Exhibit 4.27
 SHAREHOLDERS AGREEMENT
  FOCUS MEDIA HOLDING LIMITED
 JJ MEDIA INVESTMENT HOLDING LIMITED
 FRONT LEAD INVESTMENTS LIMITED
 LIMIN LI
  VISIONCHINA MEDIA INC.




---



##### 



TABLE OF CONTENTS
 PageARTICLE I CERTAIN DEFINITIONS
    
    
    1Defined Terms
    
    
    1Interpretation and Rules of Construction
    
    
    5ARTICLE II governance matters
    
    
    5Board of Directors
    
    
    5ARTICLE III RESTRICTIONS ON TRANSFER
    
    
    7Transfer Restrictions on Common Shares
    
    
    7Permitted Transfers of Common Shares
    
    
    8Right of First Offer with Respect to Transfers
by the Existing Shareholder, the Controller of the Existing Shareholder
and the Focus Shareholder
    
    
    10Right of First Offer with Respect to Transfers by the JJ Media Shareholder
    
    
    11ARTICLE IV TERM AND TERMINATION
    
    
    13Term
    
    
    13Termination by Focus Shareholder or JJ Media Shareholder
    
    
    13Termination by Existing Shareholder, Controller, or the Company
    
    
    14Defaulting Party
    
    
    14ARTICLE V GOVERNING LAW; ARBITRATION
    
    
    14Governing Law
    
    
    14Arbitration
    
    
    14ARTICLE VI MISCELLANEOUS
    
    
    15Entire Agreement; Amendments
    
    
    15Waiver
    
    
    15Assignment
    
    
    15Severability
    
    
    15Remedies
    
    
    16Headings
    
    
    16Notices
    
    
    16Further Assurances
    
    
    18Counterparts
    
    
    18
 - i -




---



##### 



SHAREHOLDERS AGREEMENT
 THIS SHAREHOLDERS AGREEMENT Agreement Company Focus Shareholder JJ Media Shareholder Existing Shareholder Party Parties
 RECITALS
 WHEREAS Securities Purchase Agreement Common Shares
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 ARTICLE I  CERTAIN DEFINITIONS
 Defined Terms
 Affiliate
 Affiliate Transferee
 Agreement
 - 1 -




---



##### 



Articles of Association
 Beneficial Owner Beneficially Own
 Board of Directors
 Business Day
 Closing
 Common Shares
 Company
 control controlled by under common control with provided Schedule 1
 Controller Schedule 1
 Controller Affiliate Transferee
 Defaulting Party
 Dispute
 Exchange
 Exchange Act
 Existing Shareholder
 Existing Shareholder RFO Exercise Notice
 Existing Shareholder RFO Notice
 - 2 -




---



##### 



Existing Shareholder RFO Response Period
 Existing Shareholder Right of First Offer
 Focus Shareholder
 Focus Group Shareholder
 Focus Nominee
 Focus RFO Exercise Notice
 Focus RFO Notice
 Focus RFO Response Period
 Focus Right of First Offer
 Governmental Authority
 HKIAC
 Immediate Family Member
 JJ Media Shareholder
 JJ Media RFO Common Shares
 JJ Media RFO Purchase Period
 JJ Media Transfer Shares
 Law
 - 3 -




---



##### 



Lien
 Lock Up Period
 Party Parties
 Permitted Transfer
 Person
 PRC
 RFO Common Shares
 RFO Exercise Notice
 RFO Notice
 RFO Offeror
 RFO Purchase Period
 RFO Response Period
 Right of First Offer
 Securities Purchase Agreement
 Shareholders
 Transfer Transferred
 Transfer Period
 UNCITRAL Rules
 U.S. Dollars US$
 - 4 -




---



##### 



Interpretation and Rules of Construction
           ARTICLE II  GOVERNANCE MATTERS
 Board of Directors
 Board of Directors
 - 5 -




---



##### 



Focus
Nominee
    - 6 -




---



##### 



ARTICLE III  RESTRICTIONS ON TRANSFER
 Transfer Restrictions on Common Shares
 Lock Up Period
 Existing Shareholder Restrictive Period
 Focus Shareholder Restrictive Period
  - 7 -




---



##### 



JJ Media
Shareholder Restrictive Period
  Permitted Transfers of Common Shares Permitted Transfer
 Affiliate
Transferee provided
      - 8 -




---



##### 



Controller Affiliate Transferee provided
          - 9 -




---



##### 



Right of First Offer with Respect to Transfers by the Existing Shareholder, the
Controller of the Existing Shareholder and the Focus Shareholder
 RFO Offeror
 RFO Notice RFO
Holder RFO Common Shares
 Right of First Offer RFO Exercise
Notice RFO Response Period
 RFO Purchase
Period provided however ,
 - 10 -




---



##### 



Transfer Period provided provided
 Right of First Offer with Respect to Transfers by the JJ Media Shareholder
  Focus RFO Notice JJ Media RFO Common Shares
 - 11 -




---



##### 



Focus Right of First
Offer Focus RFO Exercise Notice Focus RFO Response Period
 Existing
Shareholder RFO Notice
 Existing Shareholder
Right of First Offer Existing Shareholder RFO Exercise Notice Existing Shareholder RFO
Response Period
 JJ Media
RFO Purchase Period provided however ,
 - 12 -




---



##### 



JJ Media Transfer Period provided provided
 ARTICLE IV  TERM AND TERMINATION
 Term
 Termination by Focus Shareholder or JJ Media Shareholder
 - 13 -




---



##### 



Termination by Existing Shareholder, Controller, or the Company
 Defaulting Party Defaulting Party
    ARTICLE V  GOVERNING LAW; ARBITRATION
 Governing Law
 Arbitration Dispute
 HKIAC UNCITRAL Rules
 - 14 -




---



##### 



ARTICLE VI  MISCELLANEOUS
 Entire Agreement; Amendments
 Waiver
 Assignment
 Severability
 - 15 -




---



##### 



Remedies
 Headings
 Notices
  
 - 16 -




---



##### 



- 17 -




---



##### 



Further Assurances
 Counterparts
 [Signatures Begin On Next Page]
 - 18 -




---



##### 



FOCUS MEDIA HOLDING LIMITEDBy:
    
    /s/ Jason Nanchun Jiang

Name: Jason Nanchun JiangTitle: Chief Executive OfficerJJ MEDIA INVESTMENT HOLDING LIMITEDBy:
    
    /s/ Jason Nanchun Jiang

Name: Jason Nanchun JiangTitle: DirectorFRONT LEAD INVESTMENTS LIMITEDBy:
    
    /s/ Limin Li

Name: Limin LiTitle:LIMIN LIBy:
    
    /s/ Limin LiVISIONCHINA MEDIA INC.By:
    
    /s/ Limin Li

Name: Limin LiTitle: Chief Executive Officer