UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 AMENDMENT
NO. 5
 TO
 FORM 20-F
 
 (Mark One)
 o
    
    Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
 or
 þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2009
 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from                      to
 or
 o
    
    Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Date of event requiring this shell company report
 Commission file number 001-33821
 
 VisionChina Media Inc.
 (Exact Name of Registrant as Specified in Its Charter)
 
 Cayman Islands
(Jurisdiction of Incorporation or Organization)
 1/F Block No.7 Champs Elysees
Nongyuan Road, Futian District
Shenzhen 518040
Peoples Republic of China
(Address of Principal Executive Offices)
 Limin Li, telephone: (86 755) 8293-2222; fax: (86 755) 8298-1111
At the address of the Company set forth above
(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 RegisteredCommon Shares, par value US$0.0001 per share
    
    Nasdaq Global Market*American Depositary Shares, each representing one Common Share
    
    Nasdaq Global Market
 Securities registered or to be registered pursuant to Section 12(g) of the Act:
 None
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 None
 
  72,140,684 Common 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
 o þ
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
  U.S. GAAP þ
    
    International Financial Reporting Standards as issued by the International Accounting Standards Board o
    
    o Other
  o o
 o þ
  o o
 
 *
    
    Not for trading, but only in connection with the listing on the Nasdaq Global Market of the
American Depositary Shares




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EXPLANATORY NOTE




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Item 19.
    
    Exhibits
 ExhibitNumber
    
    Description of Document1.1
    
    Memorandum and Articles of Association of VisionChina Media Inc.
(incorporated by reference to Exhibit 3.1 from our F-1 registration
statement (File No. 333-147275), as amended, initially filed with the
Commission on November 9, 2007)1.2
    
    Form of Second Amended and Restated Memorandum and Articles of Association
of VisionChina Media Inc. (incorporated by reference to Exhibit 3.2 from
our F-1 registration statement (File No. 333-147275), as amended,
initially filed with the Commission on November 9, 2007)2.1
    
    Specimen Certificate for Common Shares of VisionChina Media Inc.
(incorporated by reference to Exhibit 4.2 from our F-1 registration
statement (File No. 333-147275), as amended, initially filed with the
Commission on November 9, 2007)2.2
    
    Form of American Depositary Receipt of VisionChina Media Inc.
(incorporated by reference to Exhibit 4.1 from our F-1 registration
statement (File No. 333-147275), as amended, initially filed with the
Commission on November 9, 2007)2.3
    
    Form of Deposit Agreement among VisionChina Media Inc., the depositary and
owners and beneficial owners of the American Depositary Receipts
(incorporated by reference to Exhibit 4.3 from our F-1 registration
statement (File No. 333-147275), as amended, initially filed with the
Commission on November 9, 2007)4.1
    
    Share Purchase Agreement, dated April 12, 2006, in respect of the sale of
Series A preferred shares of the Registrant (incorporated by reference to
Exhibit 4.4 from our F-1 registration statement (File No. 333-147275), as
amended, initially filed with the Commission on November 9, 2007)4.2
    
    Share Purchase Agreement, dated March 9, 2007, in respect of the sale of
Series B preferred shares of the Registrant (incorporated by reference to
Exhibit 4.5 from our F-1 registration statement (File No. 333-147275), as
amended, initially filed with the Commission on November 9, 2007)4.3
    
    Shareholders Agreement, dated April 12, 2006, among the Registrant and
certain investors in Registrants Series A preferred shares (incorporated
by reference to Exhibit 4.6 from our F-1 registration statement (File No.
333-147275), as amended, initially filed with the Commission on November
9, 2007)4.4
    
    Amended and Restated Shareholders Agreement, dated March 9, 2007, among
the Registrant and certain investors in Registrants Series A preferred
shares and certain investors in Registrants Series B preferred shares
(incorporated by reference to Exhibit 4.7 from our F-1 registration
statement (File No. 333-147275), as amended, initially filed with the
Commission on November 9, 2007)4.5
    
    Amendment No. 1 to the Amended and Restated Shareholders Agreement, dated
November 8, 2007, among the same parties (incorporated by reference to
Exhibit 4.8 from our F-1 registration statement (File No. 333-147275), as
amended, initially filed with the Commission on November 9, 2007)4.6
    
    Registrants 2006 Share Incentive Plan (initially filed with the
Commission on November 9, 2007)4.7
    
    Form of Indemnification Agreement with the Registrants directors
(incorporated by reference to Exhibit 10.2 from our F-1 registration
statement (File No. 333-147275), as amended, initially filed with the
Commission on November 9, 2007)




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ExhibitNumber
    
    Description of Document4.8
    
    Translation of Loan Agreement dated February 15, 2007 among China Digital
Technology Consulting (Shenzhen) Co., Ltd. and Limin Li and Yanqing Liang.
(incorporated by reference to Exhibit 10.3 from our F-1 registration
statement (File No. 333-147275), as amended, initially filed with the
Commission on November 9, 2007)4.9
    
    Translation of Loan Agreement dated March 31, 2006 among China Digital
Technology Consulting (Shenzhen) Co., Ltd. and Limin Li and Yanqing Liang.
(incorporated by reference to Exhibit 10.4 from our F-1 registration
statement (File No. 333-147275), as amended, initially filed with the
Commission on November 9, 2007)4.10
    
    Translation of Technology Service and Management Agreement dated February
15, 2007 between China Digital Technology Consulting (Shenzhen) Co., Ltd.
and China Digital Mobile Television Co., Ltd. (incorporated by reference
to Exhibit 10.5 from our F-1 registration statement (File No. 333-147275),
as amended, initially filed with the Commission on November 9, 2007)4.11
    
    Translation of Technology Service and Management Agreement dated March 31,
2006 between China Digital Technology Consulting (Shenzhen) Co., Ltd. and
China Digital Mobile Television Co., Ltd. (incorporated by reference to
Exhibit 10.6 from our F-1 registration statement (File No. 333-147275), as
amended, initially filed with the Commission on November 9, 2007)4.12
    
    Translation of Domain Name License Agreement dated February 15, 2007
between China Digital Technology Consulting (Shenzhen) Co., Ltd. and China
Digital Mobile Television Co., Ltd. (incorporated by reference to Exhibit
10.7 from our F-1 registration statement (File No. 333-147275), as
amended, initially filed with the Commission on November 9, 2007)4.13
    
    Translation of Domain Name License Agreement dated March 31, 2006 between
China Digital Technology Consulting (Shenzhen) Co., Ltd. and China Digital
Mobile Television Co., Ltd. (incorporated by reference to Exhibit 10.8
from our F-1 registration statement (File No. 333-147275), as amended,
initially filed with the Commission on November 9, 2007)4.14
    
    Translation of Option Agreement dated February 15, 2007 among China
Digital Technology Consulting (Shenzhen) Co., Ltd. and Limin Li and
Yanqing Liang. (incorporated by reference to Exhibit 10.9 from our F-1
registration statement (File No. 333-147275), as amended, initially filed
with the Commission on November 9, 2007)4.15
    
    Translation of Option Agreement dated March 31, 2006 among China Digital
Technology Consulting (Shenzhen) Co., Ltd. and Limin Li and Yanqing Liang.
(incorporated by reference to Exhibit 10.10 from our F-1 registration
statement (File No. 333-147275), as amended, initially filed with the
Commission on November 9, 2007)4.16
    
    Translation of Proxy Letter dated March 31, 2006 and Amendment to Proxy
Letter dated February 15, 2007 of Limin Li. (incorporated by reference to
Exhibit 10.11 from our F-1 registration statement (File No. 333-147275),
as amended, initially filed with the Commission on November 9, 2007)4.17
    
    Translation of Proxy Letter dated March 31, 2006 and Amendment to Proxy
Letter dated February 15, 2007 of Yanqing Liang (incorporated by reference
to Exhibit 10.12 from our F-1 registration statement (File No.
333-147275), as amended, initially filed with the Commission on November
9, 2007)




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ExhibitNumber
    
    Description of Document4.18
    
    Translation of Equity Pledge Agreement dated February 15, 2007 among China
Digital Technology Consulting (Shenzhen) Co., Ltd. and Limin Li and
Yanqing Liang (incorporated by reference to Exhibit 10.13 from our F-1
registration statement (File No. 333-147275), as amended, initially filed
with the Commission on November 9, 2007)4.19
    
    Translation of Equity Pledge Agreement dated March 31, 2006 among China
Digital Technology Consulting (Shenzhen) Co., Ltd. and Limin Li and
Yanqing Liang (incorporated by reference to Exhibit 10.14 from our F-1
registration statement (File No. 333-147275), as amended, initially filed
with the Commission on November 9, 2007)4.20
    
    Translation of Cooperation Agreement dated October 13, 2006 between China
Digital Mobile Television Co., Ltd. and Beijing Beiguang Media Mobile
Television Co., Ltd. (incorporated by reference to Exhibit 10.15 from our
F-1 registration statement (File No. 333-147275), as amended, initially
filed with the Commission on November 9, 2007)4.21
    
    Translation of Advertising Time on Bus Mobile Television Platform in
Shenzhen Exclusive Agency Agreement dated December 31, 2006 between China
Digital Mobile Television Co., Ltd. and Shenzhen Mobile Television Co.,
Ltd. (incorporated by reference to Exhibit 10.16 from our F-1 registration
statement (File No. 333-147275), as amended, initially filed with the
Commission on November 9, 2007)4.22
    
    Amended and Restated Agreement and Plan of Merger dated November 16, 2009,
among VisionChina Media Inc., Vision Best Limited, Digital Value Holdings
Limited, Digital Media Group Company Limited and the Shareholder
Representative4.23
    
    Registration Rights Agreement dated as of November 16, 2009 among
VisionChina Media Inc. and the investors signatories thereto4.24
    
    Translation of RMB Loan Agreement, dated as of December 3, 2009, between
VisionChina Media Group Inc., and Bank of China, Shenzhen Branch4.25
    
    Translation of Guarantee Contract between VisionChina Digital Company and
Bank of China Shenzhen Branch4.26*
    
    Securities Purchase Agreement, dated as of December 30, 2010 by and among VisionChina
Media Inc., Focus Media Holding Limited and the other investors named therein4.27*
    
    Shareholders Agreement, dated as of January 13, 2011 by and among Focus Media Holding
Limited, JJ Media Investment Holding Limited, Front Lead Investments Limited, Limin Li, and VisionChina Media Inc.4.28
    
    Registration Right Agreement, dated as of January 13, 2011 by and among VisionChina Media
Inc., Focus Media Holding Limited, JJ Media Investment Holding Limited, and Front Lead Investments
Limited8.1
    
    List of Subsidiaries11.1
    
    Code of Business Conduct and Ethics (incorporated by reference to Exhibit
99.1 from our F-1 registration statement (File No. 333-147275), as
amended, initially filed with the Commission on November 29, 2007)12.1*
    
    CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200212.2*
    
    Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200213.1*
    
    CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200213.2*
    
    Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200223.1
    
    Consent of Independent Registered Public Accounting Firm
 
 *
    
    Filed with this annual report




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SIGNATURES
  VISIONCHINA MEDIA INC.By
    /s/ Limin LiName:
    Limin LiTitle:
    Chairman and Chief Executive Officer