UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 82002 / November 2, 2017

ADMINISTRATIVE PROCEEDING

File No. 3-16852

___________________________________

 :

In the Matter of :

 : NOTICE OF PROPOSED PLAN OF

Focus Media Holding : DISTRIBUTION AND OPPORTUNITY

Limited and Jason Jiang : FOR COMMENT

:

:

Respondents. :

___________________________________ :

Notice is hereby given, pursuant to Rule 1103 of the United States Securities and 

Exchange Commission’s (“Commission”) Rules on Fair Fund and Disgorgement Plans, 

17 C.F.R. § 201.1103, that the Division of Enforcement has submitted to the Commission a 

proposed Plan of Distribution (the “Plan”) for the distribution of monies paid by Focus Media 

Holding Limited (“Focus Media”) and Jason Jiang (“Jiang”) (collectively, the “Respondents”)

in the above-captioned matter.

On September 30, 2015, the Commission issued an Order Instituting Cease-and-Desist 

Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the 

Securities Exchange Act of 1934, Making Findings and Imposing a Cease-and-Desist Order 

(“Order”)1against Respondents. The Commission determined that Focus Media and its 

founder and Chief Executive Officer Jiang failed to disclose accurate information concerning 

Focus Media’s partial sale of securities in its wholly-owned subsidiary Allyes Online Media 

Holdings Ltd. (“Allyes”) to certain Allyes and Focus Media insiders and Focus Media sold 

their interests in Allyes to a private equity firm based on a valuation nearly six times the 

valuation that had been used to determine the price the Allyes and Focus Media insiders had 

paid. The Order required Respondents to pay a total of $55,627,865.43 in disgorgement, 

prejudgment interest, and civil money penalties to the Commission and created a Fair Fund,

pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended (“Fair Fund”).

In total, $55,627,865.43 was paid into the Fair Fund. The Fair Fund is subject to the 

continuing jurisdiction and control of the Commission and has been deposited into an interestbearing account at the United States Department of Treasury.

 

1

 Securities Act Rel. No. 9933 (Sept. 30, 2015).
2

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested persons are advised that they may obtain a copy 

of the Plan from the Commission’s public website at 

http://www.sec.gov/litigation/fairfundlist.htm. Interested persons may also obtain a written 

copy of the Plan by submitting a written request to Adriene Mixon, Assistant Chief Litigation 

Counsel, United States Securities and Exchange Commission, 444 South Flower Street, Suite 

900, Los Angeles, CA 90071. All persons who desire to comment on the Plan may submit 

their comments, in writing, no later than thirty (30) days from the date of this Notice:

1. to the Office of the Secretary, United States Securities and Exchange 

Commission, 100 F Street, NE, Washington, DC 20549-1090;

2. by using the Commission’s Internet comment form 

(http://www.sec.gov/litigation/admin.shtml); or 

3. by sending an e-mail to rule-comments@sec.gov.

Comments submitted should include “Administrative Proceeding File No. 3-16852” in the 

subject line. Comments received will be publicly available. Persons should submit only 

information that they wish to make publicly available.

THE PLAN

The Fair Fund is currently comprised of the disgorgement, prejudgment interest, and 

civil penalties totaling $55,627,865.43 paid by the Respondents, plus any accumulated 

interest, less any federal, state, or local taxes paid to date. The Plan provides for distribution 

of the Fair Fund to investors, who suffered a net loss. The Plan proposes to distribute the Net 

Fair Fund2in accordance with the methodology described in the Plan.

For the Commission, by its Secretary, pursuant to delegated authority. 

Brent J. Fields

Secretary

 

2

 All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.