimates of fair value of each reporting unit are significantly affected by assumptions such as future revenue growth rates, gross margin percentages, operating margin percentages, effective tax rates, terminal growth rates, discount rate, working capital requirements and capital expenditures. Changes in these estimates and assumptions could materially affect the determination of fair value of each reporting unit which could trigger impairment.

Long-lived asset Impairment. We test long-lived assets for possible impairment if an event occurs or circumstances change that would more likely than not reduce the fair value of an asset group below its carrying

amount. Asset recoverability is an area involving management judgment, requiring assessment as to whether the carrying value of assets can be supported by the undiscounted future cash flows. In calculating the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters such as revenue growth rates, gross margin percentages, terminal growth rates and the economic life of the long-lived assets. As a result of impairment tests performed, we recognized impairment losses on long-lived assets of $23.4 million and $65.7 million in 2008 and 2009, respectively.

Share-based Compensation. In 2007 and 2008, options to purchase 10,892,685 and 26,529,625 ordinary shares were authorized and granted under our option plans, respectively. Of the 26,592,625 options granted in 2008, 10,138,625 options were granted concurrently with the cancellation of 21,724,685 options granted during the period from October 3, 2007 to July 25, 2008 (“2008 Replacement”). This was accounted for as a modification with no incremental compensation cost as the fair value of the options immediately before modification was higher than the fair value of the modified options.

On September 22, 2009, as a result of recent performance evaluations, 1,776,300 of the 2008 Replacement options were cancelled and previously unrecognized compensation cost of $2,587,993 was recognized on the cancellation date. In addition, 7,550,849 of the 2008 Replacement options, associated with 300 employees, were cancelled and replaced by an equivalent number of unvested restricted shares (“2009 Replacement”). This was accounted for as a modification with an incremental compensation cost of $8,122,206 recorded over the vesting period of two to three years. The incremental compensation cost was measured as the excess of the fair value of the restricted shares over the fair value of the cancelled options at the cancellation date. Further, restricted shares to obtain 28,935,131 ordinary shares were granted to employees in 2009.

Under the terms of each plan, options are generally granted at prices at the fair market value of the ordinary shares at the date of grant, whereas restricted shares are granted without exercise price, expire 10 years from the date of grant and generally vest over two to four years with certain options vesting over one year. As of December 31, 2007, 2008 and 2009, 39,890,055, 32,840,540 and 15,642,620 options and as of December 31, 2009, 36,3448,980 restricted shares were granted to employees and remained outstanding, respectively. The fair value of restricted shares are valued at fair market value of the ordinary shares at the date of grant whereas the fair value of options granted to employees is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:


Options granted to employees and
non-employees:	2007			2008			2009
Risk-free rate of return		4.02% - 4.68	%		1.59%-3.2	%		0.87	%
Weighted average expected option life	2 years				2.5 to 4 years		2.5 years
Volatility rate		50.61%-53.05	%		53%-68.88	%		88.32	%
Dividend yield		0	%		0	%		0	%

The expected volatilities were estimated based on historical volatility. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate assumption is determined using the Federal Reserve nominal rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award. The weighted average fair value of share options granted for the years ended December 31, 2007 and 2008 was $3.56, $1.85, respectively and the weighted average fair value of restricted shares granted for the year ended December 31, 2009 was $2.24.

On September 23, 2009, we entered into a definitive agreement for a private equity placement of 75 million of our newly issued ordinary shares with Jason Nanchun Jiang through JJ Media Investment Holding Limited, for a purchase price of $1.899 per share, representing the average closing price of the shares during the twenty consecutive trading days preceding the signing of the definitive agreement. On November 18, 2009, the private equity placement was consummated and we received gross proceeds of $142.4 million. The shares issued to JJ Media Investment Holding Limited were subject to a six month lock-up. This transaction resulted in share based compensation expense of $4.0 million, which represents the excess of the fair value of our shares over the purchase price. The fair value of the shares reflects our closing share price on the trading day immediately preceding the signing date of the definitive agreement.

The following table summarizes the share-based compensation recognized in the consolidated statements of operations:


	For the years ended December 31,
	2007		2008		2009
Cost of sales	$	980,488	$	1,469,847	$	1,504,092
General and administrative		11,307,664		24,510,009		43,839,566
Selling and marketing		9,166,146		16,635,310		21,159,476

Total	$	21,454,298	$	42,615,166	$	66,503,134

Amortization of Acquired Intangibles. Our amortization of acquired intangibles consists of the amortized portion of intangible assets we acquired through our acquisition of other companies and assets. The Group recorded amortization expense as follows:


	For the years ended December 31,
	2007		2008		2009
Cost of revenues	$	16,113,970	$	26,419,547	$	18,628,185
Selling and marketing		8,639,094		13,669,067		8,650,559

Total	$	24,753,064	$	40,088,614	$	27,278,744

The Group expects to record amortization expense of $17,084,514, $12,544,500, $6,719,309, $3,336,761, and $1,528,937 for the years ending December 31, 2010, 2011, 2012, 2013 and 2014, respectively.

Critical Accounting Policies

We prepare our financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements as their application places the most significant demands on our management’s judgment.

Revenue Recognition

The Group’s revenues are primarily derived from advertising services and, to a lesser extent, sales from advertising equipment and sales from Internet subscriptions and perpetual licenses to its Adforward software.

Revenues from advertising services and advertising equipment are recognized when (i) persuasive evidence of an arrangement exists; (ii) delivery of the products and/or services has occurred and risks and rewards of ownership have passed to the customer; (iii) the selling price is both fixed and determinable; and (iv) collection of the resulting receivable is reasonably assured.

The Group generates advertising service revenues from the sale of advertising time slots in the out-of-home television advertising networks, the sales of frame space on the poster frame network, advertising time slots on big screen networks leased from movie theatres and on traditional billboard networks and the sale of advertising services through our Internet network. In the majority of advertising arrangements, the Group acts as a principal in the transaction and records advertising revenues on a gross basis. The associated expenses are recorded as cost of revenues. In some instances the Group is considered an agent and recognizes revenue on a net basis. Revenues from advertising services are recognized, net of agency rebates, ratably over the period in which the advertisement is displayed, assuming all other revenue recognition criteria have been met.

Revenues from the sale of advertising equipment are recognized upon delivery, assuming all other revenue recognition criteria have been met.

The Group sells Adforward subscriptions and perpetual licenses. Revenues are recognized for subscription arrangements ratably over the subscription period for those with fixed fees and as earned (based on actual usage) under our variable fee arrangements. Under perpetual license agreements, revenue recognition generally commences when delivery has occurred, software has been installed and training has been provided as the Group does not currently have VSOE for either installation or training services.

The Group enters into franchise arrangements with a number of third party franchisors. Revenue from initial franchise fees was recognized when the franchise sale transaction was completed, that is, when all material services or conditions relating to the sale had been substantially performed or satisfied by the franchisor.

Prepayments for advertising services are deferred and recognized as revenue when the advertising services are rendered.

Accounts Receivable

Our accounts receivable are general unsecured obligations of our advertising clients and we do not receive interest on unpaid amounts. We make specific reserves for accounts that we consider to be uncollectible based on known changes in customers’ ability to pay. We also provide a general reserve for uncollectible accounts that we reassess on a quarterly basis. The general reserve is determined by applying certain percentages to each aging group of account receivables. The estimated percentages of uncollectible account receivables for general reserve purpose was affected by management’s perception about general economic environment and historical collection data for each aging group. The actual collection may materially differ from what the management estimated. In 2007, 2008 and 2009, we made provisions of $3.7 million, $15.8 million and $29.1 million, respectively, for accounts receivable that were outstanding for longer than six months. The significant increase in bad debt reserves is primarily due to unfavorable macro economic conditions caused by the financial crisis in late 2008. We expect our bad provision to account receivables to decrease in absolute dollar term in future under more favorable macro economic condition, more stringent credit policies and intensified collection efforts.

Despite the downward trend in advertising revenue during this period and financial difficulties encountered by some of our major customers’ overseas parent companies in automobile and financial services industries, we did not believe that the collectability of the account receivables from these customers would be affected significantly. This was primarily based on (i) our belief that the financial downturn would result in downward pressure on future revenues as opposed to collection of historical accounts receivable, (ii) our major customers were Chinese subsidiaries or Chinese joint ventures of the parent companies experiencing such financial difficulties and (iii) our belief that such subsidiaries or joint ventures were more financially stable than their parent companies and, as a result, would not be affected to the same degree as the parent, particularly as it relates to joint ventures. This belief was based further on (i) the limitation imposed by Chinese law on the degree that a Chinese company can distribute dividends to parents outside of China, (ii) historical levels of collecting amounts due from such customers continued to remain high and (iii) the vast majority of receivables from major customers in automobile and financial services industries were collected prior to the issue of our consolidated financial statements. As a result, we continued to follow our normal practice of estimating the general provision based on the aging of account receivables and did not significantly increase the specific bad debt provision for accounts receivable due from our major customers.

The additional bad debt provision provided in 2009 was primarily related to accounts receivable from customers of recently acquired subsidiaries in tier 2 cities in the poster frame network. We continuously monitor our account receivable collection pattern and make adjustment to bad debt general provision based on latest available information. From the end of the second quarter in 2009, we began to experience a slower than usual account receivable collection cycle, triggered by a deterioration in our relationship with the original owners of those recently acquired subsidiaries, who used to be the main focus of accounts receivable collection efforts, resulted from the unsuccessful re-negotiation of earn-out agreements. In light of the situation, we applied a higher percentage of bad debt provision against each aging group of account receivables for our poster frame business. As a result, we incurred significantly higher bad debt expense in 2009 than in 2008.

Share-based Compensation

Share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employees’ requisite service period. Our share-based compensation plans are described in Note 12 to our consolidated financial statements and above in the section “Item 5. Operating and Financial Review and Prospects — Share-based Compensation” on page 60.

The fair value of restricted shares is the market value of the ordinary shares on the date of grant whereas the fair value of options granted to both employees is estimated on the date of grant using the Black-Scholes-Merton option pricing model, which requires the input of highly subjective assumptions, including the estimated expected life of the share options, and the price volatility of the underlying shares. The assumptions used in calculating the fair value of share options represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future. In addition, we estimate our expected forfeiture rate and recognize the expense only for those shares expected to vest. These estimates are based on past employee retention rates and our expectations of future retention rates. We will prospectively revise our estimated forfeiture rates based on actual history. Our compensation expense may change based on changes to our actual forfeitures of these share-based compensation.

Income Taxes

We record a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. In the event we determine that we will be able to realize our deferred tax assets in the future, in excess of their recorded amount, an adjustment to our deferred tax assets would increase our income in the period such determination was made. Likewise, if we determine that we will not be able to realize all or part of our net deferred tax assets in the future, an adjustment to our deferred tax assets would decrease our income in the period such determination was made. We record income tax expense on our taxable income using the balance sheet liability method at the effective rate applicable to each of our affiliated entities in China in our consolidated statements of operations and comprehensive income. Currently, one of our subsidiaries is in the process of applying for HNTE status in China. This tax status, along with the applicable tax holidays, will allow the subsidiary to benefit from a 0% tax rate for year 2010. Upon receiving the approval for the HNTE status, we will adjust the tax accrual to reflect the 0% tax rate applicable to that particular subsidiary effective from January 1, 2010 and the estimated effective tax rate for fiscal year 2010 through 2012 for the Group will be reduced.

Goodwill Impairment

We test goodwill for possible impairment on an annual basis as of December 31 of each year and at any other time if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Circumstances that could trigger an impairment test between annual tests include, but are not limited to:

• a significant adverse change in the business climate or legal factors;

• an adverse action or assessment by a regulator;

• unanticipated competition;

• loss of key personnel;

• the likelihood that a reporting unit or a significant portion of a reporting unit will be sold or disposed of;

• change in reportable segments; and/or

• results of testing for recoverability of a significant asset group within a reporting unit.

The timing of an impairment test may result in charges to our statements of operations in our current reporting period that could not have been reasonably foreseen in prior periods. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to the reporting units, assigning goodwill to reporting units and estimating the fair value of each reporting unit. Estimates of fair value of each reporting unit is significantly affected by assumptions such as future revenue growth rates, gross margin percentages, operating margin percentages, effective tax rates, terminal growth rates, discount rates, working capital requirements and capital expenditures. Changes in these estimates and assumptions could materially affect the determination of fair value of each reporting unit which could trigger impairment.

As of December 31, 2007, 2008 and 2009, we had a goodwill balance of $943.4 million, $30.7 million and $410.4 million, respectively. Our goodwill primarily arises from the initial consideration paid and subsequent settlement of contingent consideration of our business acquisitions. The following table presents the changes in our goodwill balance for the years ended December 31, 2008 and 2009:


											Movie theater
					Poster		Mobile				& traditional
	LCD display				frame		handset		Internet		outdoor
	network		In-store network		network		advertising		advertising		billboards		Total
Balance as of January 1, 2008	$	396,428,510	$	—	$	337,320,124	$	43,003,566	$	166,646,082	$	—	$	943,398,282
Goodwill acquired during the year		—		127,752,752		449,100		—		—		—		128,201,852


																Movie theater
							Poster			Mobile						& traditional
	LCD display						frame			handset			Internet			outdoor
	network			In-store network			network			advertising			advertising			billboards			Total
Goodwill recorded as a result of contingent consideration resolved		4,901,109						38,971,908			1,122,670			76,595,733			—			121,591,420
Modification of original purchase price allocation					17,834,158			—			—			5,897,710			857,390			24,589,258
Goodwill impairment								(376,771,621	)		—			(218,440,000	)		(857,390	)		(596,069,011	)
Disposal of subsidiaries					(145,586,910	)		—			(44,126,236	)		—			—			(189,713,146	)
Reclassified to assets held for sale		(402,742,395	)					—			—			—			—			(402,742,395	)
Translation adjustments		1,412,776						30,489			—			—			—			1,443,265


Balance as of December 31, 2008	$	—		$	—		$	—		$	—		$	30,699,525		$	—		$	30,699,525
Goodwill acquired during the year		1,100,903			—			—			—			—			—			1,100,903
Goodwill recorded as a result of contingent consideration resolved		1,992,683			—			30,396,719			—			16,208,898			33,249,508			81,847,808
Modification of original purchase price allocation		—			—			—			—			193,266			—			193,266
Goodwill impairment		—			—			(30,396,719	)		—			(23,961,974	)		(33,249,508	)		(87,608,201	)
Reclassified from assets held for sale		402,742,395			—			—			—			—			—			402,742,395
Disposal of subsidiaries		—			—			—			—			(18,867,217	)		—			(18,867,217	)
Translation adjustments		260,212			—			—			—			—			—			260,212

Balance as of December 31, 2009	$	406,096,193			—		$	—		$	—		$	4,272,498		$	—		$	410,368,691

The contingent consideration for our reporting units were each calculated at multiples of approximately 1 to 17.5 of the specified earning targets for each individual entity, which were determined at the time of the acquisitions. In contrast, the goodwill impairment test was performed at the reporting unit level, as opposed to the individual entity level. Further, the reporting unit’s fair value is based on projected performance as opposed to historical performance.

Goodwill impairment in 2008

In December 10, 2008, we announced termination of CGEN share purchase agreement and the disposal of the business. As a result, we impaired the full outstanding balance of goodwill arising from the CGEN acquisition of $145.6 million, and was recorded in “other operating expenses (income), net” in the consolidated statements of operations.

In the fourth quarter of 2008, we began to face mounting uncertainties about the future demand for our services by our major advertisers. Such uncertainty and worsening macro-economic situation prompted us to undertake an impairment test for each of our reporting unit using income approach valuation methods. The results of our annual impairment test resulted in a goodwill impairment loss of $376.8 million in 2008 for our poster frame reporting unit, $218.4 million for our Internet advertising reporting unit and $0.9 million for our movie theatre and traditional billboard advertising services reporting unit, as the valuation analysis indicated that the fair value of the reporting units were less than the carrying value. The results of the first step of our annual impairment test indicated that the fair value of our LCD display network reporting unit substantially exceeded its carry amount and therefore, the reporting unit was not subject to the second step of the impairment test.

The key assumptions used to determine the fair value of each reporting unit included revenue growth rates, gross profit percentage, operating profit percentage, capital expenditures, working capital requirements, terminal value growth rates and discount rates.

In our impairment test of the poster frame network performed on December 31, 2008, we expected (i) revenue would experience (a) a mild decline in 2009, (b) a recovery in 2010 and (c) growth in line with China’s GDP growth subsequent to 2010; (ii) gross profit and operating profit would fluctuate with the changes in revenues as direct cost are largely fixed; (iii) capital expenditures during each period would be slightly higher than depreciation to reflect the projected revenue growth, which would be partially driven by network expansion; (iv) the incremental working capital requirement for each projected year would be proportional to projected revenue growth. We used 2% as the perpetual growth rate to derive the terminal value based on the long-term consumer price index (“CPI”) rate in China. We estimated a 20.5% discount rate based on the weighted average cost of capital (“WACC”) which incorporated a risk premium for small corporations and country-specific risk referenced to market data. The revenues, gross profit and operating profit projections for the poster frame segment were significantly less than the projections made in our analysis as of December 31, 2007 and were also significantly less than historical performance. These significant downward adjustments in our 2008 projections were primarily due to adverse changes in the macro-economic environment amid the financial crisis and the more intense competition we were facing in this segment.

In our impairment test of movie theatre and traditional billboard performed on December 31, 2008, we expected (i) revenue would experience growth in proportion to China’s GDP growth for 2009 and years after and (ii) gross profit and operating profit margins would remain at their historical level. We used 2% as the perpetual growth rate to derive the terminal value based on the long-term consumer price index (“CPI”) rate in China. We estimated a 20.5% discount rate based on the weighted average cost of capital (“WACC”) which incorporated a risk premium for small corporations and country-specific risk referenced to market data. The revenue projections were significantly less than the projections made in our analysis on December 31, 2007 and were also significantly less than the segment’s historical growth rates. We significantly lowered our expectations for revenue growth given our belief that in an economic downturn, advertisers would be more inclined to allocate a higher percentage of their advertising budgets to the media, such as television and digital media, as opposed to printed media, such as outdoor billboards.

In March 2008, as a result of changes to government regulations in the mobile handset advertising industry in the PRC, there was a triggering event which required us to reevaluate the carrying value of the goodwill and assets of the mobile handset advertising reporting unit. We undertook a business restructuring in April 2008 to

amend our strategic business plans and on December 10, 2008, we announced the complete termination of our mobile handset advertising business. We incurred a $44.1 million goodwill impairment loss which was classified within the loss from discontinued operations for 2008.

Goodwill impairment in 2009

On September 28, 2009, the Company and SINA jointly decided to abort the proposed acquisition announced on December 22, 2008. As such, the assets classified as held-for-sale as of December 31, 2008 were reclassified as assets to be held and used. At the time of reclassification, the assets were required to be measured at the lower of (1) their carrying amount before they were classified as held-for-sale, adjusted for any depreciation or amortization that would have been recognized had the assets been continuously classified as held and used or (2) their fair value at the date of reclassification. Certain of the reclassified assets had a fair value lower than their carrying value, which the Group believed was a goodwill impairment indicator. Accordingly, the Group performed an impairment test using the income approach valuation method on the two reporting units subject to reclassification, LCD display network and poster frame network.. The analysis resulted in an impairment of $16.4 million, representing all of the poster frame reporting unit’s remaining goodwill. This goodwill was the result of the settlement of contingent consideration while the associated reporting unit was classified as held-for-sale. As actual poster frame network results in 2009 were lower than projected in our 2008 goodwill impairment analysis, we further reduced, among other things, projected revenues, gross profits and operating profits in performing the aforementioned impairment analysis. The LCD display reporting unit passed the first step of the impairment test with fair value exceeding the carrying amount by a substantial margin and therefore, incurred no impairment loss.

In the fourth quarter of 2009, the Group paid further contingent consideration of $14.0 million related to the poster frame network reporting unit. The contingent consideration for the poster frame units was calculated based on multiples of one to two of a predetermined earnings target, which were determined at the time of the acquisitions. This amount was recorded as additional goodwill and was immediately impaired as there had been no material changes in the fair value of the reporting unit subsequent to September 28, 2010, the most recent impairment analysis date. The impairment test for goodwill arising from poster frame acquisitions was performed for the whole reporting unit rather than for each individual subsidiary. As a result, when the reporting unit’s fair value, which is based on management’s forecasted operating results for the reporting unit as a whole, declined significantly due to contracting customer demand caused by the financial crisis and increased competition, the additional goodwill arising from such contingent consideration was impaired even though individual subsidiaries were able to meet their respective earnings targets. The balance of goodwill for the poster frame reporting unit remained at zero at December 31, 2009.

The annual impairment test for the LCD display network at December 31, 2009 did not result in additional goodwill impairment as there had been no material changes in the fair value of this unit subsequent to the date of the last impairment test on September 28, 2009.

In August 2009, the Group started to negotiate with the ex-shareholders of various subsidiaries within the Internet advertising segment to sell back part of the equity interests held by the Group in those entities, in exchange for the reduction of future earn-out payments stated in the original purchase agreements. These transactions were considered a triggering event for performing an impairment test for the Internet advertising reporting unit, which was the reporting unit for the purpose of the goodwill impairment test. As a result of the test, the Group recorded a goodwill impairment of $24.0 million using an income approach. Subsequently, the Group disposed of these subsidiaries, which resulted in a de-recognition of goodwill amounting to $18.9 million. These amounts, along with all operations of these subsidiaries, have been classified as a component of loss from discontinued operations in the consolidated statements of operations.

As of December 31, 2009, the Internet advertising reporting unit had a goodwill balance of $4.3 million. The Group performed its annual impairment test at the end of the year, which indicated that the fair value exceeded the carrying amount by a significant margin and, therefore, no further goodwill impairment was recognized.

We settled contingent purchase consideration of $33.2 million associated with the movie theatre and traditional outdoor billboard reporting unit during the year ended December 31, 2009. The entire $33.2 million related to the traditional outdoor billboard portion of this unit. This amount was recorded as additional goodwill and was immediately impaired as there had been no material changes in the fair value of the reporting unit subsequent to the December 31, 2008, the most recent impairment analysis date, which was still lower than the carrying amount of

the reporting unit on December 31, 2009. As the balance of goodwill remained at zero at December 31, 2009, no annual impairment test for movie theatre and traditional outdoor billboard reporting unit was required.

Long-lived asset Impairment

We test long-lived assets for possible impairment if an event occurs or circumstances change that would more likely than not reduce the fair value of an asset group below its carrying amount. Asset recoverability is an area involving management judgment, requiring assessment as to whether the carrying value of assets can be supported by the undiscounted future cash flows. In calculating the undiscounted future cash flows and fair value, certain assumptions are required to be made in respect of highly uncertain matters such as revenue growth rates, gross margin percentages, net operating margin percentages, effective tax rates, and terminal growth rates and the economic life of each long-lived asset.

Impairment of long-lived assets in 2008

In the fourth quarter of 2008, we determined that a substantial portion of fixed assets for the LCD display networks classified as assets held for sale may not be effectively utilized in the future due to our decision to halt our network expansion plan given an unfavorable macro economic environment, which was manifested by the first sequential decline in revenue in our history during the quarter ended December 31, 2008, and uncertainty in regard to customer demands for our LCD display network-based advertising services. As a result, we recognized a $15.3 million equipment impairment expense.

Despite experiencing significant revenue growth in all lines of businesses from 2007 to 2008, we experienced significant order cancellations in the fourth quarter of 2008 from customers in our LCD network and poster frame network. As a result, we experienced the first sequential decline in revenue in our history during the quarter ended December 31, 2008. Except for the 2008 fiscal year, the fourth quarter of each year has historically been our strongest quarter during our five year history as a public company because advertisers generally discuss the upcoming year’s advertising budget with media at the end and the beginning of each year. This trend, however, was not experienced in the fourth quarter of 2008 or the first quarter of 2009. In addition, our LCD network and poster frame network have historically relied on advertisers from the automobile and financial service industries, which in aggregate accounted for approximately 30% of our revenue in 2008. Both of these industries were severely affected by the global financial crisis, and many of our major customers’ parent companies in Europe and North America from these industries were facing significant financial problems, including in some cases the possibility of bankruptcy. Given these circumstances, we estimated that customer demand for advertising on our LCD network was unlikely to recover for a prolonged period of time and considered the circumstance to be an indicator of impairment. Based on the impairment assessment performed, we impaired the equipment prepared for network expansion.

Despite our disposal of CGEN in December 2008, we continued our in-store advertising business as we retained the in-store monitors acquired from CGEN for future use in our own organic in-store advertising business. Customer interest in the in-store LCD display network acquired from CGEN declined when it was announced that we disposed of CGEN in December 2008. However, organic growth of our own in-store advertising business, which was similar in size to CGEN, has continued apace. Customer demand for our in-store networks is attributable primarily to the fast moving consumer goods, or FMCG, industry which tend to prefer to place advertisements on the in-store network, where they can directly target consumers for their products. Advertising demand for FMCG tends to be less cyclical compared to the automobile and financial service industries that comprise a more significant portion of other parts of our advertising network.

In the fourth quarter of 2008, we also recorded an impairment charge of $4.8 million on intangible assets associated with the Target Media brand due to the management decision to accelerate phasing out the brand from the operation of our LCD display networks.

In the fourth quarter of 2008, we began to have a rental dispute with one of major chain-store operators in China. We could not foresee when the dispute would be settled or whether the settlement would be in our favor. Before the settlement of this dispute, we were denied physical access to the equipment installed in the chain-stores by the chain-store operator. As a result, we recorded an impairment charge of $3.3 million of the equipment installed in the chain-store.

As a result of the termination of the mobile handset advertising services as described above in “Goodwill Impairment”, we recognized an impairment of $14.6 million for the intangible assets, which was recorded within loss from discontinued operations.

Impairment of long-lived assets in 2009

During the first quarter of 2009, we announced that we would cease expansion of our digital poster frame networks and, in response to a regulation promulgated by Shanghai Municipality Government in early 2009, the operation of our boat-based advertising platform on the Huangpu River. As part of the assets to be sold to SINA, both digital poster frames and boat-based advertising platform on the Huangpu River were classified as assets held-for-sale until September 2009. In accordance with U.S. GAAP, such assets were not depreciated or amortized nor were they subject to the same impairment analysis as assets held and used. With the termination of the agreement with SINA in the third quarter of 2009, the Company decided that the chances of fully utilizing the majority of our digital frames or selling them to third parties in the future were remote as manifested by deteriorating quarterly revenue and gross profit performances since the beginning of 2009. As a result, the Company recorded an impairment loss of $27.0 million, which represents the excess of carrying amount of those digital frames over their fair value, representing the estimated salvage value of those digital frames that could be utilized as spare parts for the equipment already installed and in use as of March 31, 2009. The Company also decided that the chances of resuming operation of the boat-based advertising platform on the Huangpu River were remote and that it was not be economically viable to operate the platform on other rivers in China and, therefore, recorded an impairment loss of equipment and intangible assets associated with the platform of $9.5 million and $3.2 million, respectively.

In August 2009, the Company started to negotiate with the ex-shareholders of various subsidiaries within the Internet segment to sell back part of the equity interests held by the Company in those entities in exchange for the reduction of future earn-out payments. Some of these partial equity disposal transactions were closed towards the end of August. Subsequently the Company completely disposed of its remaining equity interests in those subsidiaries within the Internet businesses during the quarter ended December 31, 2009. As a result, the Company recorded an impairment loss of the disposal of intangible assets of $19.0 million within the loss from discontinued operations.

In addition, a $22.2 million impairment loss was recorded for the acquired intangible assets for certain subsidiaries in our internet advertising business that were underperforming. The impaired intangible assets primarily consisted of technology, lease agreements, customer base and trademark. We also recorded a $1.5 million impairment loss on equipment related to the discontinuation of our mobile handset advertising business and a $2.3 million impairment loss on equipment from the disposal of CGEN.

Taxation

Cayman Islands, the British Virgin Islands and Hong Kong.

Under the current laws of the Cayman Islands and the British Virgin Islands, none of Focus Media Holding Limited, and its subsidiaries incorporated in Cayman Islands or the British Virgin Islands, is subject to tax on its income or capital gains. Focus Media Hong Kong, Allyes (China) Holding Company Limited and Hua Kuang Advertising Company Limited, our wholly owned subsidiaries incorporated in Hong Kong, is subject to profits tax rate of 16.5% on its assessable profits, yet interest derived from deposits placed in Hong Kong with authorized institutions is exempted from the Hong Kong profits tax. In addition, payment of dividends by either company is not subject to withholding tax in those jurisdictions.

Taxable Presence Exposure in the PRC

The newly enacted Enterprise Income Tax Law and its implementation regulations, as discussed below, provides that enterprises established under the laws of foreign countries or regions whose “de facto management bodies” are located within the PRC are considered PRC resident enterprises and will be subject to the PRC Enterprise Income Tax at the rate of 25% on their worldwide income. Under the Implementation Rules of the PRC Enterprise Income Tax Law, as discussed below, a “de facto management body” is defined as a body that has

material and overall management and control over manufacturing and business operations, personnel and human resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise. Although our main management and investment functions are performed outside of China, there is uncertainty regarding whether PRC tax authorities would deem us to be a PRC resident enterprise. If we are treated as resident enterprises for PRC tax purposes, we will be subject to PRC tax on our worldwide income at the 25% tax rate, which would have an impact on our effective tax rate. Additionally, under such circumstances, dividends distributed from our PRC subsidiaries to our BVI company and ultimately to our Cayman Islands company, could be exempt from Chinese dividend withholding tax, and dividends from our Cayman Islands company to ultimate shareholders would be subject to Chinese withholding tax at 10% or a lower treaty rate.

PRC

Prior to January 1, 2008, pursuant to the PRC Income Tax Laws, the Company’s subsidiaries and VIEs were generally subject to Enterprise Income Tax (“EIT”) at a statutory rate of 33%, which comprised 30% national income tax and 3% local income tax.

On January 1, 2008, a new EIT law (the “New Law”) in China took effect. The New Law applies a uniform 25% EIT rate to both foreign invested enterprises and domestic enterprises. The New Law provides a five-year transition period from its effective date for those enterprises which were established before the promulgation date of the New Law and which were entitled to a preferential tax treatment under the PRC Income Tax Laws, such as a reduced tax rate or a tax holiday. On December 26, 2007, the State Council issued the Notice of the State Council Concerning Implementation of Transitional Rules for Enterprise Income Tax Incentives (“Circular 39”). Based on Circular 39, certain specifically listed categories of enterprises which enjoyed a preferential tax rate of 15% are eligible for a graduated rate increase to 25% over the 5-year period beginning from January 1, 2008. Specifically, the applicable rates under such an arrangement for such enterprises would be 18%, 20%, 22%, 24% and 25% for 2008, 2009, 2010, 2011, 2012 and thereafter, respectively. Preferential tax treatments will continue to be granted to industries and projects that are strongly supported and encouraged by the state, and enterprises that qualify as “new and high technology enterprises strongly supported by the state (“HNTE”) under the New Law will be entitled to a 15% preferential EIT rate.

Most of the Company’s subsidiaries and VIEs transitioned from 33% to 25%, effective January 1, 2008. Those that currently enjoyed a lower tax rate of 15% as high-tech companies under the PRC Income Tax Laws transition to the uniform tax rate of 25% from 2008 unless they obtain the HNTE status under the New Law. The Group has thus generally applied the 25% rate in calculating its deferred tax balances. Subsidiaries and VIEs with temporary differences reversing during the holiday period have used the reduced rates in calculating their deferred tax balance.

Among the subsidiaries and VIEs, Beijing Focus Media Wireless Co., Ltd. and Beijing Kong Zhong Hui Ke Technology Co., Ltd. qualified for the transitional rule under Circular 39 and thus enjoyed 0% for 2008 and enjoy a 50% reduction off the transitional tax rate from 2009 through 2011 based on the transitional rule under the New Law. New Allyes Information is subject to the transitional rule provided under Circular 39, while Allyes Information Technology (Shanghai) Co., Ltd. has been granted HNTE status under the New Law and enjoys a rate of 0% for 2008 and 2009 and will enjoy a 50% reduction off the tax rate from 2010 through 2012. .

The Group adopted the provisions of ASC 740-10, “Income Taxes” (previously FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—An Interpretation of SFAS No. 109”) effective January 1, 2007 and estimated the cumulative effect on adoption to be a reduction of consolidated retained earnings as of January 1, 2007 of $3,912,339, including interest and penalties, with a corresponding increase in the liability for uncertain tax positions. The Group has elected to classify interest and penalties relating to income tax matters within income tax expense. The amount of penalties and interest as of adoption and December 31, 2008 and 2009 are immaterial. The Group decreased its liabilities for unrecognized tax benefits by $3,080,251 and $592,525 in connection with effective settlement of prior-year tax uncertainties during the years ended December 31, 2008 and 2009, respectively. The Group does not anticipate any significant increases or decreases to its liability for unrecognized tax benefits within the next 12 months. According to the PRC Tax Administration and Collection Law, the statute of limitations is generally three years if the underpayment of taxes is due to computational errors made by the taxpayer. The statute of limitations will be extended to five years under special circumstances, which are not clearly defined,

but an underpayment of tax liability exceeding RMB100,000 (approx. $14,000 under the current exchange rate) is specifically listed as a special circumstance. In the case of a transfer pricing related adjustment, the statute of limitations is 10 years. There is no statute of limitations in the case of tax evasion. The status of limitations in Hong Kong is six years.

Recently Issued Accounting Standards

In June 2009, the FASB issued ASC 810-10, “Consolidation —Overall” (previously SFAS 167, “Amendments to FASB Interpretation No. 46(R)”). This accounting standard eliminates exceptions of the previously issued pronouncement to consolidating qualifying special purpose entities, contains new criteria for determining the primary beneficiary, and increases the frequency of required reassessments to determine whether a company is the primary beneficiary of a variable interest entity. This accounting standard also contains a new requirement that any term, transaction, or arrangement that does not have a substantive effect on an entity’s status as a variable interest entity, a company’s power over a variable interest entity, or a company’s obligation to absorb losses or its right to receive benefits of an entity must be disregarded in applying the provisions of the previously issued pronouncement. This accounting standard will be effective for the Company’s fiscal year beginning January 1, 2010. The Group does not expect any material impact on its consolidated financial position, results of operations or cash flows.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, “Measuring Liabilities at Fair Value”, to provide guidance on measuring the fair value of liabilities under ASC 820, “Fair Value Measurements and Disclosures.” The ASU clarifies that the quoted price for the identical liability, when traded as an asset in an active market, is also a level 1 measurement for that liability when no adjustment to the quoted price is required. In the absence of a Level 1 measurement, an entity must use a valuation technique that uses a quoted price or another valuation technique consistent with the principles of ASC 820 (e.g., a market approach or an income approach). The provisions of ASU 2009-05 are effective for the first reporting period (including interim periods) beginning after January 1, 2010. The Group does not expect the adoption of ASU 2009-05 to have a material impact on the Group’s consolidated financial statements.

In December 2009, the FASB issued ASU 2009-16, “Transfers and Servicing (Topic 860) - Accounting for Transfers of Financial Assets”, which formally codifies FASB Statement No. 166, “Accounting for Transfers of Financial Assets”, into the ASC, issued by the FASB in June 2009. ASU 2009-16 represents a revision to the provisions of former FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. The amendments in ASU 2009-16 eliminate the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. ASU 2009-16 is effective for annual and interim periods beginning after November 15, 2009. Additionally, the recognition and measurement provisions of ASU 2009-16 should be applied to transfers that occur on or after the effective date. Early application is not permitted. The Group does not expect the adoption of ASU 2009-16 to have a material impact on the Group’s consolidated financial statements.

In December 2009, the FASB issued ASU 2009-17, “Consolidations (Topic 810) — Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” ASU 2009-17 changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. ASU 2009-17 also requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. ASU 2009-17 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or January 1, 2010, for a calendar year entity. Early adoption is not permitted. The Group does not expect that the adoption of ASU 2009-17 will have a material impact on its consolidated financial position, results of operations or cash flows.

transfers between Levels 1, 2, and 3. The guidance in ASU 2010-06 is effective for the first reporting period beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. In the period of initial adoption, entities will not be required to provide the amended disclosures for any previous periods presented for comparative purposes. However, those disclosures are required for periods ending after initial adoption. The Group does not expect the adoption of ASU 2010-06 to have a material impact on the Group’s consolidated financial statements.

Acquisitions

Since we commenced our current business operations in May 2003, we have acquired numerous companies to expand the coverage of our network in China and to acquire businesses that are complementary to our operations. See “Item 10.C Additional Information — Material Contracts”.

Some of the businesses we acquired had entities located both in and outside of China. The consideration we paid for these businesses was made in two parts, one part for the entity located in China, and the other part for the entity located outside of China. For consideration paid to acquire entities located in China, we withheld on behalf of sellers who are natural persons 20% of the amount by which the acquisition price exceeded the registered capital of such PRC entity as required under the PRC Individual Income Tax Law and related implementation rules. We were not required to and did not withhold any tax in connection with payments made to acquire the entities located outside of China. See “Item 3.D Key Information — Risk Factors — Risks Relating to the People’s Republic of China — The PRC tax authorities may require us to pay additional taxes in connection with our acquisitions of offshore entities that conducted their PRC operations through their affiliates in China”.

2008 acquisitions:

In January 2008, we acquired CGEN Digital Media Company, Limited (“CGEN”), which was our largest competitor in the in-store advertising segment. The purchase price included cash of $168.4 million, all of which was paid in 2009, and assumed net liabilities of $14.2 million. In addition, additional purchase consideration was contingent based on the achievement of certain earnings targets, and calculated at multiples of not greater than 17.5 of 2008 audited net income of CGEN, which should be determined in any event no later than May 15, 2009 and should not be greater than $90.8 million. Contingent payment should be made five business days following the delivery of 2008 audited results. The contingent consideration should be in no event less than zero nor greater than $90,781,250. We also made a loan of $30 million to finance CGEN’s working capital prior to the closure of the acquisition. The acquisition was recorded using the purchase method of accounting and the goodwill was assigned to the in-store advertising segment.

On December 10, 2008, we announced the restructuring of our in-store advertising segment, the disposal of CGEN and the termination of the CGEN acquisition agreement. As a result, we recognized a loss on disposal of CGEN of $190.5 million.

We acquired six entities in the poster-frame advertising segment for cash consideration of $1.2 million in 2008. We recognized acquired intangible assets of $7.9 million and recognized goodwill of $0.4 million, which was assigned to the poster fame advertising services segment. In addition, there is contingent consideration calculated at multiples of 1 to 2 of achieved earnings results for three years subsequent to the acquisition, subject to further attainment of certain operational targets, which will be paid when the contingency is resolved. The earning results typically will be audited and delivered to the Company and the sellers within three to six months following the fiscal year, and the contingent considerations are typically paid within thirty business days after the results are audited and delivered. The purchase price allocation cannot be completed until the contingent consideration is resolved. As such, we recorded a liability of $7,396,190, which was equal to the excess of the fair value of the assets acquired over cost on the date of acquisition.

We acquired two entities which provide Internet advertising service for nil cash consideration in 2008. We recognized acquired intangible assets of $0.7 million. Part of the purchase consideration is contingent and is calculated at multiples of approximately 1 to 3 of achieved earnings results for three years subsequent to the acquisition, subject further to the attainment of certain operational targets. The earning results typically will be audited and delivered to the Company and the sellers within three to six months following the fiscal year, and the contingent considerations are typically

paid within thirty business days after the results are audited and delivered. The purchase price allocation cannot be completed until the contingent consideration is resolved. As such, we recorded a liability of $0.7 million, which was equal to the excess of the fair value of the assets acquired over cost on the date of acquisition. In 2009 through a series of transactions, we sold our equity interest in these two entities back to their original owners.

Contingent consideration for our 2008 acquisitions is calculated based on multiples of earnings that the acquired companies achieve in the earn-out period. The following table represents our best estimate, as of the acquisition date, of contingent payments expected to be made for the businesses acquired in 2008:


	In-store network	Poster frame network	Internet advertising	Total
Contingent payments expected to be earned in 2009	$90.8 million	$13.3 million	$3.0 million	$107.1 million
Contingent payments expected to be earned in future periods	Nil	$32.0 million	$6.8 million	$38.8 million

The following table summarizes contingent consideration earned in 2009 related to 2008 acquisitions, of which we paid $9.6 million in 2009:

Poster frame network

Internet advertising

Total

Actual contingent considerations earned in 2009

Sichuan Framedia

$4.4 million

—

$4.4 million

Changsha Framedia

$4.2 million

—

$4.2 million

1024

—

$1.9 million

$8.6 million

$1.9 million

$10.5 million

2009 acquisitions:

We did not make any significant acquisitions in 2009. We made aggregate cash payments of $92.4 million during the year as the result of consideration made to acquire the noncontrolling interests of certain subsidiaries and resolved contingent consideration. Accordingly, we recorded additional goodwill of $81.8 million.

Disposition

We do not use specific metrics or defined parameters in evaluating whether a subsidiary or a segment is underperforming. Rather, we use a number of quantitative and qualitative factors in assessing performance. Quantitative factors primarily include: (i) current and, more importantly projected, gross profit as compared with other segments; (ii) current and projected operating profit compared with other segments; and (iii) current and projected working capital requirements compared with other segments. Qualitative factors include, but are not limited to: strategic fit of a particular segment to our overall strategies; synergies of a particular business with other segments; and the industry dynamics a segment has encountered or may encounter in the future.

Once an underperforming segment or a subsidiary is identified, we further evaluate whether or not the segment or subsidiary should be disposed. This determination is also based on a number of quantitative and qualitative factors, such as how quickly or easily the segment or subsidiary can be turned around, the degree of difficulty expected in selling the segment or subsidiary to a third party, the financial burden we would bear if the segment or subsidiary in retained and the overall effect retention would have on the profitability, working capital, cash flow and share price of the company as a whole.

2008 Disposition

On December 10, 2008, we announced the restructuring of our in-store advertising segment the disposal of CGEN and the termination of the CGEN share purchase agreement. See — “Item 5 — Overview” We sold all of CGEN Media’s assets and liabilities to a third party, which was neither related to us nor the original owners. We retained the portion of CGEN business that owned the in-store monitors for future similar use and began to negotiate leases with the existing location providers of CGEN in order to conduct similar advertising business. We concluded that these constituted migration of revenue and continuing involvement. As such, the results of CGEN’s operations have been classified as a component of continuing operations. We recognized a loss on the disposal of CGEN of $190.5 million, which includes the write-off of the carrying value of intangible assets and goodwill of $39.5 million and $145.6 million, respectively, for the year ended December 31, 2008 that was recorded as other operating expense in the statement of operations.

Since March 2008, the Ministry of Information Industry, or MII, the national regulatory authority of the telecom industry has ordered all local telecom regulators and telecom operators at all levels to tighten up regulation of short messaging services, in particular so-called “spam”, or unsolicited, advertisements and messages. It has been reported that several local telecom regulators and operators adopted policies restricting short message advertising activities by limiting the number of such advertisements or disallowing companies from engaging in unsolicited short messaging advertising activities. It has also been reported that the MII, together with other national authorities, is drafting new regulations governing the short messaging business, and that the new regulations are expected to impose strict technical requirements and standards requiring short message advertisements to be sent following the consent of the relevant mobile phone user. As a result of such regulatory changes and other market changes, we announced the termination of our mobile handset advertising services segment resulting in a significant reduction in its scale. Substantially all of the acquired subsidiaries in the mobile handset advertising services segment were sold back to their original owners. In December 2008, we further announced the disposal of its remaining mobile handset advertising services segment. The mobile handset advertising services segment was considered a component of the Group and the restructuring and subsequent disposal of such component has been included in discontinued operations in the consolidated statements of operations. The results of discontinued operations include net revenues and pretax loss of $12.3 million and $99.7 million, respectively, related to the disposal of our mobile handset advertising services segment for the year ended December 31, 2008. The Group’s loss on the disposal was $92.1 million.

The following table summarizes the acquired subsidiaries in the mobile handset advertising services segment that were sold back to their original owners in 2008:


	Acquisitions	Date of acquisition		Proceeds paid		Date of Disposal		Loss on disposal
1	Beijing Yitong		2007-3-1	$	1,973,334		2008-4-30	$	2,456,403
2	Guangzhou Xuanwu		2007-3-1	$	6,559,550		2008-4-30	$	6,483,157
3	Zhengzhou Meihe		2007-3-1	$	6,750,909		2008-4-30	$	5,846,518
4	Shenzhen Julan		2007-3-1	$	6,576,027		2008-4-30	$	6,190,755
5	Shenhzhen Mengwang		2007-3-1	$	4,497,825		2008-4-30	$	2,589,476
6	Beijing Shiji		2007-4-1	$	8,106,166		2008-4-30	$	10,552,695
	Zhongkai
7	Jingzhun		2007-4-1	$	9,089,616		2008-4-30	$	14,377,272
8	Zhongyi Ruantong		2007-10-1	$	1,191,833		2008-4-30	$	912,312

Due to the sudden adverse change in the legal, regulatory and publicity environment, we disposed of substantially all of the subsidiaries acquired in mobile handset advertising business to their original owners and negotiated the disposal proceeds with each original owner individually. We negotiated with the original owners to terminate the purchase agreements and return each business to the original owners, which were more willing to accept the risks associated with the change in the legal, regulatory and publicity environment.

2009 Disposition

In 2009, the Group aborted a contemplated initial public offering for its Internet advertising segment due to the economic recession in late 2008. As a result, between August and December 2009, the Group disposed of six underperforming subsidiaries in that segment through a series of individual transactions with their respective original owners. Each of the subsidiaries was considered a component of the Group and their results have been included in discontinued operations in the consolidated statements of operations. The results of discontinued operations include net revenues and pretax losses of $127.6 million and $45.4 million, respectively, related to these subsidiaries. The Group recorded a loss on disposal of $44.1 million.

The following table summarizes the acquired subsidiaries in the mobile handset advertising services segment and Internet advertising segment that were sold back to their original owners in 2009:


	Acquisitions	Date of acquisition		Business segment	Proceeds paid		Date of Disposal		Loss on disposal
1.	Catchstone		2007-4-16	Internet advertising	$	14,489,647		2009-12-22	$	11,560,617
2.	WonderAd		2007-9-15	Internet advertising	$	14,926,003		2009-11-30	$	14,926,003
3.	Jiahua		2007-8-15	Internet advertising	$	7,659,158		2009-12-1	$	7,659,158
4.	Wangmai		2007-9-1	Internet advertising	$	2,749,158		2009-12-14	$	2,749,158
5.	Jichuang		2007-12-1	Internet advertising	$	366,032		2009-8-24	$	366,032
6.	1024		2008-3-1	Internet advertising	$	3,397,124		2009-12-18	$	3,397,124
7	Dongguan Yaya		2007-10-1	Mobile handset advertising services	$	1,540,612		2009-2-28	$	1,588,110

The six subsidiaries in the Internet advertising segment were acquired during 2007 and 2008 based on the belief that, as a result, we would be in a better position to negotiate pricing with internet property owners and rebate rates with 4A agencies, while promoting Allyes’ Smart Trade advertising performance tracking platform and facilitating cross-sales between our other internet businesses and other business lines. However, these acquisitions did not result in these anticipated synergies due to the expansion of the Chinese internet advertising market, which permitted international agencies to enter the market thereby reducing reliance on local agencies. As a result, rebate rates from 4A agencies did not increase by as much as we had originally expected. Furthermore, major internet property owners were reluctant to lower their inventory prices due to the strong demand for their inventories.

The internet advertising business segment was determined to be underperforming because the segment’s gross profits declined steadily from 2007 to 2010 and its gross profit margin had been consistently lower than that of other business segments, with the exception of in-store network. The number of days outstanding for accounts receivable had increased to a level that was inconsistent with our other lines of business as of June 30, 2009. More importantly, and as discussed in the overview section of Item 5. Operating and Financial Review and Prospects, we believed there was little opportunity for the business to improve its profitability in the future.

Since our internet advertising business, as a whole had been an underperforming segment, we decided to refocus our growth strategy on the organic growth of our core businesses, namely advertising through LCD display poster frame, in-store and movie theater networks. We first disposed of the six acquired internet subsidiaries because the earn-out periods for each of these acquisitions were still in effect. However, due to significant accrued and potential contingent payments of those subsidiaries we could not locate a buyer willing to purchase these subsidiaries. Therefore, we negotiated with the respective original owners of these subsidiaries, who were the incumbent management, to cancel the accrued and potential contingent payments owed to them pursuant to the terms of the respective purchase agreements in exchange for the return of their respective businesses.

Dongguan Yaya, the subsidiary in the mobile handset advertising services segment, was disposed of in 2009 because we had disposed of all other subsidiaries in the mobile handset advertising services segment in 2008 and did not plan to retain it due its small size.

In addition, in 2009 we also disposed of a subsidiary in the traditional outdoor billboard segment, Tou Jia and incurred a disposal loss of $3.6 million. Tou Jia was primarily engaged in the advertising agency business in the traditional outdoor billboard segment. Tou Jia’s business experienced a severe decline in revenue, gross profit and operating profit in Q2 2009 compared to Q1 2009 and Q2 2008, while its peer companies in the traditional outdoor billboard segment performed much better during the same period. Further, its number of days in accounts receivable increased to a level that indicated it would not be able to fund its own working capital requirements. We decided to dispose of Tou Jia based on these observations, compounding difficulties associated with the financial crisis and our belief that as a result of these factors, a turn-around would be unlikely.

We also disposed of three subsidiaries in the poster frame segment and incurred a loss of $3.6 million. These subsidiaries were determined to be underperforming due to poor working capital, a material decline in gross profit and the loss of a significant portion of their rental contracts for advertising space in residential buildings to competitors. Such factors made a future turn-around of the businesses unlikely.

Quarterly Results of Operation

The following table presents unaudited consolidated quarterly financial data for each of the eight quarters in the period from March 31, 2008 to December 31, 2009. You should read the following table in conjunction with our audited consolidated financial statements and related notes included elsewhere in this Form 20-F. We have prepared the unaudited consolidated quarterly financial information on substantially the same basis as our audited consolidated financial statements and using information derived from our unaudited consolidated financial statements which are not included in this Form 20-F. The following information contains normal recurring adjustments which are, in the opinion of our management, necessary for a fair presentation of the results for such unaudited period. Our operating results for any quarter are not necessarily indicative of results that may be expected for any future period.


	For the three months ended
Consolidated Statement	March 31,			June 30,			September			December			March 31,			June 30,			September			December
of Operations Data	2008			2008			30, 2008			31, 2008			2009			2009			30, 2009			31, 2009
	(in thousands of U.S. dollars)
Net revenues:
LCD display network (1)	$	46,077		$	61,485		$	73,479		$	58,464		$	34,324		$	54,250		$	55,810		$	64,115
In-store network (1)		17,271			17,020			16,765			9,663			6,344			8,967			7,646			7,389
Poster frame network (1)		29,179			37,313			43,962			36,297			23,537			26,499			22,130			26,796
Internet advertising network (1)		26,304			32,689			31,659			23,908			21,288			24,967			28,171			33,445
Movie theatre & Traditional outdoor billboards (1)		16,378			19,629			19,609			21,562			19,211			14,762			12,487			12,597

Total advertising service revenue		135,209			168,136			185,474			149,894			104,704			129,445			126,244			144,342
Other revenue		3,090			171			234			127			2			95			197			6

Total revenues		138,299			168,307			185,708			150,021			104,706			129,540			126,441			144,348

Cost of revenues:
LCD display network		14,700			14,760			16,792			31,614			11,626			10,585			38,636			14,620
In-store network		17,243			18,428			13,098			13,065			4,267			6,025			11,490			2,388
Poster frame network		11,646			15,666			16,766			15,737			12,345			12,858			52,550			17,648
Internet advertising network		20,542			25,946			23,536			19,028			17,414			22,505			31,135			27,667
Movie theatre & Traditional outdoor billboards		12,516			15,696			13,531			15,201			14,164			10,885			9,486			10,550

Advertising service cost:		76,647			90,496			83,723			94,645			59,816			62,858			143,297			72,873
Other cost		1,303			162			222			36			—			93			194			3

Total cost of revenues		77,950			90,658			83,945			94,681			59,816			62,951			143,491			72,876

Gross profit		60,349			77,649			101,763			55,340			44,890			66,589			(17,050	)		71,472


Operating expenses:
General and administrative		17,259			19,133			24,177			29,625			23,722			27,578			23,665			45,226
Selling and marketing		19,898			23,267			26,022			26,213			19,440			26,380			32,948			28,416
Impairment loss		—			—			—			596,069			9,271			25,773			37,232			14,027
Other operating income		(2,007	)		(3,991	)		(3,950	)		192,470			(3,349	)		243			15,364			(1,410	)

Total operating expenses		35,150			38,409			46,249			844,377			49,084			79,974			109,209			86,259

Income (loss) from operations		25,199			39,240			55,514			(789,037	)		(4,194	)		(13,385	)		(126,259	)		(14,787	)
Interest income		2,348			1,150			1,718			2,312			1,576			1,292			1,012			1,381

Income (loss) from continuing operations before income taxes		27,547			40,390			57,232			(786,725	)		(2,618	)		(12,093	)		(125,247	)		(13,406	)
Provision for income taxes		4,820			7,855			7,142			6,967			2,983			5,849			(4,833	)		5,856

Net income (loss) from continuing operations		22,727			32,535			50,090			(793,692	)		(5,601	)		(17,942	)		(120,414	)		(19,262	)
Net income (loss) from discontinued operations, net of tax		(76,339	)		4,594			2,161			(12,914	)		(73	)		(4,806	)		(8,201	)		(33,434	)

Net income (loss)		(53,612	)		37,129			52,251			(806,606	)		(5,674	)		(22,748	)		(128,615	)		(52,696	)
Net income (loss) attributable to noncontrolling interests		198			999			900			(2,247	)		19			223			2,958			324

Net income (loss) attributable to Focus Media Holdings Limited shareholders	$	(53,810	)	$	36,130		$	51,351		$	(804,359	)	$	(5,693	)	$	(22,971	)	$	(131,573	)	$	(53,020	)


(1)		Advertising service revenue is presented net of sales taxes. The following tables present the unaudited quarterly sales taxes information:


	For the three months ended
Consolidated Statement	March		June 30,		September		December		March		June 30,		September		December
of Operations Data	31, 2008		2008		30, 2008		31, 2008		31, 2009		2009		30, 2009		31, 2009
	(in thousands of U.S. dollars)
Sales taxes:
LCD display network	$	4,979	$	5,263	$	7,789	$	6,621	$	3,987	$	5,597	$	4,502	$	6,538
In-store network		1,806		1,777		1,748		988		671		933		804		784
Poster frame network		2,662		3,450		4,226		3,525		2,271		2,755		2,025		2,513
Internet advertising network		1,360		1,588		1,625		1,567		1,198		1,430		1,266		1,418
Movie theatre & Traditional outdoor billboards		697		733		680		735		635		268		315		269

Total	$	11,504	$	12,811	$	16,068	$	13,436	$	8,762	$	10,983	$	8,912	$	11,522

Certain quarterly financial information related to each fiscal quarter of the fiscal years ended December 31, 2008 and 2009 have been restated and differ from previously announced information in the Forms 6-K furnished to the SEC as a result of the following:

In the third and fourth quarters of 2009, we reduced our equity interests in certain underperforming subsidiaries in our Internet segment and subsequently completely disposed of our interest in those subsidiaries in the fourth quarter of 2009. The results of operations of these subsidiaries have been accounted for as discontinued operations in accordance with U.S. GAAP for all periods presented; and

Subsequent to the filing of our fourth quarter 2009 results in the Form 6-K furnished to the SEC on March 16, 2010, PRC State Tax Bureau released a circular numbered 2010[157] on April 21, 2010, which clarified preferential tax holiday treatments for those who also qualified as HNTE. According to this circular, companies qualified as HNTE can either enjoy a 50% reduction off the tax rate from 2009 through 2011 based on the transitional rule, or enjoy an EIT rate of 15%. In no cases can companies enjoy the preferential tax rate of 7.5%, which is a 50% deduction of 15%. Accordingly, income tax of $0.5 million was additionally provided subsequently to reflect the difference between 7.5%, the rate previously utilized, and 10%, which is the rate applied according to the transitioning rules.

Subsequent to the filing of our fourth quarter 2009 results in the Form 6-K furnished to the SEC on March 16, 2010, the Company recognized additional $4.0 million share-based compensation expenses in its financial results for the third quarter 2009, due to the Company’s private equity placement of 75 million of its ordinary shares with JJ Media Investment Holding, a British Virgin Island company established and controlled by Jiang Nan Chun, CEO and Chairman of the Company. The $4.0 million share-based compensation expense represents the average closing price of the shares during the twenty consecutive trading days preceding the signing of the definitive agreement.

On December 22, 2008, we entered into a definitive agreement with SINA to sell substantially all of the assets of our LCD display network, poster frame network and certain in-store network. The assets to be sold to SINA were recorded as an asset group held-for-sale in accordance with U.S. GAAP, and were not depreciated or amortized nor were they subject to the same impairment analysis as assets held and used in continuing operations. Therefore, the financial measures related to the asset group to be sold to SINA for the quarters ended on March 31, 2009 and June 30, 2009 did not include any amortization or depreciation expenses related to the intangible and fixed assets or impairment of fixed assets, goodwill and other long-lived assets. On September 28, 2009, we and SINA jointly reached a decision not to extend the deadline of the agreement announced on December 22, 2008. As such, the assets proposed to be sold to SINA, were reclassified for financial reporting purpose, as assets to be held and used. In accordance with U.S. GAAP, we recorded depreciation expense of $17.0 million on September 28, 2009, which represented the cumulative catch-up of depreciation expenses we would have recorded during the period from December 22, 2008 to September 28, 2009.

The following table presents our unaudited consolidated quarterly financial data as a percentage of our total revenues for the periods indicated.


	For the three months ended
Consolidated Statement	March 31,			June 30,			September			December			March 31,			June 30,			September			December
of Operations Data	2008			2008			30, 2008			31, 2008			2009			2009			30, 2009			31, 2009
Net revenues:
LCD display network (1)		33.3	%		36.5	%		39.6	%		39.0	%		32.8	%		41.9	%		44.1	%		44.4	%
In-store network (1)		12.5	%		10.1	%		9.0	%		6.4	%		6.1	%		6.9	%		6.0	%		5.1	%
Poster frame network (1)		21.1	%		22.2	%		23.7	%		24.2	%		22.5	%		20.5	%		17.5	%		18.6	%
Internet advertising network (1)		19.0	%		19.4	%		17.0	%		15.9	%		20.3	%		19.3	%		22.3	%		23.2	%
Movie theatre & Traditional outdoor billboards (1)		11.8	%		11.7	%		10.6	%		14.4	%		18.3	%		11.3	%		9.9	%		8.7	%
Other revenues		2.3	%		0.1	%		0.1	%		0.1	%		0.0	%		0.1	%		0.2	%		0.0	%

Total revenues		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Cost of revenues:
LCD display network		10.6	%		8.8	%		9.0	%		21.1	%		11.1	%		8.2	%		30.6	%		10.1	%
In-store network		12.5	%		10.9	%		7.1	%		8.7	%		4.1	%		4.7	%		9.1	%		1.7	%
Poster frame network		8.4	%		9.3	%		9.0	%		10.5	%		11.8	%		9.9	%		41.6	%		12.2	%
Internet advertising network		14.9	%		15.4	%		12.7	%		12.7	%		16.6	%		17.3	%		24.6	%		19.2	%
Movie theatre & Traditional outdoor billboards		9.0	%		9.3	%		7.3	%		10.1	%		13.5	%		8.4	%		7.4	%		7.3	%
Other costs		0.9	%		0.1	%		0.1	%		0.0	%		0.0	%		0.1	%		0.2	%		0.0	%

Total cost of revenues		56.3	%		53.8	%		45.2	%		63.1	%		57.1	%		48.6	%		113.5	%		50.5	%


Gross profit		43.7	%		46.2	%		54.8	%		36.9	%		42.9	%		51.4	%		(13.5	)%		49.5	%
Operating expenses:
General and administrative		12.5	%		11.4	%		13.0	%		19.7	%		22.7	%		21.3	%		18.7	%		31.3	%
Selling and marketing		14.4	%		13.8	%		14.0	%		17.5	%		18.6	%		20.4	%		26.0	%		19.7	%
Impairment loss		0.0	%		0.0	%		0.0	%		397.3	%		8.8	%		19.9	%		29.4	%		9.7	%
Other operating income		(1.5	)%		(2.4	)%		(2.1	)%		128.3	%		(3.2	)%		0.1	%		12.2	%		(1.0	)%

Total operating expenses		25.4	%		22.8	%		24.9	%		562.8	%		46.9	%		61.7	%		86.3	%		59.7	%

Income (loss) from operations		18.3	%		23.4	%		29.9	%		(525.9	)%		(4.0	)%		(10.3	)%		(99.8	)%		(10.2	)%
Interest income		1.7	%		0.7	%		0.9	%		1.5	%		1.5	%		1.0	%		0.8	%		1.0	%
Income (loss) from continuing operations before income taxes		20.0	%		24.1	%		30.8	%		(524.4	)%		(2.5	)%		(9.3	)%		(99.0	)%		(9.2	)%

Provision for income taxes		3.5	%		4.7	%		3.8	%		4.6	%		2.8	%		4.5	%		(3.8	)%		4.1	%

Net income (loss) from continuing operations		16.5	%		19.4	%		27.0	%		(529.0	)%		(5.3	)%		(13.8	)%		(95.2	)%		(13.3	)%
Net income (loss) from discontinued operations, net of tax		(55.3	)%		2.7	%		1.2	%		(8.7	)%		(0.1	)%		(3.7	)%		(6.5	)%		(23.2	)%

Net income (loss)		(38.8	)%		22.1	%		28.2	%		(537.7	)%		(5.4	)%		(17.5	)%		(101.7	)%		(36.5	)%
Net income (loss) attributable to noncontrolling interests		0.1	%		0.6	%		0.5	%		(1.5	)%		0.0	%		0.2	%		2.3	%		0.2	%

Net income (loss) attributable to Focus Media Holdings Limited shareholders		(38.9	)%		21.5	%		27.7	%		(536.2	)%		(5.4	)%		(17.7	)%		(104.0	)%		(36.7	)%


(1)		Advertising service revenue is presented net of sales taxes. The following table presents the unaudited quarterly percentage of sales taxes against gross revenues:


	For the three months ended
	March			June 30,			September			December			March			June 30,			September			December
	31, 2008			2008			30, 2008			31, 2008			31, 2009			2009			30, 2009			31, 2009
Sales taxes:
LCD display network		9.8	%		7.9	%		9.6	%		10.2	%		10.4	%		9.4	%		7.5	%		9.3	%
In-store network		9.5	%		9.5	%		9.4	%		9.3	%		9.6	%		9.4	%		9.5	%		9.6	%
Poster frame network		8.4	%		8.5	%		8.8	%		8.8	%		8.8	%		9.4	%		8.4	%		8.6	%
Internet advertising network		4.9	%		4.6	%		4.9	%		6.2	%		5.3	%		5.4	%		4.3	%		4.1	%
Movie theatre & Traditional outdoor billboards		4.1	%		3.6	%		3.4	%		3.3	%		3.2	%		1.8	%		2.5	%		2.1	%

Total		7.8	%		7.1	%		8.0	%		8.2	%		7.7	%		7.8	%		6.6	%		7.4	%

A. Operating Results

Results of Operations

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Total Revenues. Our total revenues from continuing operations declined substantially from $642.3 million in 2008 to $505.0 million in 2009 due primarily to a decrease in our advertising service revenue.

LCD Display Network. Advertising service revenue from our LCD display network declined 12.9% from $239.5 million in 2008 to $208.5 million in 2009. The decline was primarily attributable to contracting demand from advertisers under unfavorable macro economic conditions. Advertisers from certain industries, such as automobile and financial services, significantly reduced their advertising budgets in 2009 amid the financial crisis that started in late 2008. As a result, the utilization of the network capacity has experienced a significant decline from 49% in 2008 to 39% in 2009, respectively, along with declines in the actual pricing of the broadcasting time.

In-store Network. Advertising service revenue from our in-store network declined 50.1% to $30.3 million in 2009 from $60.7 million in 2008. This decline was primarily attributable to our restructuring of CGEN in December 2008. In January 2008, we acquired CGEN, which was our biggest competitor in in-store advertising segment. Subsequently, on December 10, 2008, we announced the disposition of the part of in-store advertising business acquired from CGEN and termination of CGEN acquisition agreement.

Poster Frame Network. Advertising service revenue from our poster frame network declined 32.6% from $146.8 million in 2008 to $99.0 million in 2009. The poster frame network generated a significant portion of its 2008 and 2009 revenue from cyclical industries including automobile, financial services and real estate, which in aggregate accounted for 54% and 53% of 2008 and 2009 revenue, respectively. This decline in revenue is primarily attributable to contracting demand from advertisers in these industries, which were significantly affected by the global financial crisis and as a result, significantly reduced their advertising budget. In addition, we faced more intense competition in 2009 compared to 2008 as a result of contracting market demand. As a result, the annual average utilization rate of our network capacity, calculated by averaging quarterly utilization rates, decreased from 39% in Top 4 cities in 2008 to 29% in 2009. Actual pricing has also experienced a decline from RMB 724 per frame per month in 2008 to RMB 640 per frame per month in 2009 as a result of unfavorable macro economic conditions and increased competition.

Internet Advertising Service. Advertising service revenue from our Internet advertising service network declined 5.9% from $114.6 million in 2008 to $107.9 million in 2009. The decline is primarily attributable to contracting demand from advertisers under unfavorable macro economic conditions.

Movie Theatre and Traditional Outdoor Billboards. Advertising service revenue declined 23.5.0% from $77.2 million in 2008 to $59.1 million in 2009. This is primarily attributable to our disposition of a subsidiary in traditional outdoor billboard business in April 2009.

Cost of Revenues. Our cost of revenues declined from $347.2 million in 2008 to $339.1 million in 2009.

Cost of revenues — LCD display network. Our net advertising service cost for LCD display network declined from $79.6 million in 2008 to $75.8 million in 2009. This decline was due to the fact that we dismantled some of the LED screens installed in certain commercial districts in Shanghai in the second quarter of 2009 and, therefore, no longer incurred location rental.

Cost of revenues —In-store network. We incurred $24.2 million in net advertising service cost for our in-store network in 2009 compared to $61.8 million in 2008. The significant decline is primarily due to restructuring of CGEN we acquired in January, 2008 and to a minor degree due to our cost reduction initiatives taken since late 2008.

Cost of revenues — Poster frame network. Our net advertising service cost for our poster frame network increased significantly to $95.4 million in 2009 compared to $59.8 million in 2008. The increase is mostly attributable to (1) a $27.0 million impairment charge to our idle fixed assets, mostly digital poster frame; and (2) an increase in rental and depreciation in 2009 due to a significant increase in the number of digital poster frames at the

beginning of the year and more intense competition from our competitors for desirable buildings to place our poster frames.

Net advertising service cost — Internet advertising service network. We incurred net advertising service costs of $98.7 million in 2009, a slight increase from $89.1 million in 2008.

Net advertising service cost- Movie theater and traditional outdoor billboards. We incurred net advertising service cost of $45.1 million in 2009, a 21% decline from $56.9 million in 2008. The decline is primarily due to our disposition of a subsidiary in the traditional outdoor billboard business.

Gross Profit. As a result of the foregoing, our gross profit declined by 43.8% from $295.1 million in 2008 to $165.9 million in 2009. Our overall gross margin decreased during the same period from 45.9% in 2008 to 32.8% primarily due to a significant decline in revenues from our LCD display networks and poster frame networks as well as significant impairment charges to our idle equipment. Our gross margins for each of our businesses during these periods are presented in the following table:


	Year ended December 31,
	2007			2008			2009
	US$’000			US$’000			US$’000
Gross profit
LCD display network	$	131,679		$	161,639		$	133,033
In-store network		3,942			(1,115	)		6,176
Poster frame network		57,386			86,936			3,561
Internet advertising network		23,642			25,508			9,150
Movie theatre & traditional outdoor billboards		8,798			20,234			13,972
Others		316			1,899			10

Total	$	225,763		$	295,101		$	165,902


Gross margin
LCD display network		71.7	%		67.5	%		63.8	%
In-store network		14.4	%		(1.8	)%		20.4	%
Poster frame network		67.1	%		59.2	%		3.6	%
Internet advertising network		31.4	%		22.3	%		8.5	%
Movie theatre & traditional outdoor billboards		23.6	%		26.2	%		23.7	%
Others		28.4	%		52.4	%		3.2	%

Total		55.0	%		45.9	%		32.8	%

In the future, our gross margin may fluctuate depending on the respective financial performance and stage of development of each of our networks as well as the relative contribution to our revenues and costs of each network.

Operating Expenses. Our operating expenses declined significantly from $964.2 million in 2008 to $324.5 million in 2009. The decline in operating expenses was primarily due to less impairment loss and other operating expenses we incurred in 2009 compared to 2008.

General and Administrative. General and administrative expenses increased substantially from $90.2 million in 2008 to $120.2 million in 2009 mainly due to (1) an increase in share-based compensation expenses in 2009 following the Company’s decision to cancel the 2007 employee share option plan and replace it with 2009 Replacement restricted shares as well as the compensation charge on the private placement of 75 million shares with Jason Nanchun Jiang; and (2) a significant increase in bad debt reserve for account receivables under unfavorable macro economic conditions, which caused more advertisers to delay or default on their payments for advertising services we rendered.

Selling and Marketing. Selling and marketing expenses increased from $95.4 million in 2008 to $107.2 million in 2009 due to (1) an increase in share-based compensation expenses in 2009 following the Company’s decision to cancel the 2007 employee share option plan and replace it with 2009 Replacement restricted shares; and (2) a significant increase in spending in marketing and promotional

expenses as a percentage of total revenue to counter contracting demand for our advertising service by advertisers under unfavorable macro economic conditions.

Impairment Loss. We incurred $86.3 million of goodwill impairment loss in 2009, which was mostly attributable to payment of contingent consideration to original owners of the subsidiaries acquired by us prior to 2009. These subsidiaries mostly belong to the poster frame network and traditional outdoor billboard business. In 2008, we incurred a $596.1 million goodwill impairment loss in 2008, which was mostly related to our poster frame reporting unit and Internet advertising reporting unit.

Other operating expenses (income) net. Other operating expenses, net represented the loss from equity investment in some subsidiaries in our Internet advertising business and bad debt reserves related to amounts due from original owners of some of the subsidiaries we acquired prior to 2009. Other operating expenses were partially offset by other operating income of $17.1 million, which primarily consist of government subsidies. We incurred other operating expenses of $182.5 million in 2008, primarily consisting of the loss on the disposal of CGEN, which included the write-off of the carrying value of intangible assets and goodwill of $39.5 million and $145.6 million, respectively. The other operating expenses was partially offset by $19.5 million other operating income, which primarily consist of government subsidies.

Loss from Operations. As a result of the foregoing, we had a loss from operations of $158.6 million in 2009 compared to a loss from operations of $669.1 million in 2008.

Interest income (expense). Interest income declined from $7.5 million in 2008 to $5.3 million in 2009. This decline was mostly attributable to a lower interest rate applied to the Company’s cash deposits in 2009.

Loss from continuing operations before income tax. As a result of the foregoing, we had a loss from continuing operations before income tax of $153.4 million in 2009, compared to a loss from continuing operations before income tax of $661.6 in 2008.

Income Taxes. Our income taxes were $9.9 million in 2009 compared to $26.8 million in 2008. The decline in income tax in 2009 comparing to the income tax in 2008 was primarily due to less taxable income we had in 2009 than in 2008. For PRC tax purpose, share-based compensation expenses, goodwill impairment loss, most of amortization expenses of acquired intangible assets and losses from disposal of subsidiaries and restructuring business are not tax deductible. As a result, our taxable income in 2009 for PRC tax purpose was much lower than our taxable income in 2008, though under US GAAP, the Company incurred much less loss in 2009 than in 2008.

Net loss from continuing operations. As a result of the foregoing, our net loss from continuing operations was $163.2 million in 2009 as compared to $688.3 million in 2008.

Loss from discontinued operations. Loss from discontinued operations mostly represented the loss from some subsidiaries in the Internet advertising business we disposed of in 2009.

Net loss attributable to Focus Media Holding Limited. As a result of the foregoing and a net income of $3.5 million attributable to a non-controlling interest in one of our Internet subsidiaries, our net loss attributable to Focus Media Holding Limited was $213.3 million in 2009 as compared to $770.7 million in 2008.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Total Revenues. Our total revenues from continuing operations increased substantially from $410.2 million in 2007 to $642.3 million in 2008 primarily due to an increase in our advertising service revenue.

LCD display networks. Advertising service revenue from our LCD display network increased 30.5% from $183.5 million in 2007 to $239.5 million in 2008. The increase was primarily attributable to: (1) favorable macro economic conditions; (2) continued acceptance of our media by an increasing number of advertising clients; (3) the steady expansion of our media network, including the number of LCD

displays and LED billboards on our network; and (4) the sale of tailored advertising packages including the seven specialized channels on our commercial location network and by targeting advertising campaigns on specific lists of buildings requested by advertising clients, which enables us to charge those advertising clients a premium.

In-store network. Advertising service revenue from our in-store network increased 121.5% to $60.7 million in 2008 from $27.4 million in 2007. This increase was primarily attributable to our acquisition of CGEN, our biggest competitor in in-store advertising business in January 2008.

Poster frame network . Advertising service revenue from our poster frame network increased 71.7% to $146.8 million in 2008 from $85.5 million in 2007. This increase in revenue is primarily due to robust sales under favorable macro economic conditions and significant expansion of our networks. The total number of frames installed increased from 190,468 as of December 31, 2007 to 324,364 as of December 31, 2008, including 34,195 digital frames. The expansion of our networks was accomplished partially through organic growth and partially through acquiring competitors.

Internet advertising service. Advertising service revenue from our Internet advertising service network increased 52.0% to $114.6 million in 2008 from $75.4 million in 2007. The increase is primarily attributable to favorable macro economic conditions and growing acceptance of the Internet as an effective media by advertisers in China.

Movie theatre and traditional outdoor billboards. Advertising service revenue more than doubled from $37.3 million in 2007 to $77.2 million in 2008, primarily due to the following two reasons: (1) Huaguang and Tuojia, which were operating the traditional billboard business, were acquired in the first half of 2007. We consolidated their 2007 revenue only after the acquisitions were consummated, while in 2008 we consolidated their full year revenues; and (2) the significant increase in the number of our movies theater customers from 71 in 2007 to 141 in 2008.

Cost of Revenues. Our cost of revenues increased significantly from $184.5 million in 2007 to $347.2 million in 2008.

Cost of revenues—LCD display Network. Our net advertising service cost for LCD display network increased significantly from $52.6 million in 2007 to $79.6 million in 2008. This increase was primarily attributable to the following factors: (1) a significant expansion of our network. The number of LCD displays we own and operate directly increased from 107,553 as of December 31, 2007 to 122,597 as of December 31, 2008. As a result, we incurred more location costs, depreciation costs and network maintaining costs in 2008 than in 2007; and (2) $15.6 million impairment charge on fixed assets incurred in 2008.

Cost of revenues— in-store network. We incurred $61.8 million in net advertising service cost for our in-store network in 2008 compared to $23.5 million in 2007. The significant increase is primarily due to our acquisition of CGEN, our biggest competitor in the in-store advertising business.

Cost of revenues — poster frame network. Our net advertising service cost for our poster frame network increased significantly to $59.8 million in 2008 from $28.1 million in 2007, attributable to increased location costs and depreciation costs relating to the installation and maintenance of poster frames on our network as (1) we significantly increased the number of traditional poster frames on our network through organic expansion and acquisition of competitors and (2) beginning in June 2007, we began to incur location costs and depreciation cost associated with the purchase and installation of digital poster frames. In 2008, we installed approximately 34,000 digital poster frames as compared to approximately 11,000 such frames installed in 2007.

Net advertising service cost-Internet advertising service. Internet advertising service cost increased significantly from $51.7 million in 2007 to $89.1 million in 2008. The increase was primarily driven by higher acquisition cost for advertising space from website owners.

Net advertising service cost- movie theatre and traditional outdoor billboards. We incurred advertising service cost of $56.9 million in 2008, a 99.6% increase from $28.5 million in 2007. The increase is primarily due to (1) our acquisition of Huaguang, the subsidiary operating the traditional billboard business in 2007. We consolidated Huaguang’s results of operation only after the acquisition was consummated, while in 2008 we consolidated their full year costs of revenues; (2) the increase in the number of billboards leased from 492 in 2007 to 542 in 2008 in response to greater customer demand; and (3) increased leasing costs associated with time we rent on movie theatre screens as a result of an increase in the number of theaters we leased in our network from 10,930 in 2007 to 27,164 in 2008.

Gross Profit. As a result of the foregoing, our gross profit increased from $225.8 million in 2007 to $295.1 million in 2008 and our overall gross margin declined during the same period from 55.0% to 45.9%. The decline in our gross margin was primarily due to (1) inherently lower margin business, such as in-store, Internet and movie theater and traditional outdoor billboards, accounting for a higher percentage of revenue in 2008 than in 2007; (2) fixed asset impairment charge incurred by LCD display networks; and (3) the growth of rental and depreciation caused by rapid network expansion out-paced the growth of the revenues.

Operating Expenses. Our operating expenses increased significantly from $98.7 million in 2007 to $964.2 million in 2008.

General and Administrative. General and administrative expenses increased substantially from $45.6 million in 2007 to $90.2 million in 2008 mainly due to an increase in the size of our administrative staff and related salary and benefits (particularly an increase of share-based compensation expenses. There was also a corresponding increases in expenses for utilities, office rental, and professional service fees,

Selling and Marketing. Selling and marketing expenses increased 57.1% from $60.7 million in 2007 to $95.4 million in 2008. Such increase was in proportion to the increase of our net revenue by 56.6% from $410.2 million in 2007 to 642.3 million in 2008.

Impairment loss. We incurred a $596.1 million goodwill impairment loss in 2008, which was mostly related to our poster frame business and Internet advertising business.

Other operating expenses. Other operating expenses of $182.5 million in 2008 primarily represents the loss incurred when we restructuring CGEN, which was partially offset by $19.5 million other operating income, which primarily consist of government subsidies.

Loss from continuing operations before income tax. As a result of the foregoing and interest income of $7.5 million, we had loss from continuing operations before income tax of $661.6 million in 2008 compared to income of $136.7 million in 2007.

Provision for income taxes. Provision for income taxes was $26.8 million in 2008 as compared to $8.3 million in 2007. This significant increase was primarily driven by significantly more taxable income for the Company in 2008 than in 2007. For PRC corporate income tax purposes, many expenses, such as share-based compensation expenses, goodwill impairment loss and impairment of acquired intangible assets, etc, are not deductible when calculating taxable income.

Net loss from continuing operations. As a result of the foregoing, we had a Net loss from continuing operations of $688.3 million as compared to a net income from continuing operations of $128.3 million in 2007.

Net loss from discontinued operations, net of tax. In March, 2008 the Company announced restructuring its mobile handset advertising business. Subsequently the Company announced termination the business completely in December 2008. In accordance to US GAAP, the business was classified as discontinued operations in both 2008 and 2007. We incurred $82.5 million loss from the business as compared to a net income of $16.8 million in 2007.

Net loss attributable to Focus Media Holdings Limited. As result of the foregoing, we had a net loss attributable to Focus Media Holdings limited of $770.7 million in 2008 as compared to a net income attributable to Focus Media Holdings Limited of $144.4 million in 2007.

Liquidity and Capital Resources

Cash Flows and Working Capital

To date, we have financed our operations primarily through cash generated from operating activities and sales of equity in private and public transactions. As of December 31, 2009, we had approximately $568.2 million in cash and cash equivalents, of which $142.4 million was purchase price paid by Jason Jiang Nan Chun, our CEO and chairman, in connection with the subscription by JJ Media Investment Holding Limited of 75 million ordinary shares. In February 2010, we also announced a share-repurchase program to purchase up to $200 million worth of issued and outstanding ADRs. Our cash and cash equivalents primarily consist of cash on hand and liquid investments with original maturities of three months or less that are deposited with banks and other financial institutions. We generally deposit our excess cash in interest bearing bank accounts. Although we consolidate the results of Focus Media Advertisement and its subsidiaries in our consolidated financial statements and we can utilize their cash and cash equivalents in our operations through Focus Media Advertisement and its subsidiaries, we do not have direct access to the cash and cash equivalents or future earnings of Focus Media Advertisement. However, these cash balances can be utilized by us for our normal operations pursuant to our agreements with Focus Media Advertisement and its subsidiaries that provide us with effective control over Focus Media Advertisement and its subsidiaries. In addition, we have access to the cash flows of Focus Media Advertisement and its subsidiaries through contractual arrangements with our subsidiaries Focus Media Technology and Focus Media Digital, which provide technical and other services in exchange for fees. See “Item 7.B Major Shareholders and Related Party Transactions — Related Party Transactions — Agreements Among Us, Focus Media Technology, Focus Media Digital, New Focus Media Advertisement, Focus Media Advertisement and Its Subsidiaries”.

We expect to require cash in order to fund our ongoing business needs, particularly the location costs connected with the placement of our television displays, to fund the ongoing expansion of our network and for payments in connection with our acquisitions. Other possible cash needs may include the upgrading of technology on our network as well as any payment of claims that could be made against us. We have not encountered any difficulties in meeting our current cash needs.

The following table shows our cash flows with respect to operating activities, investing activities and financing activities in 2007, 2008 and 2009:


	For the year ended December 31,
	2007			2008			2009
	(in thousands of U.S. dollars)
Net cash provided by operating activities	$	166,960		$	168,441		$	160,723
Net cash (used) in investing activities		(342,881	)		(145,794	)		(158,248	)
Net cash provided by financing activities		442,976			(66,616	)		144,499
Effect of exchange rate changes		18,750			16,469			(1,730	)

Net increase in cash and cash equivalents		285,805			(27,500	)		145,244

We had cash provided by operating activities of $160.7 million in 2009, a 4.6% decline compared to $168.4 million in 2008. Cash provided by operating activities has not declined in proportion to a 21.4% decline of our net revenue from $693 million in 2008 to $545.0 million in 2009. This is mainly attributable to improved collection of account receivables balance in 2009 compared to 2008. In response to the global financial crisis, we took measures to intensify collection of account receivables, which included: senior management focusing greater attention on timely collection of account receivables; more stringent collection discipline applied across the company in 2009; and greater efforts by our sales team to collect accounts receivable in order to secure their sales commissions. As a result of these measures, and to a lesser extent due to disposal of certain subsidiaries, the account receivable balance as of December 31, 2009 declined 38% to $173 million from $279 million as of December 31, 2008. Days outstanding of account receivables (defined as 365 days multiplied by the ending account receivable balance and divided by gross revenue) declined to 115 days for 2009 from 147 days for 2008. Cash provided by operating activities was $168.4 million in 2008 compared to $167.0 million in 2007. Cash provided by operating activities has not increased in proportion to the increase of our revenue. This was mainly due to a significant increase in the collection period for our account receivables in 2008 compared to 2007. Days outstanding of accounts receivable for 2008 increased to 147 days from 138 days for 2007. For a detailed reconciliation of our net income to net cash provided by operating activities, please refer to our consolidated cash flow statements contained in ITEM 18. Generally, payment of rental related expenses, income and other taxes and operating accrued liabilities, such as selling expenses, will have a material impact on our operating cash flow.

We had net cash used in investing activities of $158.2 million in 2009, primarily consisting of the following: (1) investment in available-for-sale equity securities of $29.3 million; (2) purchase consideration paid and deposits paid to acquire subsidiaries aggregating $92.4 million, primarily for poster frame and traditional outdoor billboard; (3) capital expenditures of $10.7 million; and (4) cash belonging to disposed subsidiaries of $27.3 million. We had net cash used in investing activities of $145.8 million in 2008, primarily consisting of the following: (1) cash in-flow from the sale of equity securities and bank notes of $91.1 million; (2) capital expenditures of $72.9 million, primarily for the purchase of digital poster frames and, to a minor degree, LCD displays; and (3) consideration paid and deposits paid to acquire subsidiaries aggregating $147.6 million, primarily for acquiring CGEN and for contingent consideration paid to the companies we acquired prior to 2008. We used $342.9 million for investing activities in 2007, primarily for acquisition of subsidiaries and affiliates, which are mostly belong to Poster Frame networks and Internet advertising business.

$144.5 million net cash was provided by financing activities in 2009, primarily from the proceeds of $142.4 million, net of issuance costs, from issuing new ordinary shares to JJ Media Investment Holding Limited. We had $66.6 million net cash used by financing activities in 2008, primarily from the application of $47.5 million to execute our share repurchase program and $30.4 million to repay a short-term loan, offset in part by $10.7 million in proceeds from the issuance of shares pursuant to our share option plan. We had $443.0 million net cash inflow from financing activities in 2007, primarily from proceeds from issuing ordinary shares.

Our objective is to maintain the safety and liquidity of our cash. Therefore we intend to keep our cash and cash equivalents in short-term bank deposits and short-term bonds. We believe that our current cash and cash equivalents, cash flow from operations and the proceeds from our most recent private offering to JJ Media Investment Holding Limited will be sufficient to meet our anticipated cash needs, including for working capital and capital expenditures, for the foreseeable future. These additional cash needs may include costs associated with the expansion of our network, such as the purchase of flat-panel displays and LED digital billboards, and increased location cost, share repurchase program, and payment of contingent considerations related to the acquisition of our poster frame business, as well as possible acquisitions of our regional distributors. We are also required under PRC

law to set aside 10% of our after-tax profits into a general reserve fund. We expect that revenues from operation of our advertising network will be sufficient to cover any such obligations. We may, however, require additional cash resources due to changed business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell debt securities or additional equity securities or obtain a credit facility. The sale of convertible debt securities or additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in debt service obligations and could result in operating and financial covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

From time to time, we evaluate possible investments, acquisitions or divestments and may, if a suitable opportunity arises, make an investment or acquisition or conduct a divestment.

Transactions with Related Parties

Our transactions with related parties have been conducted on arm’s length terms. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” and Note 18 to our audited consolidated financial statements included in this annual report.

Capital Expenditures

The following table sets forth our historical capital expenditures for the periods indicated. Actual future capital expenditures may differ from the amounts indicated below.


	For the year ended December 31,
	2007		2008		2009
	(in thousands of U.S. dollars)
Total capital expenditure	$	59,451	$	72,876	$	10,655

Our capital expenditures were made primarily to acquire flat-panel displays and digital frames for our advertising network. Our capital expenditures are primarily funded by net cash provided from operating activities. We expect our capital expenditures in 2010, in an amount of approximately $20 million, to primarily consist of purchases of components for our flat-panel displays as we continue to expand our commercial location network, in-store network and poster frame network. We also intend to upgrade our financial, accounting systems and internal control systems. As opportunities arise, we may make additional acquisitions of regional distributors and other businesses that complement our operations. We believe that we will be able to fund these upgrades and equipment purchases through the revenues we generate, and do not anticipate that these obligations will have a material impact on our liquidity needs.

Restricted Net Assets

Relevant PRC laws and regulations permit payments of dividends by our PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, PRC laws and regulations require that annual appropriations of 10% of after-tax income for our general reserve fund should be set aside prior to payment of dividends. As a result of these PRC laws and regulations, as of December 31, 2008 and 2009, our PRC subsidiaries and PRC affiliates were restricted in their ability to transfer a portion of their net assets amounting to $698.8 million and $789.6 million, respectively, to us whether in the form of dividends, loans or advances.

B. Research, Development, Patents and Licenses, etc.

Research and Development

We intend to continue to develop a more advanced model of flat-panel display that uses mobile communications and wireless technology to receive, store, configure and play back advertising content. Whether or not we deploy this newer technology will depend upon cost and network security. We are also developing related

software systems that will enable us to configure and run the content on our advertising network in conjunction with mobile communications systems. We also continue to develop proprietary software and systems in connection with the operation of and provision of services through our online advertising services business through Allyes.

Patents and Trademarks

We believe that the value of our advertising network derives from its effectiveness in reaching a large number of consumers with higher-than-average disposable incomes in urban areas. To a great extent, our business model does not rely on advanced or sophisticated technology or on proprietary trade secrets because our flat-panel displays are assembled with components purchased in off-the-shelf form from wholesale distributors. We endeavor to protect certain of the designs and operating software we use in each generation of our flat-panel displays. We currently hold design patents for our new model of flat-panel display and our software. We have the right to use several trademarks relating to the “Focus Media” brand name in China, South Korea, Taiwan, Japan and Singapore. We also have the right to use several trademarks relating to the “Framedia” brand name in China. Following our acquisition of Allyes, we also acquired all of its intellectual property including that held by its subsidiaries and affiliates.

We do not know if our trademark applications will lead to registered trademarks with the scope of the goods and services we seek, if at all, or whether any trademark we have registered or may receive registration in the future will be challenged or invalidated. See Item 3.D Risk Factor — Risks Relating to Our Business and Industry — Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business. We have also obtained copyright registration for a number of our software. We will continue to assess appropriate occasions for seeking trademark, copyright and other intellectual property protections for those aspects of our business that we believe provide significant competitive advantages.

The technology developed by Allyes enables us to collect and use data derived from user activity on the Internet. Although we believe that we have the right to use this information and to compile it in our databases, we cannot assure you that any trade secret, copyright or other protection will be available for this information. In addition, our clients and other parties may claim rights to this information.

C. Trend Information

Please refer to “—Overview” for a discussion of the most significant recent trends in our production, sales, costs and selling prices. In addition, please refer to discussions included in this Item for a discussion of known trends, uncertainties, demands, commitments or events that we believe are reasonably likely to have a material effect on our net operating revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

D. Off-balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholder’s equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

E. Tabular Disclosure of Contractual Obligations

The following table sets forth our contractual obligations and commitments with definitive payment terms on a consolidated basis which will require significant cash outlays in the future as of December 31, 2009.


	Payments due December 31
											2014 and
	TOTAL		2010		2011		2012		2013		Thereafter
Display and poster frame placement agreement obligations		90,712		57,462		22,004		6,989		2,430		1,827
Office premise lease obligations		6,143		4,528		1,223		383		4		5

Total contractual obligations		96,855		61,990		23,227		7,372		2,434		1,832

Other than certain leasing arrangements relating to the placement of our flat-panel and office premises, as of December 31, 2008, we did not have any long-term debt obligations, operating lease obligations or purchase obligations.

A portion of the purchase consideration for certain acquisitions we made, such as Framedia, is contingent and based on earnings targets for two to three years subsequent to the acquisition, subject further to the attainment of certain operational targets. The maximum amount of such contingent payments for continuing and discontinued operations for 2010 and 2011 is $40 million in aggregate. As of December 31, 2009, other than such contingent earn-out payments and potential liabilities relating to litigation in which we are involved described under “— Legal Proceedings”, we had no other indebtedness, material contingent liabilities, or material mortgages or liens. We intend to meet our future funding needs primarily through net cash provided from operating activities.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table sets forth certain information relating to our directors and executive officers. The business address of each of our directors and executive officers is Unit No.1, 20th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong.


Name	Age		Position
Jason Nanchun Jiang		37	Chief Executive Officer and Chairman of the Board of Directors
Fumin Zhuo(1)		58	Director
Neil Nanpeng Shen(2)		42	Director
Charles Cao		44	Director
Daqing Qi(3)		47	Director
David Ying Zhang(4)		36	Director
Ying Wu (5)		51	Director
Alex Deyi Yang		34	General Manager and Director
Kit Leong Low		39	Chief Financial Officer


(1)		Independent director, chairman of the compensation committee and member of the audit committee and the nominations committee.

(2)		Independent director and chairman of the nominations committee.

(3)		Independent director, chairman of the audit committee and member of the compensation committee and nominations committee.

(4)		Independent director and member of the compensation committee.

(5)		Independent director and member of the audit committee.

Jason Nanchun Jiang, our founder, has served as the chairman of our board of directors since May 2003 and our chief executive officer from May 2003 to March 2008. Mr. Jiang resumed his position as chief executive officer in January 2009. From 1994 to 2003, Mr. Jiang was the chief executive officer of Everease Advertising Corporation, which is one of the top 50 advertising agencies in China. Starting in 2003, Mr. Jiang was general manager of Aiqi Advertising, an advertising company founded by his immediate family members in 1997 which was renamed Focus Media Advertisement in May 2003 in connection with the establishment of our current business

operations. In December 2003, Mr. Jiang was selected by China News Publisher’s Media magazine as one of the “Media People of the Year”. In September 2003, Mr. Jiang was selected by the Television and Newspaper Committees of the China Advertising Commission as one of its “contemporary outstanding advertising media personalities”. Mr. Jiang received a Bachelor of Arts degree in Chinese language and literature from Huadong Normal University in 1995.

Fumin Zhuo has served as our director since December 2004 and has more than 27 years of experience in investment and corporate management. Mr. Zhuo has also served as a general partner in SIG Capital Limited since July 2005. Prior to this, Mr. Zhuo served as chairman and chief executive officer of Vertex China Investment Company (VCI), a company concentrating in investments in the Greater China region, since he joined the fund in July 2002. From 1995 to July 2002, Mr. Zhuo was chief executive officer of Shanghai Industrial Holding Ltd. and chairman of SIIC Medical Science & Technology (Group). Prior to this, starting in 1987, Mr. Zhuo served as chief assistant officer of the Shanghai Economic System Reform Committee. Mr. Zhuo has extensive experience in venture capital fund formation, mergers and acquisitions, and investment management. Mr. Zhuo graduated from Shanghai Jiaotong University’s Electrical Engineering School with a degree in enterprise management and also holds a Master’s degree in economics from Fudan University.

Neil Nanpeng Shen has served as our director since December 2004. Mr. Shen is the founding managing partner of Sequoia Capital China, or Sequoia China, a China-focused venture capital fund which was established in August 2005. Prior to founding Sequoia China, Mr. Shen was president and chief financial officer of Ctrip.com International Limited, or Ctrip, a Nasdaq-listed on-line travel services company he co-founded and for which he continues to serve as a director. Prior to founding Ctrip, Mr. Shen worked for more than eight years in the investment banking industry in New York and Hong Kong. He was a director at Deutsche Bank Hong Kong where he worked from 1996 to 1999. Prior to 1996, he worked at Chemical Bank, Lehman Brothers and Citibank in various investment banking positions. Mr. Shen is also co-founder and co-chairman of Home Inns & Hotels Management (Hong Kong) Limited. Mr. Shen received his Master’s degree from the School of Management at Yale University and his Bachelor’s degree from Shanghai Jiaotong University.

Charles Cao was appointed as our director in November 2005 to replace Ted Tak Dee Sun who passed away in September 2005. Mr. Cao is president and chief executive officer of SINA Corporation, an online media company listed on the Nasdaq Global Market. Before he joined SINA Corporation in September 1999, Mr. Cao served as an experienced audit manager with PricewaterhouseCoopers LLP, providing auditing and business consulting services for high tech companies in Silicon Valley, California. Mr. Cao received his master of professional accounting from University of Texas at Austin. He also holds an MA degree in journalism from University of Oklahoma and a BA degree in Journalism from Fudan University in Shanghai, China. Mr. Cao is a certified public accountant and a member of the American Institute of Certified Public Accountants.

Daqing Qi was appointed as our director on February 28, 2006 upon the closing of our acquisition of Target Media. Professor Qi is professor of accounting and associate dean of the Cheong Kong Graduate School of Business, where he has taught since 2002. From 1996 until 2002, Professor Qi was an associate professor in the School of Accountancy at the Chinese University of Hong Kong. Professor Qi also has extensive experience in providing executive training and consulting services in accounting and corporate finance to government departments and private companies, including the Ministry of Information Industries of the People’s Republic of China, the Shanghai Municipal Government, China Mobile, China Unicom, China Telecom, China Netcom, Nokia and Ericsson. Professor Qi also serves on the board of directors of Sohu.com, a Nasdaq-listed company that provides online services in China. Professor Qi holds a B.S. degree in biophysics and a B.A. degree in journalism from Fudan University, an MBA degree from the University of Hawaii Manoa with a concentration in accounting and finance and a Ph.D. degree in accounting from the Eli Broad Graduate School of Management of Michigan State University.

David Ying Zhang was appointed as our director on September 28, 2007. Mr. Zhang is the managing director and head of the Beijing office of WI Harper, a private equity investment fund. Mr. Zhang joined WI Harper in late 2001 in the San Francisco office and moved back to China in early 2003. Prior to joining WI Harper, Mr. Zhang was a senior venture associate with ABN AMRO Capital focusing on the life sciences, information technology, and Internet sectors. Before joining ABN AMRO Capital, Mr. Zhang worked at Salomon Smith Barney. At WI Harper, Mr. Zhang has been responsible for investments in a number of companies including Pollex, Cardiva, Celestry Designs, Focus Media and iKang Healthcare. Mr. Zhang was born in Shanghai, grew up in the United

States and holds a M.S. degree in biotechnology and business from Northwestern University and a B.S. in biology and chemistry from California State University, San Francisco.

Ying Wu was appointed our director in May 2008. Starting in 2008, has been a partner of CTC Venture Capital, of which he is a founder. Prior to 2008, Mr. Wu was a founder, chief executive officer and president of UTStarcom since 1995 and has many years of experience in managing investments in the media and telecommunications industry.

Alex Deyi Yang was appointed our director and general manager in September 2009 and January 2010, respectively. Prior to this he served as our acting chief financial officer from January 2009. From August 2004 until his appointment as acting chief financial officer, Mr. Yang served as our general counsel. Prior to joining Focus Media in August 2004, Mr. Yang was general counsel of Linktone Ltd., a Nasdaq listed wireless value-added services company, from October 2002 until June 2004. Prior to that, Mr. Yang was an attorney at Commerce & Finance Law Offices in Beijing. Alex graduated from Shanghai International Studies University with a degree in finance and holds an LLM degree from Fudan University.

Kit Leong Low was appointed our chief financial officer in January 2010. Prior to joining Focus Media, Mr. Low was an executive director of a Greater China entertainment conglomerate, eSun Holdings, from June 2007 to January 2010. Prior to that, from June 2003, he was an executive director at the Goldman Sachs Asia-Pacific Research Media and Internet team whose coverage included media and Internet companies in Greater China. Before joining Goldman Sachs, starting 1993 he worked as a program manager for Johnson Controls Inc., managing Toyota vehicles interior development in the United States. He subsequently joined Sybase Inc., an enterprise software company in the United States, as a Program Manager in its Global Products Group in 2000. He received his Bachelor of Science degree in Industrial Engineering and Motion Picture Production from the University of Wisconsin-Madison, and his MBA from Columbia Business School in the United States.

We increased our board of directors from five to seven members when we completed our acquisition of Target Media, and further to nine members in 2007.

Duties of Directors

Under Cayman Islands law, our directors have a duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our amended and restated memorandum and articles of association. A company has the right to seek damages if a duty owed by our directors is breached.

The functions and powers of our board of directors include, among others:

• convening shareholders’ meetings and reporting its work to shareholders at such meetings;

• implementing shareholders’ resolutions;

• determining our business plans and investment proposals;

• formulating our profit distribution plans and loss recovery plans;

• determining our debt and finance policies and proposals for the increase or decrease in our registered capital and the issuance of debentures;

• formulating our major acquisition and disposition plans, and plans for merger, division or dissolution;

• proposing amendments to our amended and restated memorandum and articles of association; and

• exercising any other powers conferred by the shareholders’ meetings or under our amended and restated memorandum and articles of association.

B. Compensation

In 2009, we paid aggregate cash compensation of approximately $187,500 to our directors and executive officers as a group. In 2007 and 2008, we granted to selected directors, officers and employees options to acquire an aggregate 10,892,685 (of which 8,690,085 were cancelled) and 26,529,625, respectively. In 2009, we granted selected directors and officers 24,550,000 restricted shares. We have no service contracts with any of our directors or executive officers that provide benefits to them upon termination. We do not pay or set aside any amounts for pension, retirement or other benefits for our officers and directors.

Share Option and Restricted Shares Plans

Our 2003 Employee Share Option Scheme, or our 2003 Option Plan, was adopted by our board of directors at a meeting on June 1, 2003. Our members and board of directors adopted our 2005 Share Option Plan, or our 2005 Option Plan, in May 2005. Our members and board of directors adopted our 2006 Employee Share Option Plan, or our 2006 Option Plan, in October 2006. Our members and board of directors adopted our 2007 Employee Share Option Plan, or our 2007 Option Plan, in December 2007. Our members and board of directors adopted our 2010 Employee Share Option Plan, or our 2010 Plan, in December 2009. Our option plans are intended to promote our success and to increase shareholder value by providing an additional means to attract, motivate, retain and reward selected directors, officers, employees and third-party consultants and advisors.

Originally, under our 2003 Option Plan, not more than 30% of our share capital was reserved for grants of options. Prior to the adoption of our 2005 Option Plan, we issued options equivalent to 10.87% of our issued share capital under our 2003 Option Plan. Under our 2005 Option Plan, the amount of options we may issue has been reduced to an aggregate of 20% of our share capital, including the 10.87% already granted under our 2003 Option Plan. Under our 2006 Share Option Plan, we were authorized to issue up to 3.6% of our share capital outstanding from time to time. In addition, during the three years from the adoption of our 2007 Option Plan, we may issue no more than 5% of our share capital for grants of options.

In October 2008, we cancelled all options granted during the period from October 3, 2007 to July 25, 2008 and authorized the issuance of new options to purchase up to 13,559,325 ordinary shares with a strike price of $2.44 per ordinary share. In 2006, 2007 and 2008, options to purchase 14,800,000, 10,892,685 and 13,559,325 ordinary shares were authorized and granted under the option plans, respectively. Under the terms of each option plan, options are generally granted at prices equal to the fair market value as determined by our board of directors, expire 10 years from the date of grant and generally vest over three years while certain options granted vest over one year.

Options generally do not vest unless the grantee remains under our employment or in service with us on the given vesting date. However, in circumstances where there is a death or disability of the grantee, or, for certain option holders, a change in the control of our company, the vesting of options will be accelerated to permit immediate exercise of all options granted to a grantee.

On September 19, 2008, our Internet advertising services segment (“Allyes”), in contemplation of an initial public offering, adopted the 2008 employee share option plan (the “Allyes 2008 Plan”), which allows Allyes to offer a variety of incentive awards to directors, consultants, advisors or any members of Allyes. Allyes granted 13,320,810 share options to employees on September 19, 2008. Under the terms of the Allyes 2008 Plan, options are generally granted at exercise prices not less than 100% of the fair market value, as determined by the board of directors, generally expire 10 years from the date of grant and vest over a period of three years.

Among the total outstanding options to purchase 9,327,149 ordinary shares issued in the 2008 replacement, options to purchase 1,776,300 ordinary shares were cancelled on September 22, 2009 as a result of recent performance evaluations and previously unrecognized compensation cost of $2.6 million was recognized on the cancellation date. The remaining outstanding options to purchase 7,550,849 ordinary shares granted under the 2008 replacement were further cancelled and replaced by an equivalent number of restricted shares in order to incentivize

employees and reduce the need for future option grants. This was accounted for as a modification with an incremental compensation cost of $8,122,206 recorded over the vesting period of two to three years. The incremental compensation was measured as the excess of the fair value of restricted shares over the fair value of the cancelled options granted under the 2008 replacement at the cancellation date. Further, 28,935,131 restricted shares were granted to employees in 2009.

As of December 31, 2007, 2008 and 2009, 39,890,055, 32,840,540 and 15,642,620 options and as of December 31, 2009, 36,448,980 restricted shares were outstanding.. The fair value of restricted shares is the market value of the ordinary shares on the date of grant whereas the fair value of options granted to both employees was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:


Options granted to employees and non-employees:	2007			2008			2009
Risk-free rate of return		4.02% – 4.68	%		1.59%–3.2	%		0.87	%
Weighted average expected option life	2 years			2.5 to 4 years			2.5 years
Volatility rate		50.61%–53.05	%		53%–68.88	%		88.32	%
Dividend yield		0	%		0	%		0	%

In January 2010, certain Allyes employees and management and directors and certain members of our management and directors entered into a definitive agreement with us and Allyes in January 2010 to buy-out an aggregate 38% interest in Allyes from us. Pursuant to the terms of the agreements, the purchasing Allyes and Group management members paid an aggregate $13.3 million for a 38% interest of Allyes. The Group performed a valuation of Allyes as of the closing date of the transaction and determined that the price paid to acquire the interest approximated fair value. The transaction was approved by all independent directors on the board. This transaction was part of initiatives we are taking to incentivize management to enhance the future business model of Allyes and thereby to seek long term sustainable growth for the Group and investors.

Our compensation committee, which administers our option plans, has wide discretion to award options. Subject to the provisions of our option plans and the above allocation targets, our committee that administers our option plans determines who will be granted options, the type and timing of options to be granted, vesting schedules and other terms and conditions of options, including the exercise price. Any of our employees may be granted options. The number of options awarded to a person, if any, is based on the person’s potential ability to contribute to our success, the person’s position with us and other factors chosen by our board of directors.

Generally, to the extent an outstanding option granted under our option plans has not become vested on the date the grantee’s employment by or service with us terminates, the option will terminate and become unexercisable.

Our board of directors may amend, alter, suspend, or terminate each of our option plan at any time, provided, however, that in order to increase the limit of 20% of our share capital that may be granted as options, our board of directors must first seek the approval of our shareholders and, if such amendment, alteration, suspension or termination would adversely affect the rights of an optionee under any option granted prior to that date, the approval of such optionee. Without further action by our board of directors, our 2010 Option Plan will terminate in December 2020.

The table below sets forth the restricted share grants made to our directors and executive officers pursuant to our option plans as of December 31, 2009.

Exercise

Number of

per

restricted

ordinary

shares issued

share

Date of grant

Date of expiration

(in U.S. dollars)

Jason Nanchun Jiang

19,500,000

$nil

October 1, 2009

September 30, 2019

Fuming Zhuo

$nil

October 1, 2009

September 30, 2019

Neil Nanpeng Shen

$nil

October 1, 2009

September 30, 2019

Charles Cao

$nil

October 1, 2009

September 30, 2019

Daqing Qi

$nil

October 1, 2009

September 30, 2019

David Ying Zhang

$nil

October 1, 2009

September 30, 2019

Exercise

Number of

per

restricted

ordinary

shares issued

share

Date of grant

Date of expiration

(in U.S. dollars)

Ying Wu

$nil

October 1, 2009

September 30, 2019

Alex Deyi Yang

$nil

October 1, 2009

September 30, 2019

Kit Leong Low

$nil

October 1, 2009

September 30, 2019


*		Upon exercise of all options granted, would beneficially own less than 1% of our outstanding ordinary shares, assuming all of our outstanding preference shares are converted into our ordinary shares.

C. Board Practices

Each of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by our board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for reelection. All of our executive officers are appointed by and serve at the discretion of our board of directors. Neither we nor any of our subsidiaries has entered into a contract with any of our directors by which our directors are expected to receive benefits upon termination of their employment.

Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominations committee.

Audit Committee. Our audit committee currently consists of Daqing Qi, Ying Wu and Fumin Zhuo. Mr. Qi is the chairman of our audit committee. Our board of directors has determined that all of our audit committee members are “independent directors” within the meaning of Nasdaq Listing Rule 5605(a)(2) and meet the criteria for independence set forth in Section 10A(m)(3) of the U.S. Securities Exchange Act of 1934, or the Exchange Act.

Our audit committee is responsible for, among other things:

• recommending to our shareholders, if appropriate, the annual re-appointment of our independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

• annually reviewing an independent auditors’ report describing the auditing firm’s internal quality-control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditors and our company;

• setting clear hiring policies for employees or former employees of the independent auditors;

• reviewing with the independent auditors any audit problems or difficulties and management’s response;

• reviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K under the U.S. securities laws;

• discussing the annual audited financial statements with management and the independent auditors;

• discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations;

• reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments;

• reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures on our financial statements;

• discussing policies with respect to risk assessment and risk management;

• reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;

• timely reviewing reports from the independent auditors regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material written communications between the independent auditors and management;

• establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

• annually reviewing and reassessing the adequacy of our audit committee charter;

• such other matters that are specifically delegated to our audit committee by our board of directors from time to time;

• meeting separately, periodically, with management, the internal auditors and the independent auditors; and

• reporting regularly to the full board of directors.

Compensation Committee. Our current compensation committee consists of Fumin Zhuo, Daqing Qi and David Ying Zhang. Mr. Zhuo is the chairman of our compensation committee. Our board of directors has determined that all of our compensation committee members are “independent directors” within the meaning of Nasdaq Listing Rule 5605(a)(2).

Our compensation committee is responsible for:

• determining and recommending the compensation of our chief executive officer;

• reviewing and making recommendations to our board of directors regarding our compensation policies and forms of compensation provided to our directors and officers;

• reviewing and determining bonuses for our officers;

• reviewing and determining share-based compensation for our directors and officers;

• administering our equity incentive plans in accordance with the terms thereof; and

• such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

Nominations Committee. Our current nominations committee consists of Neil Nanpeng Shen, Daqing Qi and Fumin Zhuo. Mr. Shen is the chairman of our nominations committee. Our board of directors has determined

that all of our nominations committee members are “independent directors” within the meaning of Nasdaq Listing Rule 5605(a)(2).

Our nominations committee is responsible for, among other things, selecting and recommending the appointment of new directors to our board of directors.

Foreign Private Issuer Home Country Practice . The NASDAQ Marketplace Rules in general require listed companies to follow a stipulated set of corporate governance practices. As a foreign private issuer, we are permitted to, and we will, follow home country corporate governance practices instead of certain requirements of the NASDAQ Marketplace Rules, including, among others, the shareholder approval rules. The corporate governance practice in our home country, the Cayman Islands, does not require shareholder approval for the issuance of shares in a private placement at a price less than the greater of book value and market value, provided that the directors consider the issue price represents fair value for the shares being issued. We currently rely upon the relevant home country exemption in lieu of the requirement for shareholder approval of such share issuances.

D. Employees

As of December 31, 2009, we had a total of 4,800 full-time employees and no part-time employees. The following table sets out the number of staff by business area as of December 31, 2009:


	Number of
	employees (1)		Percentage
Sales and marketing		1,594		33.2	%
Operations		2,277		47.4	%
Management and administration		929		19.4	%

Total number of employees		4,800		100.0	%


(1)		This excludes employees our regional distributors and agents who are not directly under our employ.

As required by PRC regulations, we participate in various employee benefit plans that are organized by municipal and provincial governments, including pension, work-related injury benefits, maternity insurance, medical and unemployment benefit plans. We are required under PRC law to make contributions to the employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time. Members of the retirement plan are entitled to a pension equal to a fixed proportion of the salary prevailing at the member’s retirement date.

Generally we enter into a three-year standard employment contract with our officers and managers and a one-year standard employment contract with other employees. According to these contracts, all of our employees are prohibited from engaging in any activities that compete with our business during the period of their employment with us. Furthermore, the employment contracts with officers or managers include a covenant that prohibits officers or managers from engaging in any activities that compete with our business for two years after the period of their employment with us.

E. Share Ownership

Please see Item 6.B. and Item 7.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our ordinary shares, as of October 30, 2010:

each person known to us to own beneficially more than 5% of our ordinary shares and

each of our directors and executive officers who beneficially own our ordinary shares.

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. The number of our ordinary shares outstanding used in calculating the percentage for each listed person includes our ordinary shares underlying options held by such person that are exercisable within 60 days of October 30, 2010, but excludes ordinary shares underlying options held by any other person. Percentage of beneficial ownership is based on 668,267,925 ordinary shares outstanding as of October 30, 2010.


	Shares beneficially owned
	Number		Percent
Principal Shareholders
Fosun International Limited(1)		140,646,335		21.05
JJ Media Investment Holding Ltd. (2)		100,586,135		15.05	%

Directors and Executive Officers (3)
JJ Media Investment Holding Ltd./ Jason Nanchun Jiang (4)		100,586,135		15.05	%
Neil Nanpeng Shen		*		*
Charles Chao		*		*
Fumin Zhuo		*		*
Daqing Qi		*		*
David Ying Zhang		*		*
Ying Wu		*		*
Alex Deyi Yang		*		*
Kit Leong Low		*		*


*		Upon exercise of all options currently exercisable or vesting within 60 days of the date of this annual report, would beneficially own less than 1% of our ordinary shares.

(1)		Information based on the amended Schedule 13D filed on September 27, 2010 on behalf of Fosun International Limited. Includes 140,646,335 ordinary shares beneficially owned by Fosun International Limited. The business address of Fosun International Limited is Room 808, ICBC Tower, 3 Garden Road, Hong Kong, China.

(2)		Information based on the amended Schedule 13D filed on September 10, 2010 on behalf of Jason Nanchun Jiang and JJ Media Investment Holding Limited. Includes 100,586,135 ordinary shares beneficially owned by JJ Media Investment Holding Ltd. The business address of JJ Media Investment Holding Limited and Jason Nanchun Jiang is c/o Focus Media Holding Limited, Unit No.1, 20th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong.

(3)		The address of our current directors and executive officers is c/o Focus Media Holding Limited, Unit No.1, 20th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong.

(4)		See note 2.

None of our major shareholders have different voting rights from those of our other shareholders. To the best of our knowledge, we are not directly or indirectly controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

For information regarding our shares held or beneficially owned by persons in the United States, see “Item 9. The Offer and Listing—Market Price Information for Our American Depositary Shares” in this annual report.

B. Related Party Transactions

Details of advertising service revenue from related parties for the years ended December 31, 2007, 2008 and 2009 are as follows:


		Year ended December 31,
Name of related parties	Director interested	2007		2008			2009
Shanghai Everease Advertising & Communication Ltd.	Jason Nanchun Jiang	$	3,132,954	$	(132,116	)	$	—
Multimedia Park Venture Capital	Jimmy Wei Yu		104		—			—
Shanghai Shengchu Advertising Agency Co., Ltd.	Jimmy Wei Yu		44,542		—			—
CTV Golden Bridge International Media Co., Ltd.	Daqing Qi		—		—			277,749
Sina.com	Charles Cao		1,095,814		1,637,297			548,988
Sohu.com	Daqing Qi		608,150		2,002,839			438,536
Home-Inn	Neil Nanpeng Shen		82,356		256,690			89,076
Ctrip.com	Neil Nanpeng Shen		—		69,863			486,263
51.com	Neil Nanpeng Shen		19,611		718			—
Qihoo.com	Neil Nanpeng Shen		12,151		48,385			38,008
UUSEE	Neil Nanpeng Shen		27,789		78,572			—
Aikong.com	Jason Nanchun Jiang		—		56,190			—
Giant Interactive Group Inc.	Jason Nanchun Jiang		—		4,153,948			368,242
China Vanke Co., Ltd.	Daqing Qi		—		909,775			459,376
Beijing Huayi Brothers	Jason Nanchun Jiang		—		43,561			—
Tea Care Group Ltd.	Fuming Zhuo		—		—			292,606
Yadu Huang Ke Technology Co., Ltd.	Fuming Zhuo		243,628		87,638			—
Focus Technology Co., Ltd.	Fuming Zhuo		—		—			43,200

Total		$	5,267,099	$	9,213,360		$	3,042,044

Details of advertising space leasing costs charged, net of rebates, of those whom are the related parties, for the years ended December 31, 2007, 2008 and 2009 for the Group are as follows:


		Year ended December 31,
Name of related parties	Director interested	2007		2008		2009
Sina.com	Charles Cao	$	24,755,004	$	50,294,367	$	28,635,023
Sohu.com	Daqing Qi		14,596,893		39,061,219		17,208,874
Ctrip.com	Neil Nanpeng Shen		130,230		343,546		146,356
51.com	Neil Nanpeng Shen		204,612		887,603		195,376
Qihoo.com	Neil Nanpeng Shen		305,413		847,021		109,564
UUSEE	Neil Nanpeng Shen		15,929		306,899		—
E-House(China) Holdings Limited	Neil Nanpeng Shen		2,008		—		—
StormNet Information Technology	David Zhang		—		—		21,928
Total		$	40,010,089	$	91,740,655	$	46,317,121

Details of amounts due from related parties as of December 31, 2008 and 2009 are as follows:

December 31,

Name of related parties

Note

Director interested

2008

2009

Shanghai Everease Advertising & Communication Ltd.

(a)

Jason Nanchun Jiang

4,136

—

Multimedia Park Venture Capital

(a)

Jimmy Wei Yu

232,399

—

Sina.com

(a)

Charles Cao

2,183,809

570,113

Sohu.com

(a)

Daqing Qi

4,905,642

2,685,730

Ctrip.com

(a)

Neil Nanpeng Shen

49,401

(293

)

51.com

(a)

Neil Nanpeng Shen

215,854

—

UUSEE

(a)

Neil Nanpeng Shen

18,937

—

Tea Care Group Ltd.

(a)

Fuming Zhuo

—

21,475

China Vanke Co., Ltd.

(a)

Daqing Qi

—

7,379

Home-Inn

(a)

Neil Nanpeng Shen

23,838

—

100

December 31,

Name of related parties

Note

Director interested

2008

2009

Yadu Huang Ke Technology Co., Ltd.

(a)

Fuming Zhuo

146,033

—

Qihoo.com

(a)

Neil Nanpeng Shen

53,724

—

Giant Interactive Group, Inc.

(a)

Jason Nanchun Jiang

174,079

—

Total

8,007,852

3,284,404

Note (a) — These amounts represent trade receivables for advertising services provided.

Details of amounts due to related parties as of December 31, 2008 and 2009 are as follows:


			December 31,
Name of related parties	Note	Director interested	2008		2009
Sina.com	(b)	Charles Cao	$	11,586,228	$	2,126,612
Sohu.com	(b)	Daqing Qi		3,039,075		—
51.com	(b)	Neil Nanpeng Shen		554,326		32,871
UUSEE	(b)	Neil Nanpeng Shen		151,197		—
Home-Inn	(b)	Neil Nanpeng Shen		—		—
StormNet Information Technology	(b)	David Zhang		—		54,376
Qihoo.com	(b)	Neil Nanpeng Shen		129,427		158
Giant Interactive Group Inc.	(b)	Jason Nanchun Jiang		146,314		—
Ctrip.com	(b)	Neil Nanpeng Shen		80,543		16,877

Total			$	15,687,110	$	2,230,894

Note (b) — The amounts represent trade payables for advertising services purchased.

Other Related Party Transactions

Loans to Shareholders of Our PRC Operating Affiliates

Pursuant to loan agreements entered into by the relevant PRC operating subsidiaries and the individual shareholders of certain of our PRC operating affiliates, respectively, such shareholders obtained a loan of the registered capital of the relevant PRC operating affiliate from the relevant WFOE operating subsidiaries for the sole purpose of establishing or increasing, as the case may be, the registered capital of each such PRC operating affiliate. As of December 31, 2009, the full amounts of the loans to these shareholders remained outstanding. The relevant PRC operating subsidiary granted these loans without interest.

Share Subscription by JJ Media Investment Holding Limited

As described in Item 5. Operating and Financial Review and Prospects — Share based Compensation on page 61, on November 18, 2009, the Company issued 75 million ordinary shares to Jason Nanchun Jiang through JJ Media Investment Holding Limited, for proceeds of $142,425,000.

Transactions with Entities Affiliated with Jimmy Wei Yu

Jimmy Yu resigned his directorship in September 2009. For each of the years ended December 31, 2007, 2008 and 2009, office rentals were paid to Multimedia Park Venture Capital, of which Mr. Yu is the CEO, amounting to $690,018, $870,718 and $612,817, respectively.

Management Buy-in To Internet Division

In January 2010, certain Allyes employees and management and directors and certain members of our management and directors entered into a definitive agreement with us and Allyes to purchase an aggregate 38% interest in Allyes from us. Pursuant to the terms of the agreements, the purchasing Allyes and Group management members paid an aggregate $13.3 million for a 38% interest of Allyes. The Group performed a valuation of Allyes as of the closing date of the transaction and determined that the price paid to acquire the interest approximated fair value. The transaction was approved by all independent directors on the board. This transaction was part of initiatives we are taking to incentivize management to enhance the future business model of Allyes and thereby to seek long term sustainable growth for the Group and investors.

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Agreements among Us, Our PRC Operating Subsidiaries, Our PRC Operating Affiliates and Their Shareholders

The following is a summary of the material provisions of these agreements. For more complete information you should read these agreements in their entirety. Directions on how to obtain copies of these agreements are provided in this annual report under “Item 10.H Additional Information — Documents on Display” and “Item 19. Exhibits”.

We have entered into a series of contractual arrangements with certain of our PRC operating affiliates and their respective shareholders, including contracts relating to the provision of services and certain shareholder rights and corporate governance matters if the PRC operating affiliates are owned by individuals or entities other than our 100% indirect subsidiaries or 100% consolidated operating affiliates. Each of our contractual arrangements with our PRC operating affiliates and their respective shareholders may only be amended with the approval of our audit committee or another independent body of our board of directors.

Transfer of Ownership When Permitted By Law

Pursuant to call option agreements, including in certain cases subsequent participation letters by our new PRC operating affiliates, by and among certain of our PRC operating subsidiaries, our PRC operating affiliates, and their respective shareholders, the shareholders of each of our relevant PRC operating affiliates, which shareholders are individuals or entities designated by us, such PRC operating affiliated and their respective shareholders have granted the relevant PRC operating subsidiary or its designee an exclusive option to purchase all or part of their equity interests in the relevant PRC operating affiliate, or all or part of the assets of the relevant PRC operating affiliate, in each case, at any time determined by the relevant PRC operating subsidiary and to the extent permitted by PRC law. We believe the call option agreements are currently exercisable, and we have exercised certain of these agreements to convert some of our PRC operating affiliates into PRC operating subsidiaries.

Voting Arrangements

Pursuant to voting rights proxy agreements and in certain cases subsequent participation letters by our new PRC operating affiliates, by and among certain of PRC operating subsidiaries, the PRC operating affiliates and their shareholders designated by us, the respective shareholders of the PRC operating affiliates have granted an individual designated by the PRC operating subsidiaries the right to appoint all of the directors and senior management of the PRC operating affiliates and all of their other voting rights as shareholders of the PRC operating affiliates, as provided under the articles of association of each such entity. Under the voting rights proxy agreement, there are no restrictions on the number, to the extent allowed under the respective articles of association of the PRC operating affiliates, or identity of those persons we can appoint as directors and officers.

Equity Pledge Agreements

Pursuant to equity pledge agreements and, in certain instances, subsequent participation letters by certain of our new PRC operating affiliates, by and among the relevant PRC operating subsidiaries, the relevant PRC operating affiliates, the relevant shareholder of the relevant PRC operating affiliates has pledged his equity interest in the relevant PRC operating affiliates, to certain of the PRC operating subsidiaries to secure his obligations under certain of the relevant contractual control agreements to which each is a party, such as the obligations of the relevant PRC operating affiliates a under certain technical services agreements, trademark license agreements and exclusive services agreements, as the case may be, and the obligation of each shareholder of the PRC operating affiliates under the respective loan agreements between the relevant shareholder and PRC operating subsidiary, for the sole purpose of contributing or increasing the registered capital of the PRC operating affiliates, as the case may be and acquiring certain of our regional distributors, respectively. See “— Loans to the Shareholders of the PRC Operating Affiliates”. Under these equity pledge agreements, each relevant shareholder has agreed not to transfer, assign, pledge or otherwise dispose of their interest in the relevant PRC operating affiliate, without the prior written consent of the relevant PRC operating subsidiary. The equity pledge agreements may not be enforceable until we complete registration procedures with the local SAIC. See “Risk Factors— We use contractual arrangements with our PRC operating affiliates and their shareholders for a significant portion of our China operations, and uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements and thus our ability to conduct our business” elsewhere in this annual report.

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C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

Please refer to Item 18 for a list of our annual consolidated financial statements filed as part of this annual report.

Legal Proceedings

On or about November 27, 2007, Eastriver Partners, Inc. filed a purported class action lawsuit in the United States District Court for the Southern District of New York against us and the underwriters of our follow-on offering of November 2007. On or about December 21, 2007, Scott Bauer filed a purported class action lawsuit in the United States District Court for the Southern District of New York against us, certain of our officers and directors, and the underwriters of our follow-on offering of November 2007. Both complaints allege that our registration statement on Form F-1 on November 1, 2007, as amended, and the related prospectus contained inaccurate statements of material fact. On April 24, 2008, the court consolidated the Eastriver Partners, Inc. and Scott Bauer actions into an action captioned In re Focus Media Holding Limited Litigation and named Iron Workers Local No. 25 Pension Fund as lead plaintiff in the consolidated action. On June 23, 2008, Lead Plaintiff filed a consolidated amended complaint. Specifically, the complaints allege that we failed to disclose reduced gross margins in our Internet advertising business division due to acquisitions we made. The complaint filed by Scott Bauer also alleges that we issued a press release concerning our second quarter 2007 financial results that contained inaccurate statements of material fact. On September 5, 2008, we, certain of our officers and directors, and the underwriters filed a motion to dismiss the consolidated amended complaint. On November 5, 2008, the lead plaintiff filed its opposition to the motion to dismiss. A reply brief was filed on December 5, 2008. On March 29, 2010, the court issued an opinion granting our motion to dismiss. On March 30, 2010, the court entered a judgment dismissing the case. The plaintiffs filed a notice of appeal on April 29, 2010 appealing the judgment granting our motion to dismiss. We intend to continue to defend against these lawsuits vigorously as we believe we have meritorious defenses to the claims alleged. However, there can be no assurance that we will prevail in the suit on appeal and any adverse outcome of these cases could have a material adverse effect on our business or results of operations.

On February 11, 2008, Ying Ping, a PRC citizen, filed an arbitration application in Beijing with China International Economic and Trade Arbitration Commission (“CIETAC”) against us, requesting us, (i) to continue to perform a Share Purchase Agreement, dated as of March 20, 2008, between Ying Ping and the Company; (ii) to pay an overdue share purchase price in the amount of $15.6 million and accrued interests thereof; and (iii) to bear their legal counsel fee in the amount of $0.3 million and other relevant arbitration costs. The CIETAC accepted Ying Ping’s application for arbitration on February 24, 2009. On March 10, 2010, the arbitration was settled. As a result, we agreed to pay $5.5 million to settle all the claims under the arbitration.

Except as disclosed above, we are not currently a party to any material legal proceeding. From time to time, we may be subject to various claims and legal actions arising in the ordinary course of business.

Dividend Policy

We have not previously declared any dividends. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends on our ordinary shares, or indirectly on our ADSs, for the foreseeable future.

Future cash dividends, if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, shareholders’ interests, contractual restrictions and other factors as our board of directors may deem relevant. In addition, we can pay dividends only out of our profits or other distributable reserves. Any dividend we declare will be paid to the holders

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of ADSs, subject to the terms of the deposit agreement, to the same extent as holders of our ordinary shares, less the fees and expenses payable under the deposit agreement. Other distributions, if any, will be paid by the depositary to holders of our ADSs in any means it deems legal, fair and practical. Any dividend will be distributed by the depositary, in the form of cash or additional ADSs, to the holders of our ADSs. Cash dividends on our ADSs, if any, will be paid in U.S. dollars.

B. Significant Changes

Since the date of the audited financial statements included as a part of this annual report, the following significant changes have occurred:

• In January 2010, we appointed Kit Leong Low as our chief financial officer and Alex Yang as our general manager;

• In January 2010, certain Allyes employees and management and directors and certain members of our management and directors entered into a definitive agreement with us and Allyes to purchase an aggregate 38% interest in Allyes from us. We entered into this arrangement to incentivize the Allyes management in order to try to maximize the operations and value of Allyes. Pursuant to the terms of the agreements, the purchasing Allyes and Group management members paid an aggregate $13.3 million for a 38% interest of Allyes. The Group performed a valuation of Allyes as of the closing date of the transaction and determined that the price paid to acquire the interest approximated fair value. The transaction was approved by all independent directors on the board. This transaction was part of initiatives we are taking to incentivize management to enhance the future business model of Allyes and thereby to seek long term sustainable growth for the Group and investors.

• On July 30, 2010, we entered into a definitive share purchase agreement with Asteroid Media Holdings Limited, a wholly-owned investment vehicle of Silver Lake Management, L.L.C., or Silver Lake, pursuant to which we sold to Silver Lake our entire remaining 62% ownership interest in our former Internet business, Allyes Online Media Holdings Limited and its consolidated subsidiaries and affiliates, collectively Allyes. Upon the closing of the transaction on August 3, 2010, Silver Lake paid us US$124 million, in exchange for the remaining equity ownership of Allyes held by Focus Media. Simultaneous with the signing of the agreement, certain other shareholders of Allyes also sold their interest in Allyes to Silver Lake, so that, following the series of transactions, Silver Lake owns a controlling stake in Allyes. We no longer hold any ownership interest in Allyes nor conduct any Internet advertising operations. We sold our remaining interest in Allyes to Silver Lake to maximize value for our shareholders as we believe that the interests of our business were best served by focusing on our core out-of-home advertising network and selling the Allyes business at a price that we believe provided excellent value to our company and our shareholders.

• In February 2010, we announced that our board of directors approved a share repurchase program of up to $200 million, which we expect to implement over the course of the 12 month period following the announcement in a manner consistent with market conditions and the interest of the shareholders and in compliance with our securities trading policy. Our board of directors will review the share repurchase program periodically and may authorize adjustment of its terms and size accordingly. We plan to fund repurchases made under this program from our available cash balance. In February 2010, we announced the implementation of a share repurchase program of up to $200 million over the next twelve months which we increased to up to $300 million in August 2010. We repurchased approximately 11,915,944 of our ADS for approximately $236.7 million up to September 20, 2010, which included a privately negotiated repurchase of 9,523,810 ADSs from Fosun International for $200 million.

Please see the section titled “Material Contracts” of Item 10.C. “Additional information”.

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E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

We incorporate by reference into this annual report the description of our amended and restated memorandum and articles of association contained in our Form F-1 registration statement (File No. 333-134714), as amended, first filed with the Commission on June 2, 2006.

C. Material Contracts

In the past three fiscal years, we have not entered into any material contracts other than in the ordinary course of business or other than those described below and elsewhere in this annual report.

Allyes

In March 2007, we completed the acquisition of Allyes Information Technology Company Limited, and its wholly-owned PRC subsidiaries New Allyes Information Technology (Shanghai) Co., Ltd. and Allyes Information Technology (Shanghai) Co., Ltd. and their affiliated PRC operating companies. David Zhu, the founder, former chairman and chief executive officer of Allyes, signed an employment agreement with Focus Media and remains as the chief executive officer of Allyes.

The following is a brief summary of material provisions of the share purchase agreement. This summary is qualified in its entirety by reference to the actual Allyes Share Purchase Agreement.

Purchase Price. We agreed to pay the selling shareholders of Allyes $70 million in cash and 19,969,080 Focus Media ordinary shares. In addition, in March, 2008, we made an earn-out payment of 9,662,458 ordinary shares (based upon a fixed price per ordinary share of $7.726) to Allyes in connection with certain earnings targets during the twelve month period from April 1, 2007 to March 31, 2008. None of the ordinary shares received by the Allyes selling shareholders are currently subject to lock-up

Representations and Warranties. In the share purchase agreement, the Allyes selling shareholders made customary representations and warranties to us, which generally survive for a period of fifteen months following the closing date. However, a number of specified representations and warranties survive for longer periods. We made customary representations and warranties to the Allyes selling shareholders, which survive for a period of one year following the closing date.

Covenants. The definitive share purchase agreement includes customary covenants relating to, among other things, the conducting of the business in the ordinary course prior to closing, notification of certain matters, confidentiality, non-compete agreements for key employees, treatment of related party accounts and preparation of financial statements.

Indemnification. The management shareholders have agreed to indemnify us for damages resulting from any breach of any representation or warranty, covenant or other agreement made by the management shareholders in

106

the share purchase agreement, including but not limited to losses arising out of materially inaccurate disclosures made in Allyes’s financial statements; losses arising out of failure to report any material changes in Allyes or its affiliates; losses arising out of failure to adequately disclose terms of any material contracts of Allyes or its affiliates; and losses arising out of any tax or legal liabilities.

The non-management shareholders have also agreed to indemnify us for damages resulting from any breach of any representation or warranty, covenant or other agreement made by the non-management shareholders in the share purchase agreement.

The Allyes selling shareholders collectively shall not be liable to indemnify losses greater than the aggregate consideration of the share purchase agreement, and each selling shareholder is only liable up to the product of (x) the amount of his percentage equity interest in the company prior to the closing multiplied by (y) the aggregate consideration of the share purchase agreement. The Allyes selling shareholders are not obligated to indemnify our losses until and unless such losses exceed $1 million. If our losses exceed $1 million, the selling shareholders are liable for all amounts including the first $1 million. Management shareholders will be jointly and severally liable. Non-management shareholders will be severally but not jointly liable.

We have agreed to indemnify the selling shareholders for damages resulting from any breach of any representation or warranty, covenant or other agreement of ours in the share purchase agreement. Our indemnification obligations are capped at the aggregate consideration of the share purchase agreement.

Amounts of losses are subject to insurance recoveries and other mitigating circumstances. Indemnification payments may be made in-kind with Focus Media ordinary shares received under the share purchase agreement.

Under the terms of the transaction, we also granted certain registration rights to the former shareholders of Allyes. See “Item 14.A—Material Modifications to the Rights of Security Holders and Use of Proceeds” elsewhere in this annual report.

Management Buy-in To Allyes

See Item 17.B—Related Party Transactions—Other Related Party Transactions.

Sale of Allyes

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Share Repurchase from Fosun

On September 20, 2010, we repurchased approximately 11,915,944 of our ADS for approximately $236.7 million up to September 20, 2010, which included a privately negotiated repurchase of 9,523,810 ADSs from Fosun International for $200 million.

Control Over Acquired Entities

We have entered into a series of agreements with the subsidiaries, affiliated entities and nominee shareholders of such affiliated entities of each of Target Media, Framedia, Focus Media Wireless, Huaguang, Allyes and CGEN that provide us with effective control over each of their respective affiliated entities while enabling the their businesses to be consolidated with the respective Cayman holding company of each such business and with us. See “Item 4.C Information on Our Company—Organizational Structure— Our Corporate Structure and Contractual Arrangements” and “ Item 7.B Major Shareholders and Related Party Transactions—Related Party Transactions — Agreements Among Us, Our PRC operating subsidiaries, Our PRC Operating Affiliates and Their Shareholders”.

Share Subscription by JJ Media Investment Holding Limited

See Item 7.B—Related Party Transactions—Other Related Party Transactions.

D. Exchange Controls

Our operating businesses are currently conducted in China and substantially all of our revenues and expenses are denominated in Renminbi. The People’s Bank of China, or PBOC, sets and publishes daily a base exchange rate with reference primarily to the supply and demand of Renminbi against a basket of currencies in the market during the prior day. The PBOC also takes into account other factors, such as the general conditions existing in the international foreign exchange markets. Since 1994, the conversion of Renminbi into foreign currencies, including Hong Kong dollars and U.S. dollars, has been based on rates set by the PBOC, which are set daily based on the previous day’s inter-bank foreign exchange market rates and current exchange rates in the world financial markets. From 1994 to July 20, 2005, the official exchange rate for the conversion of Renminbi to U.S. dollars was generally stable. Although PRC governmental policies were introduced in 1996 to reduce restrictions on the convertibility of Renminbi into foreign currency for current account items, conversion of Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration for Foreign Exchange and other relevant authorities. On July 21, 2005, the PRC government introduced a managed floating exchange rate system to allow the value of the Renminbi to fluctuate within a regulated band based on market supply and demand and by reference to a basket of currencies. On the same day, the value of the Renminbi appreciated by 2.0% against the U.S. dollar. Since then, the PRC government has made, and may in the future make, further adjustments to the exchange rate system. The PBOC announces the closing price of a foreign currency traded against the Renminbi in the inter-bank foreign exchange market after the closing of the market on each working day, and makes it the central parity for the trading against the Renminbi on the following working day.

108

Purpose Companies, or Notice 75, which became effective as of November 1, 2005. Notice 75 replaced the two rules issued by SAFE in January and April 2005 mentioned above.

According to Notice 75:

Moreover, Notice 75 applies retroactively. As a result, PRC residents who have established or acquired control of offshore companies that have made onshore investments in the PRC in the past are required to complete the relevant overseas investment foreign exchange registration procedures by March 31, 2006. Under the relevant rules, failure to comply with the registration procedures set forth in Notice 75 may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliate and the capital inflow from the offshore entity, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations.

These regulations will affect our financial status, business operations or strategies. For example, as a Cayman Islands company, and therefore a foreign entity, if Focus Media Holding purchases the assets or equity interest of a company owned by PRC residents in exchange for our equity interests, such PRC residents will be subject to the registration procedures described in Notice 75. Moreover, PRC residents who are beneficial holders of our shares are required to register with SAFE in connection with their investment in us. Our present or future PRC subsidiaries’ ability to conduct foreign exchange activities, such as remittance of dividends and foreign-currency- denominated borrowings, may be subject to compliance with such SAFE registration requirements by relevant PRC residents, over whom we have no control. In addition, we cannot assure you that any such PRC residents have completed or will complete the necessary approval and registration procedures required by the SAFE regulations. We require all the shareholders in Focus Media Holding who are PRC residents or have PRC residents as their beneficial owners to comply with any SAFE registration requirements, but we have no control over either our beneficial owners or the outcome of such registration procedures. As our WFOE operation subsidiaries distribute dividends to their overseas parent companies from time to time, we may be penalized by SAFE if we are found that any of such distribution is made before our beneficial owners, who are PRC residents, fully complete their registrations and filings with SAFE. Such uncertainties may restrict our ability to implement our acquisition strategy and adversely affect our financial status, business and prospects.

E. Taxation

Cayman Islands Taxation

The following discussion of the material Cayman Islands federal income tax consequences of an investment in our ordinary shares or ADSs is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change, possibly with retroactive effect. This discussion does not deal with all possible tax consequences relating to an investment in our ADSs, such as the tax consequences

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under state, local and other tax laws. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion of Conyers Dill & Pearman, our special Cayman Islands counsel.

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of ADS, or ordinary shares. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. The Cayman Islands is not party to any double taxation treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Pursuant to Section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, we have obtained an undertaking from the Governor-in-Council:

	(1)		that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to us or our operations; and

	(2)		that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on the shares, debentures or other obligations of the Company.

The undertaking for us is for a period of twenty years from May 3, 2005.

People’s Republic of China Taxation

The newly enacted PRC Enterprise Income Tax Law, or the EIT Law, and the implementation regulations for the EIT Law issued by the PRC State Council, became effective as of January 1, 2008. The EIT Law provides that enterprises established outside of China whose “de facto management bodies” are located in China are considered “resident enterprises” and are generally subject to the uniform 25% enterprise income tax rate as to their worldwide income. Under the implementation regulations for the EIT Law issued by the PRC State Council, “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise. Although substantially all of our operational management is currently based in the PRC, it is unclear whether PRC tax authorities would require (or permit) us to be treated as a PRC resident enterprise.

Under the EIT Law and implementation regulations issued by the State Council, PRC income tax at the rate of 10% is applicable to dividends payable to investors that are “non-resident enterprises,” which do not have an establishment or place of business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends have their sources within the PRC. Similarly, any gain realized on the transfer of ADSs or shares by such investors is also subject to 10% PRC income tax if such gain is regarded as income derived from sources within the PRC. If we are considered a PRC “resident enterprise,” it is unclear whether dividends we pay with respect to our ordinary shares or ADSs, or the gain you may realize from the transfer of our ordinary shares or ADSs, would be treated as income derived from sources within the PRC and be subject to PRC tax. It is also unclear whether, if we are considered a PRC “resident enterprise,” holders of our ordinary shares or ADSs might be able to claim the benefit of income tax treaties entered into between China and other countries.

United States Federal Income Taxation

The following discussion describes certain United States federal income tax consequences of the ownership of our ordinary shares and ADSs as of the date hereof. Except where noted, it deals only with ordinary shares and ADSs held as capital assets. This discussion does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

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• a bank;

• a dealer in securities or currencies;

• a financial institution;

• a regulated investment company;

• a real estate investment trust;

• an insurance company;

• a tax-exempt organization;

• a person holding our ordinary shares or ADSs as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

• a trader in securities that has elected the mark-to-market method of accounting for your securities;

• a person liable for alternative minimum tax;

• a United States expatriate or a person treated as a resident of more than one country;

• a person who owns or is deemed to own 10% or more of our voting stock;

• a partnership or other pass through entity for United States federal income tax purposes or a person holding our ordinary shares or ADSs through any such entity; or

• a person whose “functional currency” is not the United States dollar.

Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified so as to result in United States federal income tax consequences different from those discussed below. In addition, this summary is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms. IF YOU ARE CONSIDERING THE PURCHASE, OWNERSHIP OR DISPOSITION OF OUR ORDINARY SHARES OR ADSS, YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO YOU IN LIGHT OF YOUR PARTICULAR SITUATION AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION.

As used herein, the term “United States Holder” means a beneficial holder of an ordinary share or ADS that is for United States federal income tax purposes:

• an individual citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to United States federal income taxation regardless of its source; or

• a trust which either (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

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If a partnership holds our ordinary shares or ADSs, the tax treatment of a partner will depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our ordinary shares or ADSs, you should consult your tax advisors.

ADSs

If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of ordinary shares for ADSs will not be subject to United States federal income tax.

The U.S. Treasury has expressed concerns that intermediaries in the chain of ownership between the holder of an ADS and the issuer of the security underlying the ADS may be taking actions that are inconsistent with the claiming of foreign tax credits for United States Holders of ADSs. Such actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by certain non-corporate holders. Accordingly, the creditabilities of PRC taxes, if any, and the availability of the reduced tax rate for dividends received by certain non-corporate holders, each described below, could be affected by actions taken by intermediaries in the chain of ownership between the holder of an ADS and our company.

Taxation of Dividends

Subject to the discussion below under “Passive Foreign Investment Companies”, the gross amount of distributions on our ordinary shares or ADSs (including amounts withheld to reflect PRC withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such income will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of ordinary shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code. With respect to non-corporate United States investors, certain dividends received in taxable years beginning before January 1, 2011 from a qualified foreign corporation may be subject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our ADSs, which are listed on the Nasdaq Global Market, but not our ordinary shares, are readily tradable on an established securities market in the United States. Thus, we believe that dividends we pay on our ordinary shares that are represented by ADSs, but not our ordinary shares that are not so represented, currently meet such conditions required for the reduced tax rates. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. A qualified foreign corporation also includes a foreign corporation that is eligible for the benefits of certain income tax treaties with the Unites States. In the event that we are deemed to be a PRC “resident enterprise” under PRC tax law (see discussion under “Taxation—People’s Republic of China Taxation”), we may be eligible for the benefits of the income tax treaty between the Unites States and the PRC, and if we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by ADSs, would be subject to the reduced rates of taxation. Non-corporate holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of this legislation to your particular circumstances.

In the event that we are deemed to be a PRC “resident enterprise” under PRC tax law (see discussion under “Taxation—“People’s Republic of China Taxation”, you may be subject to PRC withholding taxes on dividends paid to you with respect to our ordinary shares or ADSs. In that case, however, you may be able to obtain a reduced rate of PRC withholding taxes under the treaty between the United States and the PRC if certain requirements are met. In addition, subject to certain conditions and limitations, PRC withholding taxes on dividends, if any, may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid to you with respect to our ordinary shares or ADSs will be treated as income form sources outside the United States and will generally constitute passive category income.

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

To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, as determined under United States federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of our ordinary shares or ADSs (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by you on a subsequent disposition of our ordinary shares or ADSs), and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange. However, we do not expect to keep earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend (as discussed above).

Passive Foreign Investment Companies

We operate an active advertising business in China and based on the past and projected composition of our income and valuation of our assets, including goodwill, we believe we were not a passive foreign investment company for 2009, we do not expect to be a passive foreign investment company (“PFIC”), for 2010, and we do not expect to become one in the future, although there can be no assurance in this regard. Because PFIC status is a factual determination, our United States counsel expresses no opinion with respect to our PFIC status and also expresses no opinion with respect to our expectations contained in this paragraph. Furthermore, it is not entirely clear how the contractual arrangements between us and our consolidated variable interest entities will be treated for purposes of the PFIC rules.

We will be a PFIC for any taxable year in which:

• at least 75% of our gross income is passive income, or

• at least 50% of the value (determined on a quarterly basis) of our assets is attributable to assets that produce or are held for the production of passive income.

For this purpose, passive income includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation’s assets and receiving our proportionate share of the other corporation’s income.

The determination of whether we are a PFIC is made annually for each taxable year of our company. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition. We could become a PFIC, for example though a decrease in the price of our ADSs (resulting in a decrease in the value of our goodwill, an active asset). If we are a PFIC for any taxable year during which you hold our ordinary shares or ADSs, you will be subject to special tax rules discussed below.

If we are a PFIC for any taxable year during which you hold our ordinary shares or ADSs, you will be subject to special tax rules with respect to any “excess distribution” received and any gain realized from a sale or other disposition, including a pledge, of ordinary shares or ADSs. Distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the ordinary shares or ADSs will be treated as excess distributions. Under these special tax rules:

• the excess distribution or gain will be allocated ratably to each day in your holding period for the ordinary shares or ADSs,

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• the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

• the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

In addition, non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us in taxable years beginning before January 1, 2011, if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year. You will be required to file Internal Revenue Service Form 8621 if you hold our ordinary shares or ADSs in any year in which we are classified as a PFIC.

If we are a PFIC for any taxable year during which you hold our ordinary shares or ADSs and any of our non-United States subsidiaries is also a PFIC, a United States Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

In certain circumstances, in lieu of being subject to the excess distribution rules discussed above, you may make an election to include gain on the stock of a PFIC as ordinary income under a mark-to-market method provided that such stock is regularly traded on a qualified exchange. Under current law, the mark-to-market election may be available to holders of ADSs because the ADSs are listed on the Nasdaq Global Market, which constitutes a qualified exchange as designated in the Code, although there can be no assurance that the ADSs will be “regularly traded” for purposes of the mark-to-market election.

If you make an effective mark-to-market election, you will include in each year as ordinary income the excess of the fair market value of your ADSs at the end of the year over your adjusted tax basis in the ADSs. You will be entitled to deduct as an ordinary loss each year the excess of your adjusted tax basis in the ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. If you make an effective mark-to-market election, any gain you recognize upon the sale or other disposition of your ADSs, will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

Your adjusted tax basis in the ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If you make a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs are no longer regularly traded on a qualified exchange or the Internal Revenue Service consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

Alternatively, you can sometimes avoid the rules described above by electing to treat us as a “qualified electing fund” under section 1295 of the Code. This option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

You are urged to consult your tax advisors concerning the United States federal income tax consequences of holding our ordinary shares or ADSs if we are considered a PFIC in any taxable year.

Taxation of Capital Gains

Subject to the discussion above under “Passive Foreign Investment Companies”, for United States federal income tax purposes, you will recognize taxable gain or loss on any sale or exchange of our ordinary shares or ADSs in an amount equal to the difference between the amount realized for the ordinary shares or ADSs and your adjusted tax basis in the ordinary shares or ADSs. Your adjusted tax basis will generally equal the amount you paid for the ordinary shares or ADSs. Any gain or loss you recognize will generally be capital gain or loss. Capital gains of individuals derived with respect to capital assets held for more than one year are eligible for reduced rates of

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taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as United States source gain or loss. However, in the event that we are deemed to be a PRC “resident enterprise” under PRC tax law (see discussion under “Taxation—“People’s Republic of China Taxation”), we may be eligible for the benefits of the income tax treaty between the United States and the PRC. Under that treaty, if any PRC tax were to be imposed on any gain from the disposition of our ordinary shares or ADSs, the gain may be treated as PRC-source income. You are urged to consult your tax advisors regarding the tax consequences if a foreign withholding tax is imposed on a disposition of ordinary shares or ADSs, including the availability of the foreign tax credit under your particular circumstances.

Information Reporting and Backup Withholding

Information reporting will apply to dividends in respect of our ordinary shares or ADSs and the proceeds from the sale, exchange or redemption of our ordinary shares or ADSs that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient such as a corporation. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

PROSPECTIVE PURCHASERS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY ADDITIONAL TAX CONSEQUENCES RESULTING FROM PURCHASING, HOLDING OR DISPOSING OF ORDINARY SHARES OR ADSS, INCLUDING THE APPLICABILITY AND EFFECT OF THE TAX LAWS OF ANY STATE, LOCAL OR FOREIGN JURISDICTION, INCLUDING ESTATE, GIFT OR INHERITANCE LAWS.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We have filed this annual report on Form 20-F, including exhibits, with the SEC. As allowed by the SEC, in Item 19 of this annual report, we incorporate by reference certain information we filed with the SEC. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this annual report.

We have previously filed with the Commission our registration statements on Form F-1 and F-3ASR and prospectuses and prospectus supplements under the Securities Act of 1933, as amended, with respect to our ADSs.

The SEC also maintains a website that contains reports, proxy statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov . The information on that website is not a part of this annual report.

We will furnish to Citibank, N.A., as depositary of our ADSs, our annual reports. When the depositary receives these reports, it will upon our request promptly provide them to all holders of record of ADSs. We will also furnish the depositary with all notices of shareholders’ meetings and other reports and communications in English that we make available to our shareholders. The depositary will make these notices, reports and communications

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available to holders of ADSs and will upon our request mail to all holders of record of ADSs the information contained in any notice of a shareholders’ meeting it receives.

We are subject to periodic reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders under the federal proxy rules contained in Sections 14(a), (b) and (c) of the Exchange Act, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. The registration statements, reports and other information so filed can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

I. Subsidiary Information

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank deposits. We have not used derivative financial instruments in our investment portfolio. Interest earning instruments carry a degree of interest rate risk. We have not been exposed nor do we anticipate being exposed to material risks due to changes in market interest rates. However, our future interest income may fall short of expectations due to changes in market interest rates.

Foreign Currency Risk

Substantially all our revenues and expenses are denominated in Renminbi. We have not had any material foreign exchange gains or losses. Although in general, our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the foreign exchange rate between U.S. dollars relative to the Renminbi because the value of our business is effectively denominated in Renminbi, while the ADSs will be traded in U.S. dollars. Furthermore, a decline in the value of the Renminbi could reduce the U.S. dollar equivalent of the value of the earnings from, and our investments in, our subsidiaries and PRC-incorporated affiliates in China. In addition, appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would affect our reported financial results in U.S. dollar terms. See “Item 3.B. — Risk Factors — Risks Relating to the People’s Republic of China — Fluctuations in exchange rates could result in foreign currency exchange losses”.

Inflation

In recent years, China has not experienced significant inflation, and thus inflation has not had a significant effect on our business historically. According to the National Bureau of Statistics of China, the change in the Consumer Price Index in China was 4.8%, 5.9% and negative 0.7% in 2007, 2008 and 2009, respectively.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt securities

Not applicable.

B. Warrants and Rights

Not applicable.

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C. Other securities

Not applicable.

D. American Depositary Shares

Fees and Charges Our ADS holders May Have to Pay

Citi (Nominees) Limited, the depositary of our ADS program, collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None of these events occurred in any of fiscal 2007, 2008 and 2009.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

A. Modifications of Rights

Upon the closing of our acquisition of Target Media, we amended our shareholder’s agreement to grant the former shareholders of Target Media registration rights with regard to the Focus Media ordinary shares we issued to such former Target Media shareholders. Such shareholders are now entitled to demand registration rights and piggyback registration rights under our amended and restated shareholders agreement. At any time after six months following the closing of our initial public offering,

• any of our shareholders representing a majority of the ordinary shares converted from the Series A convertible redeemable preference shares;

• any of our shareholders representing a majority of the ordinary shares converted from the Series B convertible redeemable preference shares;

• any of our shareholders representing 20% of the ordinary shares converted from the Series C convertible redeemable preference shares; and

• since the closing of our acquisition of Target Media, any of the former Target Media shareholders representing 25% of the ordinary shares issued to them as a group as consideration in connection with our acquisition of Target Media;

may require us to effect the registration, on a form other than Form F-3, of at least 25% of the registrable securities then outstanding. We are not obligated to take any action to effect any such registration on more than two occasions each on behalf of each group of shareholders described above or more than once in any six month period or within six months of any other public offering we conduct in which they had the opportunity to participate without the exclusion of any shares eligible for registration under the shareholders agreement.

In addition, holders of any of our registrable securities may require us to effect a registration statement on Form F-3 (or any successor form or any comparable form for a registration in a jurisdiction other than the United States) for a public offering of registrable securities so long as the reasonably anticipated aggregate price to the

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public (net of selling expenses) would be at least $1,000,000 and we are entitled to use Form F-3 (or a comparable form) for such offering. Holders of registrable securities may demand a registration on Form F-3 on unlimited occasions, although we are not obligated to effect more than once in any six month period if within six months of any other public offering we conduct in which they had the opportunity to participate without the exclusion of any shares eligible for registration under the shareholders agreement.

Upon the closing of our acquisition of Allyes, we granted the former shareholders of Allyes registration rights with regard to the Focus Media ordinary shares we issued to them. Under the terms of our agreement with the former Allyes shareholder:

• prior to September 18, 2009 or prior to the time when the shares proposed to be sold by the former Allyes shareholders may be sold in a 90-day period under Rule 144, any former Allyes shareholders holding 3 million of our ordinary shares may request that we effect the registration of the ordinary shares held by them using our existing registration statement on Form F-3ASR, provided that if the offering is part of an underwritten offering, the expected proceeds from such an offering would not be less than US$40 million; we are obligated to effect up to three such registrations; and

• certain of the former Allyes shareholders, on a date at least 150 days and no more than 330 days following March 28, 2007, may request that we effect the registration of the ordinary shares held by them using our existing registration statement on Form F-3ASR; we are obligated to effect only one such registration.

We are not obligated to take any action to effect any such registration more than once in any six month period or within six months of any other public offering we conduct in which they had the opportunity to participate without the exclusion of any shares eligible for registration under the shareholders agreement.

On April 11, 2007, we effected a change of the ratio of our ADSs to ordinary shares from one (1) ADS representing ten (1) ordinary shares to one (1) ADS representing five (5) ordinary shares.

B. Use of Proceeds

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended. An evaluation of disclosure controls and procedures may have inherent limitations and can provide only reasonable assurance with respect to public disclosure documents and may not prevent or detect misstatements. Such controls and procedures are subject to the risk they may become inadequate due to changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. In connection with the filing and amendment of our annual report for the year ended December 31, 2009, these limitations resulted in errors—such as having the certification executed by our acting chief financial officer in office during fiscal 2009 instead of the chief financial officer in office at the time of the filing of the annual report— while subsequent amendments to the annual report included updates and revisions that may have contributed to a perception that the disclosure controls and procedures were not effective. The first amendment to the annual report was made to correct a NASDAQ rule reference, the second amendment was made in preparation for the filing of an F-3 registration statement to update and correct disclosure relating primarily to our corporate structure and various PRC legal issues, and the third and fourth amendments were made in response to SEC comment letters on our annual report, including to correct the error relating to the required certification by our principal financial officer noted above which also led the SEC to notify us that it did not consider our annual report to have been filed in a timely manner. In making its evaluation of the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2009, our management took into consideration the systems it has in place to ensure proper and reliable disclosure, including procedures, controls and systems in place in its legal department, accounting department, and the offices of its principal executive and financial officers as well as the Company’s policies of engaging the assistance of outside advisors. Through these procedures, controls and systems, management believes it identified and disclosed a range of material issues, including matters relating to its material transactions and contracts, updates in PRC law, disclosure relating to updates in its business operations and other issues. Notwithstanding the occurrence of certain errors and need for amendments of the matters described above, based on this evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2009, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, for our company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of

118

unauthorized acquisition, use, or disposition of a company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to consolidated financial statement preparation and presentation and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules promulgated by the Securities and Exchange Commission, our management, including our new chief financial officer Kit Leong Low who was appointed in January 2010, in assessed the effectiveness of internal control over financial reporting as of December 31, 2009 using the criteria set forth in the report “Internal Control—Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission (known as COSO). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2009.

The effectiveness of internal control over financial reporting as of December 31, 2009 has been audited by Deloitte Touche Tohmatsu CPA Ltd., an independent registered public accounting firm, who has also audited our consolidated financial statements for the year ended December 31, 2009.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Focus Media Holding Limited

We have audited the internal control over financial reporting of Focus Media Holding Limited and subsidiaries (the “Group”) as of December 31, 2009, based on “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

119

ITEM 16.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our Board of Directors has determined that Daqing Qi, who is an independent director, qualifies as an audit committee financial expert as defined in Item 16A of the instruction to Form 20-F.

ITEM 16B. CODE OF ETHICS

Our board of directors adopted a code of business conduct and ethics on April 16, 2005, which is applicable to our directors, officers and employees. Our code of business conduct and ethics is publicly available on our website at: http://nocache.corporate-ir.net/media_files/irol/19/190067/corp_gov/Conduct_and_Ethics.pdf.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Deloitte Touche Tohmatsu CPA Ltd., our independent registered public accounting firm, for the years indicated.


	For the year ended December 31,
	2008		2009
	(in thousands, US dollar)
Audit Fees (1)	$	1,950	$	1,260
Audit-related Fees (2)		850		174
Tax Fees (3)		453		364
All Other Fees (4)		—		—

Total	$	3,253	$	1,798


(1)		Audit fees consist of fees associated with the annual audit, the reviews of our quarterly financial statements and statutory audits required internationally. They also include fees billed for those services that are normally provided by the independent accountants in connection with statutory and regulatory filings.

(2)		Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements but not described in footnote (1) above. These services include consultations concerning financial accounting and reporting standards and review of capitalization of retained earnings, financial covenants in loan agreements, and our affiliates’ financial information.

(3)		Tax fees include fees billed for professional services rendered by Deloitte Touche Tohmatsu CPA Ltd., primarily in connection with our transfer study activities.

(4)		All other fees comprise fees for all other services provided by Deloitte Touche Tohmatsu CPA Ltd., other than those services covered in footnotes (1) to (3) above.

Prior to forming an audit committee, our board of directors is responsible for the oversight of our independent registered public accounting firm. The policy of our board of directors is to pre-approve all audit and non-audit services provided by Deloitte Touche Tohmatsu CPA Ltd., including audit services, audit-related services, tax services and other services, as described above.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

121

ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS


					Total Number of		Approximate
					ADSs Purchased as		Dollar Value of
					Part of Publicly		ADSs that May Yet
	Total Number of		Average Price Paid		Announced		Be Purchased
Period	ADSs Repurchased		per ADS(2)		Program(1)		Under the Program
August 2008		680,973	$	29.35		680,973	$	80,002,102
September 2008		405,654	$	24.63		1,086,627	$	70,002,136
October 2008		501,715	$	19.91		1,588,342	$	60,002,149
November 2008		1,000,000	$	7.48		2,588,342	$	52,499,789
May 2010		2,393,134	$	15.33		2,393,134	$	163,255,127
September 2010		11,915,944	$	19.86		14,309,078	$	26,555,127


(1)		We announced a share repurchase program approved by our board of directors on July 16, 2008. Under the terms of the approved program, we may repurchase up to US$100 million worth of our issued and outstanding ADSs. The repurchases have been, made from time to time on the open market at prevailing market prices and have been made subject to restrictions relating to volume, price and timing. This share repurchase program was implemented over the course of 12 months starting from July 2008, in a manner consistent with market conditions and the interest of the shareholders. Our board of directors reviewed the share repurchase program periodically, and may authorize adjustment of its terms and size accordingly. At the end of this program, we cumulatively repurchased 2,588,342 ADSs in the amount of US$47.5 million.

		On February 2, 2010, we announced that our board of directors has approved a share repurchase program. Under the terms of the approved program, we may repurchase up to US$200 million worth of our issued and outstanding ADSs. The repurchases will be made from time to time on the open market at prevailing market prices or in block trades. The authorized repurchase amount was subsequently increased to US$300 million in August 2010. The purchases will be made subject to restrictions relating to volume, price and timing. The timing and extent of any purchases will depend upon market conditions, the trading price of its ADSs and other factors. we expects to implement this share repurchase program over the course of the next 12 months, effective immediately, in a manner consistent with market conditions and the interest of the shareholders and in compliance with the company’s securities trading policy. Focus Media’s board of directors will review the share repurchase program periodically, and may authorize adjustment of its terms and size accordingly. Focus Media plans to fund repurchases made under this program from its available cash balance.

(2)		The average price paid per ADS is calculated using the execution price for each repurchase excluding commissions paid to brokers.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

ITEM 16G. CORPORATE GOVERNANCE

We are a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act), and our ADSs, each representing five ordinary shares, are listed on the Nasdaq Global Market, or Nasdaq. Under Section 5615 of the Nasdaq Listing Rules, Nasdaq-listed companies that are foreign private issuers are permitted to follow home country practice in lieu of the corporate governance provisions specified by the Nasdaq with limited exceptions. The following summarizes some significant ways in which our corporate governance practices differ from those followed by domestic companies under the listing standards of the Nasdaq.

Under Nasdaq Listing Rule 5635(c), shareholder approval is required prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain exceptions. This includes the issuance of shares to officers or directors in a private placement at a price less than market value, which is considered a form of equity compensation. The corporate governance practice in our home country, the

122

Cayman Islands, does not require shareholder approval for the issuance of shares in a private placement at a price less than the greater of book value and market value, provided that the directors consider the issue price represents fair value for the shares being issued. We currently rely upon the relevant home country exemption in lieu of the requirement for shareholder approval of share issuances to officers or directors in private placements at a price less than the market value of the shares.

PART III

ITEM 17. FINANCIAL STATEMENTS

The Registrant has elected to provide the financial statements and related information specified in Item 18.

ITEM 18. FINANCIAL STATEMENTS

The following is a list of the audited financial statements and a report of the independent registered public accounting firm included in this annual report beginning on page F-1.


	Page
Report of Independent Registered Public Accounting		F-2
Consolidated Balance Sheets as of December 31, 2007 and 2008		F-3
Consolidated Statements of Operations for each of the years ended December 31, 2006, 2007 and 2008		F-4
Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income (Loss) for the years ended December 31, 2006, 2007 and 2008		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2007 and 2008		F-6
Notes to the Consolidated Financial Statements		F-8
Additional Information — Financial Statement Schedule 1		F-37

ITEM 19. EXHIBITS


Exhibit
Number		Description of Exhibits

3.1*		Amended and Restated Memorandum and Articles of Association of Focus Media Holding Limited.

4.1*		Specimen Ordinary Share Certificate.

4.2**		Amended and Restated Shareholders Agreement of Focus Media Holding Limited, dated December 2, 2004, among Focus Media Holding Limited, its subsidiaries, its ordinary shareholders, its preferred shareholders and the investors named therein.

4.3†		Amended and Restated Deposit Agreement dated April 9, 2007 among the Registrant, Citibank, N.A. and holders of the American Depositary Receipts (incorporated by reference to the registration statement on Form F-6 (File No. 333-142820) filed with the Securities and Exchange Commission with respect to American Depositary Shares representing ordinary shares).

5.1*		Form of opinion of Conyers Dill & Pearman, Cayman Islands special counsel to the registrant, regarding the validity of the ordinary shares being registered.

5.2*		Form of opinion of Global Law Office, counsel as to PRC law to the registrant, regarding the validity of the corporate structure under PRC law.

8.1*		Form of opinion of Conyers Dill & Pearman, special Cayman Islands tax counsel to the registrant, regarding tax matters.

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Exhibit
Number		Description of Exhibits

10.4**		Equity Pledge Agreement, dated March 28, 2005, by and among Jason Nanchun Jiang, Jimmy Wei Yu, Shanghai Focus Media Advertisement Co., Ltd., Focus Media Technology (Shanghai) Co., Ltd., Focus Media Digital Information Technology (Shanghai) Co., Ltd. and certain subsidiaries of Shanghai Focus Media Advertisement Co., Ltd.

10.5**		Call Option Agreement, dated March 28, 2005, among Jason Nanchun Jiang, Jimmy Wei Yu, Shanghai Focus Media Advertisement Co., Ltd., Focus Media Technology (Shanghai) Co., Ltd. and certain subsidiaries of Shanghai Focus Media Advertisement Co., Ltd

10.6**		Shareholders’ Voting Rights Proxy Agreement, dated March 28, 2005, among Jason Nanchun Jiang, Jimmy Wei Yu, Shanghai Focus Media Advertisement Co., Ltd., Focus Media Technology (Shanghai) Co., Ltd. and certain subsidiaries of Shanghai Focus Media Advertisement Co., Ltd.

10.9**		Loan Agreement, dated June 10, 2003, among Focus Media Holding Limited, Jason Nanchun Jiang, Jimmy Wei Yu, Yuanzhe Fu, Yibing Zhou and Yiqing Hou.

10.10**		Loan Agreement, dated March 28, 2005, by and between Jason Nanchun Jiang and Focus Media Technology (Shanghai) Co., Ltd.

10.11**		Loan Agreement, dated March 28, 2005, by and among Jimmy Wei Yu, Focus Media Technology (Shanghai) Co., Ltd. and Shanghai Focus Media Advertisement Co., Ltd.

10.12**		Form of Employment Agreement of Focus Media Technology (Shanghai) Co., Ltd.

10.13*		Manager Non-Competition Agreement entered into by Focus Media Holding Limited and Jason Nanchun Jiang on November 29, 2004. (Previously filed as Exhibit 10.10 to the Company’s registration statement on Form F-1 (File No.: 333-146913), dated October 24, 2007.)

10.14*		Technology Transfer Agreement entered into by Jimmy Wei Yu and Focus Media Digital Information (Shanghai) Co., Ltd., dated November 1, 2004. (Previously filed as Exhibit 10.11 to the Company’s registration statement on Form F-1 (File No.: 333-146913), dated October 24, 2007.)

10.15*		Asset and Business Acquisition Agreement between Shanghai Everease Communication Company and Shanghai Focus Media Advertisement Co., Ltd. dated July 1, 2003. (Previously filed as Exhibit 10.93 to the Company’s registration statement on Form F-1 (File No.: 333-146913), dated October 24, 2007.)

10.16*		Everease Non-competition Agreement between Focus Media Holding Limited and Shanghai Everease Communications Company, dated as of November 2004. (Previously filed as Exhibit 10.12 to the Company’s registration statement on Form F-1 (File No.: 333-125785), dated June 14, 2005.)

10.17**		Sales Contract between Shanghai Everease Communication Company and Shanghai Focus Media Advertisement Co., Ltd., dated May 2003. (Previously filed as Exhibit 10.20 to the Company’s registration statement on Form F-1 (File No.: 333-125785), dated June 14, 2005.)

10.18**		Project Cooperation Framework Agreement between Shanghai Everease Communication Company and Beijing Suodi Advertising Co., Ltd., dated February, April and June 2003. (Previously filed as Exhibit 10.21 to the Company’s registration statement on Form F-1 (File No.: 333-125785), dated June 14, 2005.)

10.19**		Transfer Agreement on Project Cooperation Framework Agreement between Shanghai Focus Media Advertisement Co., Ltd. and Beijing Suodi Advertising Co., Ltd., dated August 28, 2003. (Previously filed as Exhibit 10.22 to the Company’s registration statement on Form F-1 (File No.: 333-125785), dated June 14, 2005.)

10.20**		Business Agency Agreement between Shanghai On-Target Advertising Co., Ltd. and Shanghai Focus

124


Exhibit
Number		Description of Exhibits

		Media Advertisement Co., Ltd. (Previously filed as Exhibit 10.23 to the Company’s registration statement on Form F-1 (File No.: 333-125785), dated June 14, 2005.)

10.21**		Agreement between Shanghai On-Target Advertising Co., Ltd., Jimmy Wei Yu, Shanghai Focus Media Advertisement Co., Ltd., Union Enterprise Holding Co., Ltd. and Shenlong Lin, dated October 15, 2003. (Previously filed as Exhibit 10.24 to the Company’s registration statement on Form F-1 (File No.:
		333-125785), dated June 14, 2005.)

10.22*		Acknowledgement Letter entered into as of March 28, 2005 by and among Shanghai Focus Media Advertisement Co., Ltd., Focus Media Technology (Shanghai) Co., Ltd., Focus Media Digital Information Technology (Shanghai) Co., Ltd. and certain then subsidiaries of Shanghai Focus Media Advertisement Co., Ltd. (Previously filed as Exhibit 10.13 to the Company’s registration statement on Form F-1 (File No.:
		333-146913), dated October 24, 2007.)

10.48*		Share Purchase Agreement, dated October 15, 2005, as amended and supplemented, among Focus Media Holding Limited, Infoachieve Limited, Total Team Investments Limited and the other Infoachieve parties named therein. (Previously filed as Exhibit 10.98 to the Company’s registration statement on Form F-1 (File No.: 333-146913), dated October 24, 2007.)

10.49*		Share Purchase Agreement, dated as of January 7, 2006, among Focus Media Holding Limited, Target Media Holdings Limited and Its Shareholders. (Previously filed as Exhibit 10.97 to the Company’s registration statement on Form F-1 (File No.: 333-146913), dated October 24, 2007.)

10.50***		Asset Transfer Agreement, dated December 31, 2005, by and between Focus Media Digital Information Technology (Shanghai) Co., Ltd. and Shanghai New Focus Media Advertisement Co., Ltd.

10.51*		Share Purchase Agreement, dated March 7, 2006, by and among Focus Media Holding Limited and Dotad Media Holdings Co., Ltd. (Previously filed as Exhibit 10.24 to the Company’s registration statement on Form F-1 (File No.: 333-146913), dated October 24, 2007.)

10.70^∞		Acknowledgement Letter of Participation of Equity Pledge Agreement, dated May 22, 2006, of Fuzhou Fukesi Advertising Co., Ltd.

10.71^∞		Acknowledgement Letter of Participation of Call Option Agreement, dated May 22, 2006, of Fuzhou Fukesi Advertising Co., Ltd.

10.72^∞		Acknowledgement Letter of Participation of Shareholders’ Voting Rights Proxy Agreement, dated May 22, 2006, of Fuzhou Fukesi Advertising Co., Ltd.

10.79^∞		Acknowledgement Letter of Participation of Equity Pledge Agreement, dated May 22, 2006, of Shanghai Jiefang Focus Media Advertisement Co., Ltd.

10.80^∞		Acknowledgement Letter of Participation of Call Option Agreement, dated May 22, 2006, of Shanghai Jiefang Focus Media Advertisement Co., Ltd.

10.81^∞		Acknowledgement Letter of Participation of Shareholders’ Voting Rights Proxy Agreement, dated May 22, 2006, of Shanghai Jiefang Focus Media Advertisement Co., Ltd.

10.82^∞		Acknowledgement Letter of Participation of Equity Pledge Agreement, dated May 22, 2006, of Shanghai Perfect Media Advertising Agency Co., Ltd.

10.83^∞		Acknowledgement Letter of Participation of Call Option Agreement, dated May 22, 2006, of Shanghai Perfect Media Advertising Agency Co., Ltd.

10.84^∞		Acknowledgement Letter of Participation of Shareholders’ Voting Rights Proxy Agreement, dated

125


Exhibit
Number		Description of Exhibits

		May 22, 2006, of Shanghai Perfect Media Advertising Agency Co., Ltd.

10.85^α		Confirmation Letter, dated as of August 30, 2010, among Shanghai Focus Media Advertisement Co., Ltd., Jimmy Wei Yu, Shanghai Perfect Media Advertising Agency Co., Ltd., Focus Media Technology (Shanghai) Co., Ltd. and Focus Media Digital Information Technology (Shanghai) Co., Ltd.

10.98^β		Share Purchase Agreement, dated as of February 28, 2007, among Allyes Information Technology Company Limited, the selling shareholders named therein and Focus Media Holding Limited.

10.168^γ		Termination and Release Agreement, dated as of December 8, 2008, among Focus Media Holding Limited, CGEN Digital Media Company Limited, Chan Yi Sing (individually and as representative of all CGEN selling shareholders), Guanyong Tian and Mei Lijun.

10.181^γ†		Asset Purchase Agreement, dated as of December 22, 2008, between Focus Media Holding Limited and SINA Corporation.

10.182^α		2010 Employee Share Option Plan.

10.183^α		Subscription Agreement, dated as of September 23, 2009, between Focus Media Holding Limited and JJ Media Investment Holding Limited.

10.184^α		Restricted ADS Facility Letter, dated as of November 19, 2009, between Focus Media Holding Limited and Citibank, N.A., as depositary.

10.185^α		Shares Purchase and Sales Agreement, dated as of January 1, 2010, among Focus Media Holding Limited, Allyes Online Media Holdings Ltd. and the purchasers named therein.

10.186^α		Equity Transfer Agreement, dated as of January 1, 2010, among Allyes Shanghai Investment Management Services Shanghai, Smartmedia Investment Management Services and Allyes (China) Holdings Limited and the purchasers named therein.

10.187^δ		Share Purchase Agreement By and Among Focus Media Holding Limited, Asteroid Media Holding Limited, and Focus Media Holding Limited, as representative and attorney-in-fact, dated as of July 30, 2010.

10.188 ^Ω		Indemnity Agreement, dated September 7, 2010, between JJ Media Investment Holding Limited and Focus Media Holding Limited.

10.189^α		Securities Purchase Agreement between Fosun International Limited and Focus Media Holding Limited, dated September 20, 2010.

12.1		Certificate of Chief Executive Officer.

12.2		Certificate of Chief Financial Officer.

13.1		Certification of Periodic Financial Report.

13.2		Certification of Periodic Financial Report.

21.1^α		List of Subsidiaries.

23.1		Consent of Global Law Office.

23.2		Consent of Conyers Dill & Pearman.

23.3		Consent of Deloitte Touche Tohmatsu CPA Ltd.

126

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF FOCUS MEDIA HOLDING LIMITED

We have audited the accompanying consolidated balance sheets of Focus Media Holding Limited and subsidiaries (the “Group”) as of December 31, 2008 and 2009, and the related consolidated statements of operations, changes in equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2009 and the related financial statement schedule. These financial statements and financial statement schedule are the responsibility of the Group’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Focus Media Holding Limited and subsidiaries as of December 31, 2008 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

As discussed in Note 2(t) to the consolidated financial statements, on January 1, 2009, the Group adopted FASB Accounting Standards Codification 810-10-65, “Consolidation — Overall — Transition and Open Effective Date Information” (previously Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51”).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Group’s internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 29, 2010 expressed an unqualified opinion on the Group’s internal control over financial reporting.

/s/ DELOITTE TOUCHE TOHMATSU CPA CTD.

Shanghai, China
June 29, 2010

F-2

FOCUS MEDIA HOLDING LIMITED

CONSOLIDATED BALANCE SHEETS


	December 31,
	2008			2009
	(In U.S. Dollars, except share and per share
	data, unless otherwise stated)
Assets
Current assets:
Cash and cash equivalents	$	142,434,073		$	568,159,372
Investments		—			29,290,296
Accounts receivable, net of allowance for doubtful accounts of $4,395,022 and $33,596,096 in 2008 and 2009, respectively		135,270,359			172,752,473
Prepaid expenses and other current assets		15,142,147			29,451,741
Deposits paid for acquisition of subsidiaries		29,675,790			4,860,406
Amounts due from related parties		7,913,125			3,284,404
Rental deposits		10,089,633			29,639,716
Assets held for sale-current		467,045,566			—


Total current assets		807,570,693			837,438,408
Rental deposits		133,362			1,570,337
Equipment, net		6,292,294			77,661,147
Acquired intangible assets, net		77,712,847			51,777,215
Goodwill		30,699,525			410,368,691
Other long-term assets		10,736,177			14,627,502
Assets held for sale-non current		599,149,115			—

Total assets	$	1,532,294,013		$	1,393,443,300


Liabilities and equity
Current liabilities:
Accounts payable	$	67,904,888		$	53,340,007
Accrued expenses and other current liabilities		61,911,260			101,870,170
Income taxes payable		12,622,191			27,537,785
Amounts due to related parties		15,687,110			2,230,894
Liabilities held for sale-current		160,738,638			—
Deferred tax liabilities		—			12,077,282

Total current liabilities		318,864,087			197,056,138

Liabilities held for sale-non current		1,959,412			—
Deferred tax liabilities		11,580,681			5,435,178


Total liabilities	$	332,404,180		$	202,491,316


Commitments and contingencies (Note 16)
Equity
Ordinary shares ($0.00005 par value; 19,800,000,000 shares authorized in 2008 and 2009; 646,081,710 and 722,249,544 shares issued and outstanding in 2008 and 2009, respectively)		32,327			36,287
Additional paid-in capital		1,659,833,079			1,875,304,804
Subscription receivable		—			(3,081,726	)
Retained earnings (deficit)		(533,969,347	)		(747,226,391	)
Accumulated other comprehensive income		71,887,984			64,090,691


Total Focus Media Holdings Limited shareholders’ equity	$	1,197,784,043		$	1,189,123,665
Noncontrolling interests		2,105,790			1,828,319


Total equity	$	1,199,889,833		$	1,190,951,984

Total liabilities and equity	$	1,532,294,013		$	1,393,443,300

The accompanying notes are an integral part of these consolidated financial statements.

F-3

FOCUS MEDIA HOLDING LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS


	For the years ended December 31,
	2007			2008			2009
	(In U.S. Dollars, except share and per share data,
	unless otherwise stated)
Net revenues:
Advertising service revenue	$	409,113,436		$	638,713,153		$	504,734,936
Other revenues		1,114,384			3,621,880			300,535


Total net revenues		410,227,820			642,335,033			505,035,471


Cost of revenues:
Advertising service cost		183,667,144			345,511,045			338,843,490
Other costs		797,717			1,722,996			290,663


Total cost of revenues		184,464,861			347,234,041			339,134,153


Gross profit		225,762,959			295,100,992			165,901,318


Operating expenses:
General and administrative		45,641,232			90,193,964			120,190,943
Selling and marketing		60,708,275			95,399,913			107,183,854
Impairment loss		—			596,069,011			86,303,556
Other operating expenses (income), net		(7,645,203	)		182,521,832			10,847,655


Total operating expenses		98,704,304			964,184,720			324,526,008


Income (loss) from operations		127,058,655			(669,083,728	)		(158,624,690	)
Interest income		9,632,614			7,528,380			5,260,910
Interest expense		(25,231	)		—			—


Income (loss) from continuing operations before income taxes		136,666,038			(661,555,348	)		(153,363,780	)
Income taxes		8,325,705			26,784,730			9,854,972


Net income (loss) from continuing operations		128,340,333			(688,340,078	)		(163,218,752	)
Net income (loss) from discontinued operations, net of tax		16,789,586			(82,497,889	)		(46,513,904	)


Net income (loss)		145,129,919			(770,837,967	)		(209,732,656	)
Less: Net income (loss) attributable to noncontrolling interests		694,370			(150,441	)		3,524,388


Net income (loss) attributable to Focus Media Holdings Limited Shareholders	$	144,435,549		$	(770,687,526	)	$	(213,257,044	)


Income (loss) per share from continuing operations — basic	$	0.22		$	(1.07	)	$	(0.25	)


Income (loss) per share from continuing operations — diluted	$	0.21		$	(1.07	)	$	(0.25	)


Income (loss) per share from discontinued operations — basic	$	0.03		$	(0.13	)	$	(0.07	)


Income (loss) per share from discontinued operations — diluted	$	0.03		$	(0.13	)	$	(0.07	)


Income (loss) per share — basic	$	0.24		$	(1.20	)	$	(0.33	)


Income (loss) per share — diluted	$	0.24		$	(1.20	)	$	(0.33	)


Shares used in calculating basic income (loss) per share		590,387,396			643,989,522			651,654,345


Shares used in calculating diluted income (loss) per share		608,326,450			643,989,522			651,654,345

The accompanying notes are an integral part of these consolidated financial statements.

F-4

FOCUS MEDIA HOLDING LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
AND COMPREHENSIVE INCOME (LOSS)

(In U.S. Dollars, except share and per share data, unless otherwise stated)


																Accumulated
													Retained earning			other
				Ordinary shares			Additional paid-in			Subscription			(accumulated			comprehensive			Noncontrolling						Comprehensive
	Ordinary shares			Amount			capital			receivables			deficit)			income			interests			Total equity			income (loss)
Balance at January 1, 2007		534,896,873		$	26,745		$	947,075,726		$	—		$	96,194,969		$	7,446,551		$	357,814		$	1,051,101,805		$	—

Issuance of ordinary shares upon follow-on offering on January 25, 2008, net of issuance cost of $672,289		15,000,000			750			114,869,653			—			—			—			—			114,870,403			—
Issuance of ordinary shares upon follow-on offering on November 7, 2008, net of issuance cost of $1,463,191		25,000,000			1,250			312,573,058			—			—			—			—			312,574,308			—
Issuance of ordinary shares in connection with acquisitions		57,299,699			2,865			166,047,247			—			—			—			—			166,050,112			—
Issuance of ordinary shares pursuant to share option plans		8,034,280			410			19,559,810			—			—			—			—			19,560,220			—
Adjustment upon adoption of ASC740-10		—			—			—			—			(3,912,339	)		—			—			(3,912,339	)		—
Share-based compensation expense		—			—			21,454,298			—			—			—			—			21,454,298			—
Unrealized gain on available-for-sale securities		—			—			—			—			—			1,967,393						1,967,393			1,967,393
Cumulative translation adjustments		—			—			—			—			—			27,200,262			114,269			27,314,531			27,314,531
Capital injection from noncontrolling interest holders		—			—			—			—			—			—			136,914			136,914			—
Acquisition of subsidiaries with noncontrolling interest		—			—			—			—			—			—			609,881			609,881			—

Net income		—			—			—			—			144,435,549			—			694,370			145,129,919			145,129,919


Balance at December 31, 2007		640,230,852		$	32,020		$	1,581,579,792			—		$	236,718,179		$	36,614,206		$	1,913,248		$	1,856,857,445		$	174,411,843

Issuance of ordinary shares in connection with acquisitions		9,718,588			486			72,426,852			—			—			—			—			72,427,338			—
Issuance of ordinary shares pursuant to share option plans		9,073,980			468			10,710,833			—			—			—			—			10,711,301			—
Stock repurchase		(12,941,710	)		(647	)		(47,499,564	)		—			—			—			—			(47,500,211	)		—
Share-based compensation expense		—			—			42,615,166			—			—			—			—			42,615,166			—
Unrealized loss on available-for-sale securities		—			—			—			—			—			(1,967,393	)		—			(1,967,393	)		(1,967,393	)
Capital injection from noncontrolling interest holders		—			—			—			—			—			—			213,706			213,706			—
Cumulative translation adjustments		—			—			—			—			—			37,241,171			129,277			37,370,448			37,370,448
Net loss		—			—			—			—			(770,687,526	)		—			(150,441	)		(770,837,967	)		(770,837,967	)


Balance at December 31, 2008		646,081,710		$	32,327		$	1,659,833,079			—		$	(533,969,347	)	$	71,887,984		$	2,105,790		$	1,199,889,833		$	(735,434,912	)

Issuance of ordinary shares pursuant to share option plans		4,196,295			210			5,155,541		$	(3,081,726	)		—			—			—			2,074,025			—
Issuance of ordinary shares		75,000,000			3,750			142,421,250			—			—			—			—			142,425,000			—
Share-based compensation expense		—			—			66,503,134			—			—			—			—			66,503,134			—
Changes in equity ownership on partial disposal of subsidiaries		—			—			1,391,800			—			—			—			839,704			2,231,504			—
Disposal of subsidiaries		—			—			—			—			—			(782,940	)		(4,647,028	)		(5,429,968	)		—
Cumulative translation adjustments		—			—			—			—			—			(7,014,353	)		5,465			(7,008,888	)		(7,008,888	)

Net loss		—			—			—			—			(213,257,044	)		—			3,524,388			(209,732,656	)		(209,732,656	)


Balance at December 31, 2009		725,278,005		$	36,287		$	1,875,304,804		$	(3,081,726	)	$	(747,226,391	)	$	64,090,691		$	1,828,319		$	1,190,951,984		$	(216,741,544	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

FOCUS MEDIA HOLDING LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the years ended December 31,
	2007			2008			2009
	(In U.S. dollars)
Operating activities:
Net income (loss)		145,129,919			(770,837,967	)		(209,732,656	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Bad debt expenses		3,655,448			15,767,332			29,076,504
Share-based compensation		21,454,298			42,615,166			66,503,134
Depreciation and amortization		44,197,504			71,852,826			62,728,660
Unrealized gain on available-for-sale securities		—			(408,387	)		—
Loss from equity method investees		—			9,557			—
Loss on disposal of equity interest of subsidiaries and impairment of other long-lived assets		—			282,567,020			66,180,083
Loss on disposal of equipment		3,674,886			697,909			1,346,489
Impairment loss for goodwill		—			596,069,011			87,608,201
Impairment loss for acquired intangible assets		—			4,810,987			25,437,087
Impairment loss for equipment		—			18,562,323			40,318,817

Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable		(92,171,199	)		(124,577,341	)		929,044
Inventories		(1,113,692	)		126,858			202,090
Prepaid expenses and other current assets		(904,345	)		(28,802,626	)		(3,794,689	)
Amounts due from related parties		(5,762,593	)		(4,545,372	)		6,405,746
Rental deposits		(22,231,398	)		1,712,586			1,327,564
Accounts payable		11,670,114			45,099,316			23,202,611
Accrued expenses and other current liabilities		37,678,359			9,135,910			(23,325,332	)
Amounts due to related parties		12,631,368			2,625,515			(13,356,596	)
Income tax payable		10,033,244			15,462,823			(1,199,784	)
Deferred taxes		(982,272	)		(9,502,842	)		866,257


Net cash provided by operating activities	$	166,959,641		$	168,440,604		$	160,723,230


Investing activities:
Purchase of equipment and other long-term assets	$	(59,450,942	)	$	(72,875,855	)	$	(10,654,598	)
Cash of disposed subsidiaries		—			(11,693,755	)		(27,315,949	)
Acquisition of intangible assets		(105,049	)		(1,766,633	)		—
Purchase of subsidiaries and earn-out payment paid to acquire subsidiaries, net of cash acquired		(81,779,531	)		(133,347,771	)		(92,411,545	)
Investment in a joint venture		—			(2,970,000	)		—
Deposit (paid)/refunded to acquire subsidiaries		(83,367,278	)		(14,270,053	)		329,516
Proceeds from disposal of fixed assets		—			—			196,115
Cash paid for purchases of debt and equity securities		(88,177,967	)		—			(29,257,303	)
Cash received from sale of debt and equity securities		—			91,129,763			865,589
Issuance of loan receivable to CGEN		(30,000,000	)		—			—


Net cash used in investing activities	$	(342,880,767	)	$	(145,794,304	)	$	(158,248,175	)

F-6

FOCUS MEDIA HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009

(In U.S. dollars except share data and unless otherwise stated)

1. Organization and Principal Activities

Focus Media Holding Limited (“Focus Media Holding” or the “Company”) and all of its subsidiaries (collectively referred to as the “Group”) is mainly engaged in selling out-of home television advertising time slots on its network of flat-panel television advertising (“LCD”) displays located in high traffic areas and in-store network. The Group is also engaged in providing advertising services on poster frames, the Internet, on screens in movie theatres and on traditional outdoor billboards.

The Group conducts substantially all of its operations through Focus Media Technology and its subsidiaries and Focus Media Advertisement Co., Ltd., a variable interest entity (“VIE”), and its subsidiaries (“Focus Media Advertisement”). Focus Media Holding, through Focus Media Technology, has been assigned all voting rights by the direct and indirect owners of Focus Media Advertisement through an agreement valid indefinitely that cannot be amended or terminated except by written consent of all parties. In addition, Focus Media Holding, through Focus Media Technology, has the option to acquire the equity interests of Focus Media Advertisement for a purchase price equal to the registered capital of Focus Media Advertisement, or such higher price as required under PRC laws at the time of such purchase. Each of the shareholders of Focus Media Advertisement has agreed to pay Focus Media Holding any excess of the purchase price paid for such equity interests in, or assets of, Focus Media Advertisement over the registered capital of Focus Media Advertisement in the event that such option is exercised. Through these arrangements, Focus Media Holding is deemed the primary beneficiary of Focus Media Advertisement. As a result, Focus Media Holding has consolidated Focus Media Advertisement for all periods presented.

On December 22, 2008, the Company announced that it entered into a definitive agreement with SINA Corporation (“SINA”) to sell substantially all of the assets of Focus Media’s LCD display network, poster frame network and certain in-store network (the “disposal group”). The disposal group was recorded as an asset group held-for-sale for the year ended December 31, 2008, and were not depreciated or amortized nor were they subject to the same impairment analysis as assets held and used in continuing operations. On September 28, 2009, the Company and SINA jointly reached a decision not to extend the deadline of the agreement announced on December 22, 2008. As such, the disposal group was reclassified as assets to be held and used thereafter. The results of the disposal group have been classified as continuing operations for the periods presented.

F-8

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

2. Summary of Significant Accounting Policies

(a) Basis of Presentation

The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

(b) Basis of Consolidation

The consolidated financial statements include the financial statements of Focus Media Holding, its majority-owned subsidiaries, its VIES and their majority-owned subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation.

(c) Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less when purchased. Assets-held-for-sale included cash and cash equivalents of $280,481,431 and $nil as of December 31, 2008 and 2009.

(d) Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenue and expenses in the financial statements and accompanying notes. Actual results could differ from such estimates .Significant accounting estimates reflected in the Group’s financial statements include allowance for doubtful accounts, useful lives of long-lived assets, assumptions utilized in computing agency rebates, the impairment of long-lived assets and goodwill, the recognition and measurement of current and deferred income tax assets, and the valuation and recognition of share-based compensation. The actual results experienced by the Group may differ from management’s estimates.

(e) Investments

The Group enters into asset management agreements to invest in debt and equity securities with commercial banks from time to time. Certain assets management agreements have a definite investment period. When the Group has both the positive intent and ability to hold these debt investments to maturity, it classifies them as held-to-maturity and records them at amortized costs. All held-to-maturity investments have remaining maturities less than one year.

Certain asset management agreements may not have a definite investment period. The Group classifies these investments in debt and equity securities as available-for-sale securities, which are stated at fair market value with unrealized gains and losses recorded in accumulated other comprehensive income. All available-for-sale debt and equity investments have remaining maturities less than one year. The Group routinely reviews available-for-sale and held-to-maturity investments for other-than-temporary declines in fair value below the cost basis, and when events or changes in circumstances indicate the carrying value of an asset may not be recoverable, the investments are written down to fair value.

(f) Investment in equity affiliates

Affiliated companies are entities over which the Group has significant influence, but which it does not control. The Group generally considers an ownership interest of 20% or higher to represent significant influence. Investments in equity affiliates are accounted for by the equity method of accounting. Under this method, the Group’s share of the post-acquisition profits or losses of affiliated companies is recognized in the income statement

F-9

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

and its shares of post-acquisition movements in other comprehensive income are recognized in other comprehensive income. Unrealized gains on transactions between the Group and its affiliated companies are eliminated to the extent of the Group’s interest in the affiliated companies; unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. When the Group’s share of losses in an affiliated company equals or exceeds its interest in the affiliated company, the Group does not recognize further losses, unless the Group has incurred obligations or made payments on behalf of the affiliated company. An impairment loss is recorded when there has been a loss in value of the investment that is other-than-temporary.

(g) Equipment, Net

Equipment, net is carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives:


Media display equipment		5 years
Computers and office equipment		5 years
Vehicles		5 years
Leasehold improvements		lesser of the term of the lease or the estimated useful lives of the assets

Gains and losses from the disposal of property and equipment are included in income from operations.

(h) Acquired Intangible Assets, net

Acquired intangible assets, which consist of operation and broadcasting rights, lease agreements, customer bases, customer backlogs, trademarks, non-compete agreements, and acquired technology are valued at cost less accumulated amortization. Amortization of acquired intangible assets (except for certain customer bases) is calculated using the straight-line method over their expected useful lives of 1 to 10 years. Amortization of certain customer bases are calculated using an accelerated method over the expected useful lives of the underlying customers.

(i) Impairment of Long-Lived Assets

The Group evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When these events occur, the Group measures impairment by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the future undiscounted cash flow is less than the carrying amount of the assets, the Group recognizes an impairment loss equal to the excess of the carrying amount over the fair value of the assets.

(j) Impairment of Goodwill

The Group performs an annual two-step goodwill impairment test. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill.

F-10

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

(k) Revenue Recognition

The Group’s revenues are primarily derived from advertising services and to a lesser extent, sales from advertising equipment and sales from Internet subscriptions and perpetual licenses to its Adforward software.

The Group generates advertising service revenues from the sale of advertising time slots in the out-of-home television advertising networks, the sales of frame space on the poster frame network, advertising time slots on big screen networks leased from movie theatres and on traditional billboard networks and the sale of advertising services through internet network. In the majority of advertising arrangements, the Group acts as a principal in the transaction and records advertising revenues on a gross basis. The associated expenses are recorded as cost of revenues. In some instances the Group is considered an agent and recognizes revenue on a net basis. Revenues from advertising services are recognized, net of agency rebates, ratably over the period in which the advertisement is displayed, assuming all other revenue recognition criteria have been met.

Revenues from the sale of advertising equipment are recognized upon delivery, assuming all other revenue recognition criteria have been met.

Prepayments for advertising services are deferred and recognized as revenue when the advertising services are rendered.

(l) Operating Leases

Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease periods.

(m) Advertising Costs

The Group expenses advertising costs as incurred. Total advertising expenses were $1,086,739, $1,031,292 and $559,612 for the years ended December 31, 2007, 2008, and 2009, respectively, and have been included in general and administrative expenses.

(n) Foreign Currency Translation

The functional and reporting currency of Focus Media Holding is the United States dollar (“US dollar”). Monetary assets and liabilities denominated in currencies other than the US dollar are translated into the US dollar at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the US dollar during the year are converted into US dollar at the applicable rates of exchange prevailing at the transactions date. Transaction

F-11

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

gains and losses are recognized in other operating income (expenses), net. The financial records of the Group’s subsidiaries and its VIES are maintained in its local currency, the Renminbi (“RMB”), which is the functional currency. Assets and liabilities are translated at the exchange rates at the balance sheet date. Equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income in the statements of equity and comprehensive income (loss).

(o) Income Taxes

Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net operating loss carry forwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based upon the classification of the related asset or liability in the financial statements or the expected timing of their reversal if they do not relate to a specific asset or liability.

The Group only recognizes tax benefits related to uncertain tax positions when such positions are more likely than not of being sustained upon examination. For such position, the amount of benefit the Group recognizes is the largest amount of tax benefit that is more than fifty percent likely of being sustained upon the ultimate settlement of such uncertain position.

(p) Comprehensive Income (Loss)

Comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains (losses) on investments classified as available-for-sale. Comprehensive income is reported in the consolidated statements of changes in equity and comprehensive income (loss).

(q) Fair Value of Financial Instruments

The Group adopted ASC 820-10 “Fair Value Measurement and Disclosure —Overall” (previously Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”) on January 1, 2008 for all financial assets and liabilities that under other accounting pronouncements require or permit fair value measurements and non financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). ASC 820-10 defines fair value, established a framework for measuring fair value, and expands disclosure about fair value measurements. The Group’s adoption of ASC 820 on non-financial assets and liabilities that are not required to be measured at fair value on a recurring (at least annual) basis was deferred till January 1, 2009, as permitted by ASC 820.

ASC 820-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers and it considers assumptions that market participants would use when pricing the asset or liability.

The Group applies a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Under this hierarchy, there are three levels of inputs that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

F-12

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model- derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Group did not have any financial instruments that were required to be measured at fair value on a recurring basis as of December 31, 2009. The carrying values of financial instruments, which consist of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, deposits paid for acquisition of subsidiaries, amount due from and due to related parties, rental deposits and accounts payable approximates their carrying value as of December 31, 2008 and 2009 due to their short-term nature. The Group does not use derivative instruments to manage risks.

(r) Share-based Compensation

The Company’s share-based compensation with employees, such as restricted shares and share options, is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. The Company has made an estimate of expected forfeitures and is recognizing compensation cost only for those equity awards expected to vest.

The Group’s total share-based compensation expense for the years ended December 31, 2007, 2008 and 2009 was $21,454,298, $42,615,166 and $66,503,134, respectively.

The following table summarizes the share-based compensation recognized in the consolidated statements of operations:


	For the years ended December 31,
	2007		2008		2009
Cost of sales	$	980,488	$	1,469,847	$	1,504,092
General and administrative		11,307,664		24,510,009		43,839,566
Selling and marketing		9,166,146		16,635,310		21,159,476

Total	$	21,454,298	$	42,615,166	$	66,503,134

(s) Income (loss) per Share

Basic income (loss) per share is computed by dividing income attributable to Focus Media Holdings Limited shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted income (loss) per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares and is calculated using the treasury stock method for stock options and unvested shares. Common equivalent shares for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on income per share and, accordingly, are excluded from the calculation. Common equivalent shares are also excluded from the calculation in loss periods as their effects would be anti-dilutive.

(t) Non-controlling interest

On January 1, 2009, the Group adopted FASB Accounting Standards Codification (“ASC”) 810-10-65, “Consolidations —Overall —Transition and Open Effective Date Information” (previously SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements — an amendment of ARB No. 51”). This accounting standard defines a noncontrolling interest in a subsidiary as the portion of the equity (net assets) in a subsidiary not

F-13

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

attributable, directly or indirectly, to a parent and requires a noncontrolling interest to be presented as a separate component of equity in the consolidated balance sheet. This standard also modifies the presentation of net income by requiring earnings and other comprehensive income to be attributed to controlling and non-controlling interest. As a result of the adoption of this standard, the Group retroactively (1) reclassified $2,105,790 of minority interest to noncontrolling interest, a component of equity, in the consolidated balance sheets as of December 31, 2008, and (2) presented $694,370 and $(150,441) of minority interests, previously deducted from (added to) net income for the years ended December 31, 2007 and 2008, respectively, as an adjustment to net income to arrive at net income attributable to Focus Media shareholders in the consolidated statements of operations. As of December 31, 2009, the majority of the Group’s noncontrolling interest is attributable to ShiJiaZhuang Focus Media HuiHuang Business Advertisement Co., Ltd. and Advantage Way Limited, which are under the LCD display segment and Internet segment, respectively.

The following schedule shows the effects of changes in Focus Media’s ownership interest in its subsidiaries on equity attributable to Focus Media:


	For the years ended December 31,
	2007		2008			2009
Net income (loss) attributable to Focus Media	$	144,435,549	$	(770,687,526	)	$	(213,257,044	)


Transfers (to) from the non-controlling interest:
Increase in Focus Media’s additional paid-in capital due to partial disposal subsidiaries		—		—			1,391,800

Net transfers (to) from non-controlling interest		—		—			1,391,800

Change from net income attributable to Focus Media and transfers (to) from noncontrolling interest	$	144,435,549	$	(770,687,526	)	$	(211,865,244	)

(u) Government grants

Unrestricted government subsidies from local governmental agencies, which allow the Group full discretion in utilizing the funds, were $5,276,456, $13,864,411 and $14,024,545 for the years ended December 31, 2007, 2008 and 2009, respectively, and was recorded as other operating income in the consolidated statements of operations.

(v) Recently Issued Accounting Standards

F-14

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

beginning after January 1, 2010. The Group does not expect the adoption of ASU 2009-05 to have a material impact on the Group’s consolidated financial statements.

In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosures (Topic 820)—Improving Disclosures about Fair Value Measurement” ASU 2010-06 amends ASC 820 (formerly SFAS 157) to add new requirements for disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Levels 1, 2, and 3. The guidance in ASU 2010-06 is effective for the first reporting period beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. In the period of initial adoption, entities will not be required to provide the amended disclosures for any previous periods presented for comparative purposes. However, those disclosures are required for periods ending after initial adoption. The Group does not expect the adoption of ASU 2010-06 to have a material impact on the Group’s consolidated financial statements.

3. Acquisitions

2008 acquisitions:

In January 2008, the Group acquired CGEN Digital Media Company, Limited (“CGEN”), which was the Group’s largest competitor in the in-store advertising market place. The purchase price included cash of $168,437,500, all of which was paid in 2008, and assumed net liabilities of $14,231,857. In addition, additional purchase consideration was contingent based on the achievement of certain earnings targets, and calculated at multiples of not greater than 17.5 of 2008 audited net income of CGEN, which should be determined in any event no later than May 15, 2009 and should not be more than $90.8 million. Contingent payment should be made five business days following the delivery of 2008 audited results. The contingent consideration should be in no event less than zero nor greater than $90,781,250. The Group had made a loan of $30,000,000 to finance CGEN’s working capital prior to the closure of the acquisition. Subsequent to acquisition, the amount was eliminated upon consolidation.

F-15

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

The acquisition was recorded using the purchase method of accounting and, accordingly, the acquired assets and liabilities were recorded at their fair market value at the date of acquisition as follows:


				Amortization
	Value			Period
Net liabilities acquired	$	(19,595,660	)
Intangible assets
Lease agreements		13,475,000		10 years
Customer base		10,106,250		7 years
Contract backlog		336,875		1 years
Trademark		8,421,875			N/A
Acquired technology		10,106,250		6 years
Goodwill		145,586,910

Total	$	168,437,500

The goodwill was assigned to the in-store advertising segment. The amount of goodwill resulted from the purchase price allocation represents the premium paid for potential synergies expected to be generated from the acquisition.

On December 10, 2008, the Group announced restructuring of its in-store advertising segment, the disposal of CGEN and the termination of the CGEN acquisition agreement. As a result, the Group recognized a loss on disposal of CGEN of $190,466,256 (see Note 4).

The Group acquired six entities in the poster-frame advertising business for cash consideration of $1,177,830 as of December 31, 2008. The Group recognized acquired intangible assets of $7,893,659 and recognized goodwill of $449,100, which was assigned to the poster frame advertising services segment. In addition there is contingent consideration calculated at multiples of 1 to 2 of achieved earnings targets for three years subsequent to the acquisition, subject to the further attainment of certain operational targets, which will be paid when the contingency is resolved. The earning results typically will be audited and delivered to the Company and the sellers within three to six months following the fiscal year, and the contingent considerations are typically paid within thirty business days after the results are audited and delivered. The purchase price allocation cannot be completed until the contingent consideration is resolved. As such, the Group had recorded a liability of $7,396,190, which is equal to the excess of the fair value of the assets acquired over cost on the date of acquisition.

The Group acquired two entities which provide internet advertising service for nil cash consideration as of December 31, 2008. The Group recognized acquired intangible assets of $724,140. Part of the cash consideration is calculated at multiples of approximately 1 to 3 of achieved earnings targets for three years subsequent to the acquisition, subject to the further attainment of certain operational targets. The earning results typically will be audited and delivered to the Company and the sellers within three to six months following the fiscal year, and the contingent considerations are typically paid within thirty business days after the results are audited and delivered. The purchase price allocation cannot be completed until the contingent consideration is resolved. As such, the Group had recorded a liability of $712,097, which is equal to the excess of the fair value of the assets acquired over cost on the date of acquisition. In 2009 through a series of transactions, the Group sold their equity interest in these two entities back to their original owners.

2009 acquisitions:

The Group did not make any significant acquisitions in 2009. The Group made aggregate cash payment of $92,411,545 during the year as the result of consideration made to acquire the noncontrolling interests of certain subsidiaries in the current year, as well as resolved contingent considerations for prior year acquisitions. The Group recorded additional goodwill for resolved contingent consideration of $81,847,808 during the year ended December 31,2009, of which $10.5 million was related to 2008 acquisitions.

F-16

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

4. Disposition

2008 Disposition

On December 10, 2008, the Group announced the restructuring of its in-store advertising business, the disposal of CGEN and the termination of the CGEN share purchase agreement. The Group sold all of CGEN’s assets and liabilities to a third party, with the exception of its in-store monitors, which were retained for future similar use. In addition, the Group began to negotiate leases with the existing location providers of CGEN in order to conduct similar advertising business. The Group concluded that these constituted migration of revenue and continuing involvement. As such, the results of CGEN’s operations have been classified as a component of continuing operations. The Group recognized a loss on the disposal of $190,466,256.

Since March 2008, the Ministry of Information Industry, or MII, the national regulatory authority of the telecom industry has ordered all local telecom regulators and telecom operators at all levels to tighten up regulation of short messaging services, in particular so-called “spam”, or unsolicited, advertisements and messages. It was reported that several local telecom regulators and operators adopted policies restricting short message advertising activities by limiting the number of such advertisements or disallowing companies from engaging in unsolicited short messaging advertising activities. It was also reported that the MII, together with other national authorities, was drafting new regulations governing the short messaging business, and that the new regulations were expected to impose strict technical requirements and standards requiring short message advertisements to be sent following the consent of the relevant mobile phone user. As a result of such regulatory changes and other market changes, the Group announced the termination of its mobile handset advertising services segment resulting in a significant reduction in its scale. Substantially all of the acquired subsidiaries in the mobile handset advertising services segment were sold back to their original owners. In December 2008, the Group further announced the disposal of its remaining mobile handset advertising services segment. The mobile handset advertising services segment was considered a component of the Group and the restructuring and subsequent disposal of such component has been classified as a component of discontinued operations in the consolidated statements of operations. The results of discontinued operations include net revenues and pretax losses of $12,317,668 and $99,730,777, respectively, related to the disposal of the mobile handset advertising services segment for the year ended December 31, 2008. The Group’s loss on the disposal was $92,100,764.

In December 2008, the Group announced its intention to sell to SINA Corporation the disposal group. According to the definitive share purchase agreement entered into between the Group and SINA, SINA would issue 47 million of its ordinary shares as consideration for the purchase. The transaction was subject to the Anti-Monopoly Law approval by the Ministry of Commerce of the PRC, the expected timing of which was unknown.

Assets and liabilities of the disposal group classified as held-for-sale at December 31, 2008 were comprised of the following:


	December 31, 2008
Cash and cash equivalents	$	280,481,431
Available for sale investments		745,421
Accounts receivable, net		143,582,195
Prepaid expenses and other current assets		13,928,477
Deposits paid for acquisition of subsidiaries		8,182,540
Amounts due from related parties		1,811,144
Rental deposits		18,314,358


TOTAL CURRENT ASSETS		467,045,566
Rental deposits		4,700,653
Equipment, net		112,596,540
Intangible assets, net		43,344,576
Goodwill		402,742,394
Other long-term assets		35,764,952


TOTAL ASSETS	$	1,066,194,681

F-17


	December 31, 2008
Accounts payable	$	(16,621,278	)
Accrued expenses and other current liabilities		(120,201,129	)
Income taxes payable		(4,607,749	)
Deferred tax liabilities		(19,308,482	)


TOTAL CURRENT LIABILITIES		(160,738,638	)
Deferred tax liabilities		(1,959,412	)


TOTAL LIABILITIES	$	(162,698,050	)

2009 Disposition

In 2009, the Group aborted a contemplated initial public offering for its internet advertising segment due to the economic recession in late 2008. As a result, between August and December 2009, the Group disposed of six underperforming subsidiaries in that segment through a series of individual transactions with their respective original owners. Each of the subsidiaries was considered a component of the Group and their results have been included in discontinued operations in the consolidated statements of operations. The results of discontinued operations include net revenues and pretax losses of $127,611,538 and $45,384,077, respectively, related to these subsidiaries. The Group recorded a loss on disposal of $44,054,471.

In 2009, the Group also disposed of five underperforming subsidiaries engaged in poster frame, LCD display and traditional outdoor billboard advertising services segments, none of which were considered a component of the Group. As such, all results of operations were included in operating activities for all periods presented. The Group recorded a loss on disposal of $7,411,454.

5. Fair Value Measurement

The Group did not have any assets or liabilities measured at fair value on a recurring basis subsequent initial recognition as of December 31, 2008 and 2009 respectively. The Group’s assets measured at fair value on a non-recurring basis for the year ended December 31, 2009.

The fair value measurements for acquired intangible assets and goodwill are classified as Level 3 measurements. Determining the appropriate fair value model and calculating the fair value of these instruments require the input of significant estimates and assumptions, some of which are unobservable. The estimates and assumptions include business assumptions, terminal value, discount rate, and tax amortization benefit.

6. Accounts Receivable, Net

Accounts receivable, net of allowance for doubtful accounts of $4,395,022 and $33,596,096 for the years ended December 31, 2008 and 2009, respectively, consists of following:


	December 31,
	2008		2009
Billed receivable	$	103,410,041	$	120,340,073
Unbilled receivable		31,860,318		52,412,400

Total	$	135,270,359	$	172,752,473

F-18

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

Unbilled receivables represent amounts earned under advertising contracts in progress but not billable at the respective balance sheet dates. These amounts become billable according to the contract term. The Group anticipates that substantially all of such unbilled amounts will be billed and collected within twelve months of the balance sheet dates.

An analysis of allowance for doubtful accounts for the years ended December 31, 2008 and 2009 is as follows:


	2008			2009
Balance at beginning of year	$	5,310,835		$	4,395,022
Bad debt expenses		15,767,332			29,076,504
Recoveries and (write-offs), net		(7,065,679	)		(6,067,086	)
Reclassified to assets held-for-sale		(9,617,466	)		—
Reclassified from assets held-for-sale		—			9,617,466
Disposition of subsidiaries		—			(3,425,810	)
Others		—			—

Balance at end of year	$	4,395,022		$	33,596,096

7. Equipment, Net

Equipment, net consists of the following:


	December 31,
	2008			2009
Media display equipment	$	6,889,401		$	165,254,415
Computers and office equipment		4,196,246			9,887,787
Leasehold improvements		231,954			1,558,213
Vehicles		635,528			974,293

Total		11,953,129			177,674,708
Less: accumulated depreciation and amortization		(5,843,000	)		(100,013,561	)

Subtotal		6,110,129			77,661,147
Assembly in progress		182,165			—

Total	$	6,292,294		$	77,661,147

The majority of the Group’s display equipment is installed on premises of its location providers, such as residential complexes, commercial locations and stores.

Depreciation expense for the years ended December 31, 2008 and 2009 was $31,241,513 and $35,004,622, respectively.

In fourth quarter of 2008, the Group determined that a substantial portion of equipment for the LCD display segment may not be effectively utilized in the future due to the decision to halt network expansion plans due to the unfavorable economic environment. As a result, the Group recorded an $18,562,323 impairment loss for the year ended December 31, 2008.

In 2009, the Group determined that it would cease expansion of its digital poster frame networks and, in response to a regulation promulgated by Shanghai Municipality Government in early 2009, the operation of its boat-based advertising platform on the Huangpu River. The Group recorded an aggregate impairment loss of $40,318,817 of related equipment for the year ended December 31, 2009.

F-19

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

8. Acquired Intangible Assets, Net

As of December 31, 2008 and 2009, acquired intangible assets, net was comprised of the following:


	December 31,
	2008			2009
Cost:
Operation & broadcasting rights	$	—		$	11,115,667
Lease agreements		34,686,741			51,712,154
Customer base		34,612,676			24,730,269
Trademark		11,992,070			9,608,110
Acquired technology		14,600,562			1,130,605
Others		12,182,490			11,421,391


Total		108,074,539			109,718,196


Accumulated amortization:
Operation & broadcasting rights		—			(3,552,675	)
Lease agreements		(9,724,796	)		(31,854,695	)
Customer base		(10,859,434	)		(12,708,565	)
Trademark		—			(1,110,834	)
Acquired technology		(4,303,411	)		(602,990	)
Others		(5,474,051	)		(8,111,222	)


Total		(30,361,692	)		(57,940,981	)


Intangible assets, net	$	77,712,847		$	51,777,215

The Group recorded amortization expense as follows:


	For the years ended December 31,
	2007		2008		2009
Cost of revenues	$	16,113,970	$	26,419,547	$	18,628,185
Selling and marketing		8,639,094		13,669,067		8,650,559

Total	$	24,753,064	$	40,088,614	$	27,278,744

For the year ended December 31, 2008, the Group recorded an impairment loss on its intangible assets in the amount of $4,810,987 associated with the Target Media brand due to management’s decision to accelerate phasing out the brand from the Group’s LCD display segment. As a result of termination of the mobile handset advertising services, the Group wrote off $14,604,566 of remaining intangible assets which has been classified within the loss on disposal. Upon the disposal of CGEN, the Group wrote off $39,457,262 of intangible assets.

In 2009, in response to a regulation promulgated by Shanghai Municipality Government in early 2009, the Group determined to cease the operation of its boat-based advertising platform on the Huangpu River. Accordingly, the Group recorded an impairment loss of $3,168,472 to write off the associated operating and broadcasting rights of its LCD display segment. In addition, a $22,268,615 impairment loss was recorded for the acquired intangible assets for certain subsidiaries in internet advertising segment that were underperforming. The impaired intangible assets primarily consisted of technology, lease agreements, customer base and trademark. The valuation of technology, lease agreements, and customer base was developed through the application of a form of income approach, known as the excess earnings method. The first step in applying the excess earnings method was to estimate the future debt-free net income attributable to the intangible asset. The resulting debt-free net income was then reduced by an estimated fair rate of return on contributory assets necessary to realize the projected earnings attributable to the intangible asset. These assets include fixed assets, working capital and other intangible assets. The valuation of the trademark was based on the relief from royalty method whereby an asset is valued based upon the after-tax cash flow savings accruing to the owner by virtue of the fact that the owner does not have to pay a “fair royalty” to a third party for the use of that asset. Accordingly, a portion of the owner’s earnings, equal to the after-tax royalty, would have been paid for use of the asset that can be attributed to the asset. The value of the asset depends on the present worth of future after-tax royalties attributable to the asset to their present worth at market-derived rates of return appropriate for the risks of that particular asset.

F-20

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

Total impairment loss recorded for the year ended December 31, 2009 amounted to $25,437,087.

The Group expects to record amortization expense of $17,084,514, $12,544,500, $6,719,309, $3,336,761, and $1,528,937 for the years ending December 31, 2010, 2011, 2012, 2013 and 2014, respectively.

9. Goodwill

The Group’s goodwill primarily arises from the initial consideration paid and subsequent settlement of contingent consideration of our acquisitions. The changes in the carrying amount of goodwill by segment for the years ended December 31, 2008 and 2009 are as follows:


																Movie theater
							Poster			Mobile						& traditional
	LCD display			In-store			frame			handset			Internet			outdoor
	network			network			network			advertising			advertising			billboards			Total
Balance as of January 1, 2008	$	396,428,510		$	—		$	337,320,124		$	43,003,566		$	166,646,082		$	—		$	943,398,282
Goodwill acquired during the year		—			127,752,752			449,100			—			—			—			128,201,852
Goodwill recorded as a result of contingent consideration resolved		4,901,109						38,971,908			1,122,670			76,595,733			—			121,591,420
Modification of original purchase price allocation					17,834,158			—			—			5,897,710			857,390			24,589,258
Goodwill impairment								(376,771,621	)		—			(218,440,000	)		(857,390	)		(596,069,011	)

Disposal of subsidiaries					(145,586,910	)		—			(44,126,236	)		—			—			(189,713,146	)
Reclassified to assets held for sale		(402,742,395	)					—			—			—			—			(402,742,395	)
Translation adjustments		1,412,776						30,489			—			—			—			1,443,265


Balance as of December 31, 2008	$	—		$	—		$	—		$	—		$	30,699,525		$	—		$	30,699,525
Goodwill acquired during the year		1,100,903			—			—			—			—			—			1,100,903
Goodwill recorded as a result of contingent consideration resolved		1,992,683			—			30,396,719			—			16,208,898			33,249,508			81,847,808
Modification of original purchase price allocation		—			—			—			—			193,266			—			193,266
Goodwill impairment		—			—			(30,396,719	)		—			(23,961,974	)		(33,249,508	)		(87,608,201	)
Reclassified from assets held for sale		402,742,395			—			—			—			—			—			402,742,395
Disposal of subsidiaries		—			—			—			—			(18,867,217	)		—			(18,867,217	)
Translation adjustments		260,212			—			—			—			—			—			260,212


Balance as of December 31, 2009	$	406,096,193			—		$	—		$	—		$	4,272,498		$	—		$	410,368,691

F-21

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

The gross amount and accumulated impairment losses by segment as of December 31, 2007, 2008 and 2009 are as follows:


											Movie theater
					Poster		Mobile				& traditional
	LCD display		In-store		frame		handset		Internet		outdoor
	network		network		network		advertising		advertising		billboards		Total
Goodwill, gross	$	396,428,510	$	—		337,320,124	$	43,003,566	$	166,646,082	$	—	$	943,398,282
Accumulated impairment losses		—		—		—		—		—		—		—


Balance as of December 31., 2007	$	396,428,510	$	—		337,320,124	$	43,003,566	$	166,646,082	$	—	$	943,398,282


											Movie theater
					Poster		Mobile				& traditional
	LCD display		In-store		frame		handset		Internet		outdoor
	network		network		network		advertising		advertising		billboards			Total
Goodwill, gross	$	—	$	—		—	$	—	$	249,139,525	$	—		$	249,139,525
Accumulated impairment losses		—		—		—		—		—		(145,586,910	)


Balance as of December 31, 2008	$	—	$	—		—	$	—	$	30,699,525	$	—		$	30,699,525


												Movie theater
						Poster		Mobile				& traditional
	LCD display			In-store		frame		handset		Internet		outdoor
	network			network		network		advertising		advertising		billboards			Total
Goodwill, gross	$	551,683,103		$	—		—	$	—	$	4,272,498	$	—		$	555,955,601
Accumulated impairment losses		(145,586,910	)		—		—		—		—		(145,586,910	)		(145,586,910	)


Balance as of December 31, 2009	$	406,096,193		$	—		—		—	$	4,272,498	$	—		$	410,368,691

Management performs a goodwill impairment test for each of its reporting units as of December 31 of each year or when there is a triggering event causing management to believe it is more likely than not that the carrying amount of goodwill may be impaired. As a result of impairment tests, the Group recorded a goodwill impairment loss of $596,069,011 and $87,608,201 for the years ended on December 31, 2008 and 2009, respectively.

Goodwill impairment in 2008

In December 10, 2008, the Group announced termination of CGEN share purchase agreement and disposal of part of the CGEN business and its associated assets and liabilities. As a result, upon disposal, the Group wrote off the full outstanding balance of goodwill arising from the CGEN acquisition in the amount of $145,586,910. Since the results of CGEN’s operations have been included in the continuing operations due to the nature of the Group’s continuing involvement, the loss on the disposal of CGEN subsidiaries of $190,466,256, which includes the write-off of the carrying value of intangible assets and goodwill of $39,457,262 and $145,586,910, respectively, was recorded in “other operating expenses (income), net” in the consolidated statements of operations.

In the fourth quarter of 2008, the Group began to face mounting uncertainties about the future demand for its services by major advertisers. Such uncertainty and worsening macro economic situation prompted the Group to undertake an impairment test for each reporting units using income approach valuation methods. The impairment test resulted in a goodwill impairment loss of $376,771,621 for the poster frame reporting unit, $218,440,000 for the Internet advertising service reporting unit and $857,390 for the movie theatre and traditional billboard advertising services reporting unit, as the valuation analysis indicated that the fair value of the reporting units were less than the carrying value. The results of the first step of our annual impairment test indicated that the fair value of our LCD display reporting unit substantially exceeded its carry amount and therefore, the reporting unit was not subject to the second step of the impairment test.

F-22

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

On March 2008, as a result of uncertainty in the mobile handset advertising industry in PRC, there was a triggering event which required the Group to reevaluate the carrying value of the goodwill and assets of the mobile handset advertising segment. The Group undertook a business restructuring in April 2008 to amend their strategic business plans and in December 2008, the Group announced the complete termination of the mobile handset advertising business. The Group wrote off the remaining goodwill balance of $44,126,236, which was classified within loss from discontinued operations for 2008.

Goodwill impairment in 2009

On September 28, 2009, the Company and SINA jointly decided to abort the proposed acquisition announced on December 22, 2008. As such, the disposal group classified as held-for-sale as of December 31, 2008 were reclassified as assets to be held and used. At the time of reclassification, the assets were required to be measured at the lower of (1) their carrying amount before they were classified as held-for-sale, adjusted for any depreciation or amortization that would have been recognized had the assets been continuously classified as held and used or (2) their fair value at the date of reclassification. Certain of the reclassified assets had a fair value lower than their carrying value, which the Group believed was a goodwill impairment indicator. Accordingly, the Group performed an impairment test using the income approach valuation method on the two segments subjected to reclassification, LCD display and poster frame, which were also deemed as reporting units for the purpose of goodwill impairment test. The tests resulted in an impairment of $16,369,331 representing all of the poster frame reporting unit’s remaining goodwill. This goodwill was the result of the settlement of contingent consideration while the associated reporting unit was classified as held-for-sale. The LCD display network passed the first step of impairment with fair value exceeding the carrying amount by a substantial margin and therefore, incurred no impairment loss.

In the fourth quarter of 2009, the Group paid further contingent consideration of $14,027,388 related to the poster frame network reporting unit. The contingent consideration for the poster frame units was calculated based on the achieved earnings targets, which were determined at the time of the acquisitions. This amount was recorded as additional goodwill and was immediately impaired as there had been no material changes in the fair value of the reporting unit subsequent to September 28, 2009, the most recent impairment analysis date. The impairment test for goodwill arising from poster frame acquisitions was performed for the whole reporting unit rather than for each individual subsidiary. As a result, when the reporting unit’s fair value, which is based on management’s forecasted operating results for the reporting unit as a whole, declined significantly due to contracting customer demand caused by the financial crisis and increased competition, the additional goodwill arising from such contingent consideration was impaired even though individual subsidiaries were able to meet their respective earnings targets. The balance of goodwill for the poster frame reporting unit remained at zero at December 31, 2009.

The annual impairment test for the LCD display reporting unit at December 31, 2009 did not result in additional goodwill impairment as there had been no material changes in the fair value of this unit subsequent to the date of the last impairment test on September 28, 2009.

In August 2009, the Group started to negotiate with the ex-shareholders of various subsidiaries within the internet advertising reporting unit to sell back part of the equity interests held by the Group in those entities, in exchange for the reduction of future earn-out payments stated in the original purchase agreements. These transactions were considered a triggering event for performing an impairment test for the internet advertising division, which was the reporting unit for the purpose of the goodwill impairment test. As a result of the test, the Group recorded a goodwill impairment of $23,961,974. Subsequently, the Group disposed of these subsidiaries, which resulted in derecognition of goodwill amounting to $18,867,217. This amount has been classified within the loss from discontinued operations in the consolidated statements of operations.

As of December 31, 2009, the internet advertising reporting unit has a goodwill balance of $4,272,498. The Group performed its annual impairment test at the end of the year, which indicated that the fair value exceeded the carrying amount by a significant margin and, therefore, no further goodwill impairment was recognized.

F-23

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

The Group settled contingent purchase consideration of $33,249,508 associated with the movie theatre and traditional outdoor billboard reporting unit, respectively, during the year ended December 31, 2009. These amounts were recorded as additional goodwill and were immediately impaired as there had been no material changes in the fair value of the reporting unit subsequent to December 31, 2008, the most recent impairment analysis date, which was still lower than the carrying amount of the reporting unit on December 31, 2009. The balance of goodwill for the movie theatre and traditional outdoor billboard reporting unit remained at zero at December 31, 2009.

The Group applied the income approach to estimate the fair value of its reporting units for goodwill impairment tests. The key assumptions used in this approach, which requires significant management judgment, include business assumptions, growth rate, terminal value, discount rate, and tax amortization benefit.

10. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


	December 31,
	2008		2009
Accrued sales commissions	$	2,994,203	$	16,297,023
Other accrued expenses		3,191,340		3,297,180
Other taxes payable		9,165,972		16,514,074
Advance from customers		9,892,844		27,807,586
Accrued employee payroll and welfare		6,248,358		6,047,975
Payables related to acquisitions		21,343,231		20,326,014
Withholding individual PRC income tax		—		1,115,360
Accrual for litigation (see Note 17)		7,562,633		5,500,000
Others		1,512,679		4,964,958

Total	$	61,911,260	$	101,870,170

11. Other operating (income) expenses, net

Other operating (income) expenses, net consists the following:


	For the years ended December 31,
	2007			2008			2009
Loss on disposal of subsidiaries	$	—		$	192,529,635		$	7,411,454
Government subsidy income		(5,276,456	)		(13,864,411	)		(14,024,545	)
Loss on disposal of equipment		—			2,302,294			—
Impairment of other long lived assets		—			—			14,714,157
Penalty for termination of contract		—			—			1,872,155
Other income		(3,550,451	)		(5,594,049	)		(5,199,764	)
Other expenses		1,181,704			7,148,363			6,074,198

Total	$	(7,645,203	)	$	182,521,832		$	10,847,655

12. Share-based Compensation

Share-based Compensation Plans for the Group

In October 2006, the Group adopted the 2006 Employee Share Option Plan (“2006 Plan”), under which the Group may issue no more than 3.6% of issued ordinary shares for grant of options. In November 2007, the Group’s 2007 Employee Share Option Scheme (“2007 Plan”) was authorized, under which the Group is authorized to grant options or share appreciation rights or restricted shares to purchase up to 5% of the Group’s issued and outstanding ordinary shares from time to time in the three years following the date of enactment of 2007 Plan.

In 2007 and 2008, options to purchase 10,892,685 and 26,529,625 ordinary shares were authorized and granted under the option plans, respectively. Of the 26,592,625 options granted in 2008, 10,138,625 options were

F-24

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

granted concurrently with the cancellation of 21,724,685 options granted during the period from October 3, 2007 to July 25, 2008 (“2008 Replacement”). This was accounted for as a modification with no incremental compensation cost as the fair value of the options immediately before modification was higher than the fair value of the modified options.

On September 22, 2009, as a result of recent performance evaluations, 1,776,300 of the 2008 Replacement options were cancelled and previously unrecognized compensation cost of $2,587,993 was recognized on the cancellation date. In addition, 7,550,849 of the 2008 Replacement options, associated with 300 employees, were cancelled and replaced by an equivalent number of unvested restricted shares (“2009 Replacement). This was accounted for as a modification with the incremental compensation cost of $8,122,206, which was measured as the excess of the fair value of the restricted shares over the fair value of the cancelled options at the cancellation date. Further, restricted shares to obtain 28,935,131 ordinary shares were granted to employees in 2009. The restricted shares generally vest over a period of two to three years.

Under the terms of each plan, options are generally granted at prices at the fair market value of the ordinary shares at the date of grant whereas restricted shares are granted without exercise price, expire 10 years from the date of grant and generally vest over two to four years with certain options vesting over one year. As of December 31, 2007, 2008 and 2009, 39,890,055, 32,840,540 and 15,642,620 options and nil, nil and 36,448,980 restricted shares, respectively, were outstanding. The fair value of restricted shares was determined to be the market value of the ordinary shares on the date of grant whereas the fair value of options granted to employees was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:


Options granted to employees:	2007			2008			2009
Risk-free rate of return		4.02% - 4.68	%		1.59%-3.2	%		0.87	%
Weighted average expected option life	2 years				2.5 to 4 years			2.5 years
Volatility rate		50.61%-53.05	%		53%-68.88	%		88.32	%
Dividend yield		0	%		0	%		0	%

The expected volatilities were estimated based on historical volatility. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate assumption is determined using the Federal Reserve nominal rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award. The weighted average fair value of share options for the years ended December 31, 2007 and 2008 was $3.56 and $1.85 respectively and the weighted average fair value of restricted shares granted for the year ended December 31, 2009 was $2.24.

A summary of the share option activities for the year ended December 31, 2009 is as follows, with the option modification reflected as a cancellation:


						Remaining
						weighted
	Weighted			Weighted		average		Aggregate
	Number			average		contract term		intrinsic
	of shares			exercise price		(in years)		value
Options outstanding at January 1, 2009		32,840,540		$	3.43
Granted		—
Forfeited		(3,674,476	)	$	2.44
Exercised		(4,196,295	)	$	1.46
Cancelled		(9,327,149	)	$	2.44
Options outstanding at December 31, 2009		15,642,620		$	4.75		6.46	$	3,372,651
Options exercisable at December 31, 2009		15,528,731		$	4.73		6.45	$	3,372,651
Options vested or expected to vest at December 31, 2009		15,642,620		$	4.75		6.46	$	3,372,651

F-25

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

A summary of the restricted share activities for the year ended December 31, 2009 is as follows:


	Weighted			Weighted
	Number			Average
	of shares			Fair value
Restricted shares unvested at January 1, 2009		—		$	—
Granted		36,485,980		$	2.24
Forfeited		(37,000	)	$	2.19

Restricted shares unvested at December 31, 2009		36,448,980		$	2.24

There were no restricted shares that vested during the year ended December 31, 2009.

The total intrinsic value of options exercised during the years ended December 31, 2007, 2008 and 2009, $57,084,953 and $26,151,593 and $4,086,489, respectively.

As of December 31, 2009, there was $71,377,092 in total unrecognized compensation expense related to unvested share-based compensation arrangements which is expected to be recognized over a weighted-average period of 2.78 years.

Private equity placement with JJ Media Investment Holding

On September 23, 2009, the Company entered into a definitive agreement for a private equity placement of 75 million of its ordinary shares with JJ Media Investment Holding, a British Virgin Island company controlled by Jiang Nan Chun, the Group’s Chief Executive Officer and Chairman, for a purchase price of $1.899 per share, representing the average closing price of the shares during the twenty consecutive trading days preceding the signing of the definitive agreement. On November 18, 2009, the private equity placement was consummated and the Company received gross proceeds of $142,425,500. The shares issued to JJ Media Investment Holding are subject to a six month lock-up and have customary registration rights pursuant to a registration rights agreement entered into between the Company and JJ Media Investment Holding. This transaction resulted in share based compensation expense of $4.0 million, which represents the excess of the fair value of the Company’s shares over the purchase price. The fair value of the Company’s shares reflects the Company’s closing share price on the trading day immediately preceding the signing date of the definitive agreement.

Stock-based Compensation Plan for Internet Advertising Services Segment

On September 19, 2008, the Group’s internet advertising services segment (“Internet”), in contemplation of an initial public offering, adopted the 2008 employee share option plan (the “Internet 2008 Plan”), which allows Internet to offer a variety of incentive awards to directors, consultants, advisors or any members of Internet. Internet granted 13,320,810 share options to employees on September 19, 2008. Under the terms of the Internet 2008 Plan, options are generally granted at exercise prices not less than 100% of the fair market value, as determined by the Board of Directors, generally expire 10 years from the date of grant and vest over three years.

The fair value of the ordinary shares underlying the options and restricted shares for Internet was using the guideline companies’ approach, which incorporates certain assumptions including the market performance of comparable listed companies as well as the financial results and growth trends, to derive the total equity value. The fair value of options granted during the year ended December 31, 2008 were estimated on the grant date using the Black-Scholes option pricing model, using the following weighted average assumptions:


Options granted to employees	2008
Risk-free rate of return		5.14	%
Weighted average expected option life	6.1 years
Volatility rate		50	%
Dividend yield		0	%

Expected volatility is based on the standard deviation of similar companies’ historical daily stock prices. The expected term of options represents the period of time that options granted are expected to be outstanding. The

F-26

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

risk free rate of return is based on the US Treasury bond yield curve in effect at the time of grant for periods corresponding with the expected term of the option.

In 2009, the aforesaid initial public offering was aborted due to the economic recession in late 2008 and the Internet 2008 Plan was terminated and cancelled.

A summary of the share option activity during the periods presented is as follows:


				Weighted
				average
				Exercise
	Shares			Price
Options outstanding at January 1, 2009		13,320,810		$	4.28
Granted		—			—
Exercised		—			—
Cancelled		(13,320,810	)	$	4.28
Outstanding at December 31, 2009		—		$	—

The Group recorded share-based compensation expense with respect to the Internet 2008 Plan of $2,550,421 and $27,827,331 for the years ended December 31, 2008 and 2009, respectively, including compensation expense of $18,700,687 that was recognized immediately upon cancellation of the awards. With the termination of Internet 2008 Plan, there was no unrecognized compensation cost as of December 31, 2009.

13. Income Taxes

Cayman Islands

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. In addition, upon payment of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.

British Virgin Islands

The Company’s subsidiaries incorporated in the BVI are not subject to taxation.

Hong Kong

Focus Media (China) Holding Ltd. is subject to Hong Kong profit tax at a rate of 16.5% on its assessable profit. No Hong Kong profit tax has been provided as the Group does not have assessable profit that is earned in or derived from Hong Kong during the years presented.

PRC

On January 1, 2008, a new EIT law (“New Law”) in China took effect. The New Law applies a uniform 25% EIT rate to both foreign invested enterprises and domestic enterprises. The New Law provides a five-year transition period from its effective date for those enterprises which were established before the promulgation date of the New Law and which were entitled to a preferential tax treatment under the PRC Income Tax Laws, such as a reduced tax rate or a tax holiday. On December 26, 2007, the State Council issued the Notice of the State Council Concerning Implementation of Transitional Rules for Enterprise Income Tax Incentives (“Circular 39”). Based on

F-27

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

Circular 39, certain specifically listed categories of enterprises which enjoyed a preferential tax rate of 15% are eligible for a graduated rate increase to 25% over the 5-year period beginning from January 1, 2008. Specifically, the applicable rates under such an arrangement for such enterprises would be 18%, 20%, 22%, 24% and 25% for 2008, 2009, 2010, 2011, 2012 and thereafter, respectively. Preferential tax treatments will continue to be granted to industries and projects that are strongly supported and encouraged by the state, and enterprises that qualify as “new and high technology enterprises strongly supported by the state (“HNTE”) under the New Law will be entitled to a 15% preferential EIT rate.

Most of the Company’s subsidiaries and VIEs transitioned from 33% to 25%, effective January 1, 2008. Those that enjoyed a lower tax rate of 15% as high-tech companies under the PRC Income Tax Laws will transition to the uniform tax rate of 25% from 2008 unless they obtain the HNTE status under the New Law. The Group has thus generally applied the 25% rate in calculating its deferred tax balances. Subsidiaries and VIEs with temporary differences reversing during the holiday period have used the reduced rates in calculating their deferred tax balance.

Among the subsidiaries and VIEs, Beijing Focus Media Wireless Co., Ltd. and Beijing Kong Zhong Hui Ke Technology Co., Ltd., qualified for the transitional rule under Circular 39 and thus enjoyed 0% for 2008 and enjoys a 50% reduction off the transitional tax rate from 2009 through 2011 based on the transitional rule under the New Law. New Allyes Information is subject to the transitional rule provided under Circular 39, while Allyes Information Technology (Shanghai) Co., Ltd. has been granted HNTE status under the New Law and enjoys a rate of 0% for 2008 and 2009 and will enjoy a 50% reduction off the tax rate from 2010 through 2012.

The Group adopted the provisions of ASC 740-10, “Income Taxes” (previously FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of SFAS No. 109”) effective January 1, 2007 and estimated the cumulative effect on adoption to be a reduction of consolidated retained earnings as of January 1, 2007 of $3,912,339, including interest and penalties, with a corresponding increase in the liability for uncertain tax positions. The Group has elected to classify interest and penalties relating to income tax matters within income tax expense. The amount of penalties and interest as of adoption and December 31, 2008 and 2009 are immaterial. The Group decreased its liabilities for unrecognized tax benefits by $3,080,251 and $592,525 in connection with effective settlement of prior-year tax uncertainties during the years ended December 31, 2008 and 2009, respectively. The Group does not anticipate any significant increases or decreases to its liability for unrecognized tax benefits within the next 12 months. The Group has elected to classify interest and penalties relating to income tax matters within income tax expense.


Balance at January 1, 2009	$	555,769
Transfer from liabilities held for sale		4,723,905
Settlements		(592,525	)
Disposition of subsidiaries		(342,250	)
Translation adjustment		167,054

Balance at December 31, 2009	$	4,511,953

According to the PRC Tax Administration and Collection Law, the statute of limitations is generally three years if the underpayment of taxes is due to computational errors made by the taxpayer. The statute of limitations will be extended to five years under special circumstances, which are not clearly defined, but an underpayment of tax liability exceeding RMB100,000 (approx. $14,000 under the current exchange rate) is specifically listed as a special circumstance. In the case of a transfer pricing related adjustment, the statute of limitations is 10 years. There is no statute of limitations in the case of tax evasion. The status of limitations in Hong Kong is six years.

F-28

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

Composition of income tax expense

All of the Group’s income subject to income tax is generated within the PRC. The current and deferred portion of income tax expense (benefit) included in the consolidated statements of operations is as follows:


	For the years ended December 31,
	2007			2008			2009
Current income tax expense	$	9,170,173		$	37,959,329		$	9,365,324
Deferred income tax expense (benefit)		(844,468	)		(11,174,599	)		489,648

Income tax expense	$	8,325,705		$	26,784,730		$	9,854,972

A reconciliation of the differences between statutory tax rate and the effective tax rate is as follows:


	For the years ended December 31,
	2007			2008			2009
Statutory rate		33.00	%		25.00	%		25.00	%
Effect of different tax rate of group entities operation in other jurisdiction		5.96	%		(2.15	%)		(9.43	%)
Effect of different tax rate applicable to the subsidiaries and VIEs		(0.36	%)		0.71	%		2.80	%
Effect of tax holiday		(38.61	%)		2.52	%		1.38	%
Effect of non-deductible expenses		2.72	%		(31.19	%)		(27.79	%)
Change in valuation allowance		1.08	%		0.97	%		1.03	%
Additional tax paid due to conclusion of tax audit		—			(0.34	%)		—
Others		2.31	%		0.44	%		0.41	%

Effective tax rate		6.10	%		(4.04	%)		(6.60	%)

The following table sets forth the effects of the tax holidays granted to the entities of the Group for the periods presented:


	December 31,
	2007		2008		2009
Tax holiday effect	$	52,766,757	$	16,671,194	$	2,345,404
Net income from continuing operations per share effect — basic	$	0.09	$	0.03	$	0.01
Net income from continuing operations per share effect — diluted	$	0.09	$	0.03	$	0.01

The principal components of the Group’s deferred income tax assets and liabilities, excluding assets held-for-sale are as follows:


	December 31,
	2008			2009
Deferred tax assets:
Net operating loss carry forwards	$	4,421,599		$	11,710,958
Accrued expenses temporarily non-deductible		1,267,493			6,181,962
Bad debt provision		1,459,406			2,220,947
Difference in fixed assets basis		—			11,056,535
Others		—			1,152,928

Total Deferred Tax Assets		7,148,498			32,323,330
Valuation allowance on deferred tax assets		(5,881,005	)		(18,278,239	)

Net deferred tax assets	$	1,267,493		$	14,045,091


Classified as:
Current deferred tax assets		483,504			3,651,221
Non-current deferred tax assets		783,989			10,393,870

Deferred tax liabilities:
Difference in intangible asset basis		11,580,681			2,839,571

Unbilled revenue		—			10,881,604
Interest or subsidy income receivables		—			2,583,580
Others		—			1,207,705

Total deferred tax liabilities	$	11,580,681		$	17,512,460


Classified as:
Current deferred tax liabilities		—			12,077,282
Non-current deferred tax liabilities		11,580,681			5,435,178

F-29

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

As of December 31, 2009, the Group had net operating loss carry forwards of $48,313,693 that can be used against future taxable income. The net operating loss carry forwards will expire if unused in the years ending December 31, 2010 through 2014. The Group operates through multiple subsidiaries and the valuation allowance is considered on an individual subsidiary basis. Where a valuation allowance was not recorded, the Group believes that there was sufficient positive evidence to support its conclusion not to record a valuation allowance as it expects to generate sufficient taxable income in the future.

The valuation allowance in 2008 and 2009 has been increased in connection with an increase in net operating losses for which the Group believes it cannot generate future taxable income sufficient to recognize the income tax benefit.

Undistributed earnings of the Group’s PRC subsidiaries of approximately $581 million at December 31, 2009 are considered to be indefinitely reinvested and, accordingly, no provision for PRC dividend withholding tax has been provided thereon. Upon distribution of post-January 1, 2008 earnings, in the form of dividends or otherwise in the future, the Group would be subject to the then applicable PRC tax laws and regulations.

14. Net Income (loss) per Share

The following table sets forth the computation of basic and diluted income per share for the years indicated:


	Years ended December 31,
	2007		2008			2009
Income (numerator):
Net income (loss) from continuing operations	$	128,340,333	$	(688,340,078	)	$	(163,218,752	)


Net income (loss) from discontinued operations		16,789,586		(82,497,889	)		(46,513,904	)


Income attributable to Focus Media Holdings Limited Shareholders	$	144,435,549	$	(770,687,526	)	$	(213,257,044	)


Shares (denominator):
Weighted average ordinary shares outstanding used in computing basic income per share		590,387,396		643,989,522			651,654,345
Plus incremental weighted average ordinary shares from assumed conversions of stock option using treasury stock method		17,939,054		—			—


Weighted average ordinary shares outstanding used in computing diluted income per share		608,326,450		643,989,522			651,654,345


Income (loss) per share from continuing operations — basic	$	0.22	$	(1.07	)	$	(0.25	)


Income (loss) per share from continuing operations — diluted	$	0.21	$	(1.07	)	$	(0.25	)


Income (loss) per share from discontinued operations — basic	$	0.03	$	(0.13	)	$	(0.07	)


Income (loss) per share from discontinued operations — diluted	$	0.03	$	(0.13	)	$	(0.07	)


Net income per share — basic	$	0.24	$	(1.20	)	$	(0.33	)


Net income per share — diluted	$	0.24	$	(1.20	)	$	(0.33	)

For the years ended December 31, 2007, 2008 and 2009 the Group had 39,890,055, 32,840,540 and 15,642,620 share options and nil, nil and 36,448,980 restricted shares outstanding, respectively, which could

F-30

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

potentially dilute basic earnings per share in the future, but which were excluded from the computation of diluted net income per share in the years presented, as their effects would have been anti-dilutive.

15. Mainland China Contribution Plan and Profit Appropriation

Full time employees of the Group in the PRC participate in a government-mandated multiemployer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. PRC labor regulations require the Group to accrue for these benefits based on certain percentages of the employees’ salaries. The total contribution for such employee benefits was $4,354,955, $8,479,072 and $8,873,914 for the years ended December 31, 2007, 2008 and 2009, respectively.

The relevant PRC laws and regulations permit payments of dividends by the Group’s PRC subsidiaries and PRC affiliates only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, pursuant to laws applicable to entities incorporated in the PRC, the Group’s PRC subsidiaries and PRC affiliates must make appropriations from after-tax profit to non-distributable reserve funds. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires annual appropriations of 10% of after-tax profit (as determined under accounting principles generally accepted in the PRC at each year-end) until such cumulative appropriation reaches 50% of the registered capital; the other fund appropriations are at the Group’s discretion. These reserve funds can only be used for specific purposes of enterprise expansion and staff bonus and welfare and are not distributable as cash dividends. The Group’s subsidiaries have allocated annual after-tax profits to each of their respective funds in compliance with these laws and regulations. For the years ended December 31, 2007, 2008 and 2009, the Group made total appropriations of $2,122,452, $4,665,681 and $10,765,735, respectively.

As a result of these PRC laws and regulations, the Group’s PRC subsidiaries and PRC affiliates were restricted in their ability to transfer a portion of their net assets to Focus Media Holding in the form of dividends, loans or advances, which restricted portion amounted to $789,603,518 as of December 31, 2009.

16. Commitments and Contingencies

{a}Leases commitments

The Group has entered into certain leasing arrangements relating to the placement of the flat-panel television screens in various locations where the Group operates the networks and in connection with the lease of the Group’s office premises. Rental expense under operating leases for the years ending December 31, 2007, 2008 and 2009 were $81,338,172, $153,755,774, and $117,914,221, respectively.

Future minimum lease payments under non-cancelable operating lease agreements were as follows:


	For the year ended
	December 31,
2010	$	61,990,501
2011		23,226,958
2012		7,372,180
2013		2,433,990
2014 and thereafter		1,831,639

Total	$	96,855,268

{b} Legal proceedings

The Group is a defendant in ongoing lawsuits as described below:

On November 27, 2007, Eastriver Partners, Inc. filed a purported class action lawsuit in the United States District Court for the Southern District of New York against the Group and the underwriters of the Group’s offering filed in November 2007.

F-31

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

On December 21, 2007, Scott Bauer filed a purported class action lawsuit in the United States District Court for the Southern District of New York against the Group, certain of the Group’s officers and directors, and the underwriters of the Group’s offering filed in November 2007.

Both complaints allege that the Group’s registration statement on Form F-1 on November 1, 2008, as amended, and the related prospectus contained inaccurate statements of material fact. The Group has meritorious defenses to the claims alleged and intends to defend against these lawsuits vigorously. On March 29, 2010, the court issued an opinion granting the Group’s motion to dismiss. On March 30, 2010, the court entered a judgment dismissing the case. The plaintiffs filed a notice of appeal on April 29, 2010 appealing the judgment granting our motion to dismiss. The Group intends to continue to defend against these lawsuits vigorously as the Group believes they have meritorious defenses to the alleged claims.

On February 11, 2008, Ying Ping, a PRC citizen, filed an arbitration application in Beijing with China International Economic and Trade Arbitration Commission (“CIETAC”) against the Group, requesting the Group, (i) to continue to perform a Share Purchase Agreement, dated as of March 20, 2008, between Ying Ping and the Company; (ii) to pay an overdue share purchase price in the amount of $15.6 million and accrued interests thereof; and (iii) to bear their legal counsel fee in the amount of $0.3 million and other relevant arbitration costs. The CIETAC accepted Ying Ping’s application for arbitration on February 24, 2009. On March 10, 2010, the arbitration was settled. As a result, the Group agreed to pay $5.5 million to settle all claims and recorded such amount as an expense during the year ended December 31, 2009.

17. Segment Information

The Group is mainly engaged in selling advertising time slots on its network of flat-panel television advertising displays located in high traffic areas such as commercial locations and in-store network. The Group is also engaged in providing advertising services on poster frames, the Internet, on screens in movie theatres and on traditional outdoor billboards.

The Group’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. The Group uses the management approach to determine the operating segments. The management approach considers the internal organization and reporting used by the Group’s CODM for making decisions, allocating resources and assessing the performance. The Group has determined that it has five reporting segments, which are LCD display network, in-store network, poster frame network, movie theater and traditional outdoor billboards, as well as internet advertising. These segments all derive their revenues from the sale of advertising services and the sale of software and software subscription. The Group amended their segment reporting in 2009 and has reflected this change retrospectively for all periods presented.

The Group’s CODM does not assign assets to these segments. Consequently, it is not practical to show assets by reportable segment. The following table presents selected financial information relating to the Group’s segments:

F-32

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

2009:


										Movie theater
					Poster					and traditional
					frame			Internet		outdoor
	LCD		In-store		network			Advertising		billboards		Eliminations			Total
Net revenue — external	$	208,799,072	$	30,346,185	$	98,962,486		$	107,870,949	$	59,056,779	$	—		$	505,035,471

Net revenue — intersegment	$	26,383,298	$	3,523,819		994,136			—		1,056,743		(31,957,996	)		—


Total net revenues		235,182,370		33,870,004		99,956,622			107,870,949		60,113,522		(31,957,996	)		505,035,471

Total cost of revenue		98,531,333		24,169,858		102,728,558			98,720,859		46,941,541		(31,957,996	)		339,134,153


Gross profit		136,651,037		9,700,146		(2,771,936	)		9,150,090		13,171,981		—			165,901,318

2008:


										Movie theater
						Poster				and traditional
						frame		Internet		outdoor
	LCD		In-store			network		Advertising		billboards		Eliminations			Total
Net revenue — external	$	243,126,818	$	60,719,416		$	146,750,583	$	114,560,302	$	77,177,914	$	—		$	642,335,033

Net revenue — intersegment		78,503,687					2,812,586		—		—		(81,316,273	)		—


Total net revenues		321,630,505	$	60,719,416			149,563,169		114,560,302		77,177,914		(81,316,273	)		642,335,033

Total cost of revenue		138,454,375	$	61,833,679			80,804,333		89,287,994		58,169,933		(81,316,273	)		347,234,041


Gross profit		183,176,130		(1,114,263	)		68,758,836		25,272,308		19,007,981		—			295,100,992

2007:


									Movie theater
					Poster				and traditional
					frame		Internet		outdoor
	LCD		In-store		network		Advertising		billboards		Eliminations			Total
Net revenue — external	$	184,642,588	$	27,444,339	$	85,471,959	$	75,363,964	$	37,304,970	$	—		$	410,227,820

Net revenue — intersegment		741,764				770,168		—		—		(1,511,932	)		—


Total net revenues		185,384,352		27,444,339		86,242,127		75,363,964		37,304,970		(1,511,932	)		410,227,820

Total cost of revenue		53,418,168		23,502,160		28,086,215		52,463,441		28,506,809		(1,511,932	)		184,464,861


Gross profit		131,966,184		3,942,179		58,155,912		22,900,523		8,798,161		—			225,762,959

Major Customers

As of and for the years ended December 31, 2007, 2008 and 2009, there were no customers who accounted for 10% or more of the Group’s net revenues or accounts receivables.

F-33

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

Major Service lines

The Group derives revenues from the following major service lines:


	For the years ended December 31
	2007					2008					2009
			% of total					% of total					% of total
	$		revenue			$		revenue			$		revenue
	(in thousand of U.S. dollars, except percentages)
Net revenue
LCD display network	$	183,528,204		44.7	%	$	239,504,938		37.3	%	$	208,498,537		41.3	%
In-store network		27,444,339		6.7	%		60,719,416		9.5	%		30,346,185		6.0	%
Poster frame network		85,471,959		20.8	%		146,750,583		22.8	%		98,962,486		19.6	%
Internet advertising		75,363,964		18.4	%		114,560,302		17.8	%		107,870,949		21.4	%

Movie theater & Traditional outdoor billboards		37,304,970		9.1	%		77,177,914		12.0	%		59,056,779		11.6	%


Advertising service revenue		409,113,436		99.7	%		638,713,153		99.4	%		504,734,936		99.9	%
Equipment revenue		774,404		0.2	%		1,760,697		0.3	%		300,535		0.1	%
Franchise revenue		339,980		0.1	%		1,861,183		0.3	%		—		—


Total net revenue	$	410,227,820		100.0	%	$	642,335,033		100.0	%	$	505,035,471		100.0	%

18. Related Party Transactions

Details of advertising service revenue from related parties for the years ended December 31, 2007, 2008 and 2009 for the Group is as follows:


		Year ended December 31,
Name of related parties	Director interested	2007		2008			2009
Shanghai Everease Advertising & Communication Ltd.	Jason Nanchun Jiang	$	3,132,954	$	(132,116	)	$	—
Multimedia Park Venture Capital	Jimmy Wei Yu		104		—			—
Shanghai Shengchu Advertising Agency Co., Ltd.	Jimmy Wei Yu		44,542		—			—
CTV Golden Bridge International Media Co., Ltd.	Daqing Qi		—		—			277,749
Sina.com	Charles Cao		1,095,814		1,637,297			548,988
Sohu.com	Daqing Qi		608,150		2,002,839			438,536
Home-Inn	Neil Nanpeng Shen		82,356		256,690			89,076
Ctrip.com	Neil Nanpeng Shen		—		69,863			486,263
51.com	Neil Nanpeng Shen		19,611		718			—
Qihoo.com	Neil Nanpeng Shen		12,151		48,385			38,008
UUSEE	Neil Nanpeng Shen		27,789		78,572			—
Aikong.com	Jason Nanchun Jiang		—		56,190			—
Giant Interactive Group Inc.	Jason Nanchun Jiang		—		4,153,948			368,242
China Vanke Co., Ltd.	Daqing Qi		—		909,775			459,376
Beijing Huayi Brothers	Jason Nanchun Jiang		—		43,561			—
Tea Care Group Ltd.	Fuming Zhuo		—		—			292,606
Yadu Huang Ke Technology Co., Ltd.	Fuming Zhuo		243,628		87,638			—
Focus Technology Co., Ltd.	Fuming Zhuo		—		—			43,200

Total		$	5,267,099	$	9,213,360		$	3,042,044

Details of advertising space leasing costs charged, net of rebates, to the Group by related parties for the years ended December 31, 2007, 2008 and 2009 were as follows:


		Year ended December 31,
Name of related parties	Director interested	2007		2008		2009
Sina.com	Charles Cao	$	24,755,004	$	50,294,367	$	28,635,023
Sohu.com	Daqing Qi		14,596,893		39,061,219		17,208,874
Ctrip.com	Neil Nanpeng Shen		130,230		343,546		146,356
51.com	Neil Nanpeng Shen		204,612		887,603		195,376
Qihoo.com	Neil Nanpeng Shen		305,413		847,021		109,564
UUSEE	Neil Nanpeng Shen		15,929		306,899		—
E-House(China) Holdings Limited	Neil Nanpeng Shen		2,008		—		—
StormNet Information Technology	David Zhang		—		—		21,928

Total		$	40,010,089	$	91,740,655	$	46,317,121

F-34

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

Details of amounts due from related parties as of December 31, 2008 and 2009 are as follows:

December 31

Name of related parties

Note

Director interested

2008

2009

Shanghai Everease Advertising & Communication Ltd.

(a)

Jason Nanchun Jiang

4,136

—

Multimedia Park Venture Capital

(a)

Jimmy Wei Yu

232,399

—

Sina.com

(a)

Charles Cao

2,183,809

570,113

Sohu.com

(a)

Daqing Qi

4,905,642

2,685,730

Ctrip.com

(a)

Neil Nanpeng Shen

49,401

(293

)

51.com

(a)

Neil Nanpeng Shen

215,854

—

UUSEE

(a)

Neil Nanpeng Shen

18,937

—

Tea Care Group Ltd.

(a)

Fuming Zhuo

—

21,475

China Vanke Co., Ltd.

(a)

Daqing Qi

—

7,379

Home-Inn

(a)

Neil Nanpeng Shen

23,838

—

Yadu Huang Ke Technology Co., Ltd.

(a)

Fuming Zhuo

146,033

—

Qihoo.com

(a)

Neil Nanpeng Shen

53,724

—

Giant Interactive Group, Inc.

(a)

Jason Nanchun Jiang

174,079

—

Total

8,007,852

3,284,404


Note (a) — These amounts represent trade receivables for advertising services provided.

Details of amounts due to related parties as of December 31, 2008 and 2009 are as follows:

December 31,

Name of related parties

Note

Director interested

2008

2009

Sina.com

(b)

Charles Cao

11,586,228

2,126,612

Sohu.com

(b)

Daqing Qi

3,039,075

—

51.com

(b)

Neil Nanpeng Shen

554,326

32,871

UUSEE

(b)

Neil Nanpeng Shen

151,197

—

Home-Inn

(b)

Neil Nanpeng Shen

—

StormNet Information Technology

(b)

David Zhang

—

54,376

Qihoo.com

(b)

Neil Nanpeng Shen

129,427

158

Giant Interactive Group Inc.

(b)

Jason Nanchun Jiang

146,314

Ctrip.com

(b)

Neil Nanpeng Shen

80,543

16,877

Total

15,687,110

2,230,894


Note (b) — The amounts represent trade payables for advertising services purchased.

Other related party transactions

Jimmy Yu resigned his directorship in September 2009. For each of the years ended December 31, 2007, 2008 and the nine months ended September 30, 2009, office rentals paid to Multimedia Park Venture Capital, of which Mr. Yu was the CEO, amounted to $690,018, $870,718 and $612,817, respectively.

As described in Note 12, on November 18, 2009, the Company issued $75 million ordinary shares to Jason Nanchun Jiang for proceeds of $142,425,000.

F-35

FOCUS MEDIA HOLDING LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars except share data and unless otherwise stated)

Financial Information of Parent Company

STATEMENTS OF CASH FLOWS


	For the years ended December 31,
	2007			2008			2009
	(In U.S. dollars)
Operating activities:
Net income (loss)	$	144,435,549		$	(770,687,526	)	$	(213,257,044	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Share-based compensation		21,454,298			42,615,166			66,503,134
Amortization of intangibles		640,311			718,159			2,484,457
Loss on disposal of an equity method investment		—			430,438			—
Equity in earnings (losses) of subsidiaries and affiliates		(168,944,271	)		750,099,714			170,953,413
Settlement of disputed liabilities		—			—			(2,067,350	)
Changes in assets and liabilities:
Prepaid expenses and other current assets		(4,067	)		(4,988,211	)		5,930,983
Amounts due from related parties		(214,163,151	)		220,239,255			19,555,792
Accrued expenses and other current liabilities		2,888,470			(18,909,819	)		(41,508,783	)

Net cash (used in) provided by operating activities	$	(213,692,861	)	$	219,517,176		$	8,594,602


Investing activities:
Investments in subsidiaries and affiliates		(100,154,828	)		(169,274,112	)		(100,210,612	)
Deposit paid to acquire subsidiaries		(69,268,608	)		(12,155,299	)		—
Purchase of intangibles		—			—			(3,801,795	)
Issuance of loan receivable		(30,000,000	)		—			—

Net cash used in investing activities	$	(199,423,436	)	$	(181,429,411	)	$	(104,012,407	)


Financing activities:
Proceeds from issuance of ordinary shares, net of issuance costs of $6,207,107, $2,135,480 and $nil in 2007, 2008 and 2009, respectively	$	427,444,711		$	—		$	142,425,000
Proceeds from issuance of ordinary shares pursuant to share option plans		19,560,220			10,711,301			2,074,025
Share repurchase		—			(47,500,211	)		—

Net cash provided by financing activities	$	447,004,931		$	(36,788,910	)	$	144,499,025

Net increase in cash and cash equivalents		33,888,634			1,298,855			49,081,220
Cash and cash equivalents, beginning of year		37,483,101			71,371,735			72,670,590

Cash and cash equivalents, end of year	$	71,371,735		$	72,670,590		$	121,751,810


Note to Schedule 1

		Schedule 1 has been provided pursuant to the requirements of Rule 12-04(a) and 4-08(e)(3) of Regulation S-X, which require condensed financial information as to the financial position, results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated and unconsolidated subsidiaries together exceed 25% of consolidated net assets as of the end of the most recently completed fiscal year. As of December 31, 2009, $789,603,518 was not available for distribution and as such, the condensed financial information of Focus Media Holding Limited has been presented for the year ended December 31, 2009.

F-39


	SALE PRICE
	HIGH		LOW
	US$		US$
MONTHLY HIGHS AND LOWS
2009 (starting April 1)
April		7.33		6.20
May		8.83		6.30
June		9.39		6.52
July		8.98		7.37
August		9.95		8.35
September		11.54		8.59
October		15.31		10.43
November		14.29		12.07
December		17.49		12.65
2010
January		17.88		12.26
February		15.69		12.82
March		18.72		14.35
April		18.48		16.68
May		17.18		14.36
June		17.40		14.60
July		18.21		14.82
August		19.49		17.38
September		24.68		19.00
October		25.54		22.41
November		27.27		23.01
December (through December 7)		24.12		22.97


	Page

SUPPLEMENTAL INFORMATION		1
FORWARD-LOOKING STATEMENTS IN THIS ANNUAL REPORT MAY NOT BE REALIZED		2
PART I		2
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		2
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE		3
ITEM 3. KEY INFORMATION		3
ITEM 4. INFORMATION ON THE COMPANY		38
ITEM 4A. UNRESOLVED STAFF COMMENTS		56
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS		56
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		91
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		98
ITEM 9. THE OFFER AND LISTING		105
ITEM 10. ADDITIONAL INFORMATION		106
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		116
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		116
PART II		117
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		117
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		117
ITEM 15. CONTROLS AND PROCEDURES		118
ITEM 16.		121
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT		121
ITEM 16B. CODE OF ETHICS		121
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES		121
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		121
ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		122
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		122
ITEM 16G. CORPORATE GOVERNANCE		122
PART III		123
ITEM 17. FINANCIAL STATEMENTS		123
ITEM 18. FINANCIAL STATEMENTS		123
ITEM 19. EXHIBITS
EX-12.1
EX-12.2
EX-13.1
EX-13.2
EX-23.1
EX-23.2
EX-23.3


*		Previously filed with the Company’s registration statement on Form F-1 (File No.: 333-146913), dated October 24, 2007 and incorporated by reference herein.

**		Previously filed with the Company’s registration statement on Form F-1 (File No.: 333-125785), dated June 14, 2005 and incorporated by reference herein.

†		Previously filed with the Company’s registration statement on Form F-6 (File No. 333-142820), dated April 2, 2007.

***		Previously filed with the Company’s amended registration statement on Form F-1/A (File No.: 333-131065), dated January 23, 2006 and incorporated by reference herein.

^∞		Previously filed with the Company’s registration statement on Form F-1 (File No.: 333-134714), dated June 2, 2006 and incorporated by reference herein.

^α		Previously filed with the Company’s annual report on Form 20-F for the year ended December 31, 2009 and incorporated by reference herein.

^β		Previously filed with the Company’s annual report on Form 20-F for the year ended December 31, 2006 and incorporated by reference herein and incorporated by reference herein.

^γ		Previously filed with the Company’s annual report on Form 20-F for the year ended December 31, 2008 and incorporated by reference herein.

^δ		Previously filed with the Company’s amendment to the annual report on Form 20-F dated September 7, 2010 and incorporated by reference herein.

^Ω		Previously filed with the Company’s report on Form 6-K (File No.: 000-51387), dated September 8, 2010 and incorporated by reference herein.

††		Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 24b-2 promulgated under the Securities Exchange Act, which portions are omitted and filed separately with the Securities and Exchange Commission.


Focus Media Holding Limited
By:	/s/ Jason Nanchun Jiang
	Name:	Jason Nanchun Jiang
	Title:	Chairman and Chief Executive Officer


			Pages
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets as of December 31, 2008 and 2009			F-3
Consolidated Statements of Operations for the Years Ended December 31, 2007, 2008 and 2009			F-4
Consolidated Statements of Changes in Equity and Comprehensive Income (Loss) for the Years Ended December 31, 2007, 2008 and 2009			F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2008 and 2009			F-6
Notes to the Consolidated Financial Statements			F-8
Additional Information — Financial Statement Schedule I			F-37

1.		I have reviewed this annual report on Form 20-F/A of Focus Media Holding Limited, as amended;

2.		Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.		Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.		The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

	(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)		Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)		Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.



By:	/s/ Kit Leong Low
	Name:	Kit Leong Low
	Title:	Chief Financial Officer


*		A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.