<PAGE>
                                                                       Ex. 10.44

Confidential

                           SHAREHOLDERS' VOTING RIGHTS

                                 PROXY AGREEMENT

                                      AMONG

                  SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.

                         SHANGHAI FOCUS MEDIA CO., LTD.

                SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY CO., LTD

                                       AND

               LOCAL ADVERTISEMENT COMPANIES LISTED IN APPENDIX I

                                JANUARY 13, 2006

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                   SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENT

This SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENT (this "AGREEMENT") is entered
into as of January 13, 2006 by and among the following Parties:

(1)  SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (hereinafter "FOCUS MEDIA
     ADVERTISEMENT")

     REGISTERED ADDRESS: F Room 1003, No.1027, Changning Road, Changning
                         District, Shanghai
     LEGAL REPRESENTATIVE: Jason Nanchun Jiang

(2)  SHANGHAI FOCUS MEDIA CO., LTD.(HEREINAFTER "FOCUS MEDIA")

     REGISTERED ADDRESS: Room A65, 28 Floor, No.369, Jiangsu Road, Changning
                         District, Shanghai
     LEGAL REPRESENTATIVE: Jason Nanchun Jiang

(3)  SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY CO., LTD (HEREINAFTER "FRAMEDIA
     INVESTMENT")

     REGISTERED ADDRESS: Room 1, 17 Lan, Hengshan Rd., Shanghai
     LEGAL REPRESENTATIVE: Jason Nanchun Jiang

(4)  THE LOCAL ADVERTISEMENT COMPANIES LISTED IN APPENDIX I TO THE AGREEMENT.

(The above Parties hereinafter each referred to as a "PARTY" individually, and
collectively, the "PARTIES". Among them, Focus Media Advertisement and Focus
Media hereinafter referred to as a "SHAREHOLDER" individually, and collectively,
the "SHAREHOLDERS".)

WHEREAS:

1.   As of the date of the Agreement the Shareholders are the enrolled
     shareholders of the companies listed in Appendix I to this Agreement,
     legally holding jointly all the equity interest in the companies listed in
     Appendix I to this Agreement;

2.   The Shareholders intend to severally entrust the individual designated by
     Framedia Investment with the exercises of their voting rights in Target
     Company (as defined below) while Framedia Investment is willing to
     designate such an individual.

The Parties hereby have reached the following agreement upon friendly
consultations:

                       ARTICLE 1 VOTING RIGHTS ENTRUSTMENT


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1.1  Under this Agreement, "TARGET COMPANY" shall mean any and all companies
     listed in Appendix I.

1.2  The Shareholders hereby irrevocably undertake to respectively sign the
     Entrustment Letter after execution of the Agreement to respectively entrust
     the one designated by Framedia Investment (collectively, "TRUSTEES") to
     exercise the following rights respectively enjoyed by them as shareholders
     of Target Company in accordance with the then effective articles of
     association of Target Company (collectively, the "ENTRUSTED RIGHTS"):

     (1)  Proposing to convene and attending shareholders' meetings of Target
          Company as proxy of the Shareholders according to the articles of
          association of Target Company;

     (2)  Exercising voting rights as proxy of the Shareholders, on issues
          discussed and resolved by the shareholders' meeting of Target Company,
          including but not limited to the appointment and election for the
          directors, general manager and other senior management personnel of
          Target Company.

     The above authorization and entrustment is granted subject to the status of
     trustees as PRC citizens and the approval by Framedia Investment. Upon and
     only upon written notice of dismissing and replacing Trustee(s) given by
     Framedia Investment to the Shareholders, the Shareholders shall promptly
     entrust another PRC citizen then designated by Framedia Investment to
     exercise the above Entrusted Rights, and once new entrustment is made, the
     original entrustment shall be replaced; the Shareholders shall not cancel
     the authorization and entrustment of the Trustee(s) otherwise.

1.3  The Trustees shall perform the entrusted obligation within the scope of
     entrustment in due care and prudence and in compliance with laws; the
     Shareholders acknowledge and assume relevant liabilities for any legal
     consequences of the Trustees' exercise of the foregoing Entrusted Rights.

1.4  The Shareholders hereby acknowledge that the Trustees are not required to
     seek advice from the Shareholders prior to their respective exercise of the
     foregoing Entrusted Rights. However, the Trustees shall inform the
     Shareholders in a timely manner of any resolution or proposal on convening
     interim shareholders' meeting after such resolution or proposal is made.

                         ARTICLE 2 RIGHT TO INFORMATION

2.1  For the purpose of exercising the Entrusted Rights under this Agreement,
     the Trustees are entitled to know the information with regard to Target
     Company's


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     operation, business, clients, finance, staff, etc., and shall have access
     to relevant materials of Target Company. Target Company shall adequately
     cooperate with the Trustees in this regard.

                     ARTICLE 3 EXERCISE OF ENTRUSTED RIGHTS

3.1  The Shareholders will provide adequate assistance to the exercise of the
     Entrusted Rights by the Trustees, including execution of the resolutions of
     the shareholders' meeting of Target Company or other pertinent legal
     documents made by the Trustee when necessary (e.g., when it is necessary
     for examination and approval of or registration or filing with governmental
     departments).

3.3  If at any time during the term of this Agreement, the entrustment or
     exercise of the Entrusted Rights under this Agreement is unenforceable for
     any reason except for default of any Shareholder or Target Company, the
     Parties shall immediately seek a most similar substitute for the
     unenforceable provision and, if necessary, enter into supplementary
     agreement to amend or adjust the provisions herein, in order to ensure the
     realization of the purpose of this Agreement.

                      ARTICLE 4 EXEMPTION AND COMPENSATION

4.1  The Parties acknowledge that Framedia Investment shall not be requested to
     be liable for or compensate (monetary or otherwise) other Parties or any
     third party due to exercise of Entrusted Rights by the Trustees designated
     by Framedia Investment under this Agreement.

4.2  Target Company and the Shareholders agree to compensate Framedia Investment
     for and hold it harmless against all losses incurred or likely to be
     incurred by it due to exercise of the Entrusted Rights by the Trustees
     designated by Framedia Investment, including without limitation any loss
     resulting from any litigation, demand arbitration or claim initiated or
     raised by any third party against it or from administrative investigation
     or penalty of governmental authorities. However, the Shareholders and
     Target Company will not compensate for losses incurred due to wilful
     misconduct or gross negligence of Framedia Investment.

                    ARTICLE 5 REPRESENTATIONS AND WARRANTIES

5.1  Each of the Personal Shareholders hereby severally and jointly represents
     and warrants that:

     5.1.1 Each of the Shareholders is a company with limited liability duly
          organized and validly existing under the PRC Law and is a company with
          full and independent legal status and legal capacity to execute,
          deliver and perform this Agreement, and may act independently as a


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          litigant party.

     5.1.2 Each of the Shareholders has full power and authorization to execute
          and deliver this Agreement and all the other documents to be entered
          into by it in relation to the transaction referred to herein, and it
          has the full power and authorization to complete the transaction
          referred to herein.

     5.1.3 The Shareholders are the enrolled legal owner of the Option Equity as
          of the effective date of this Agreement, and except the rights created
          by this Agreement, the Equity Pledge Agreement (the "EQUITY PLEDGE
          AGREEMENT") and the Shareholders' Voting Rights Proxy Agreement (the
          "PROXY AGREEMENT") entered into by the Shareholders, Target Companies
          and Framedia Investment dated [__] 2006, there is no third party
          rights on the Entrusted Right. Pursuant to this Agreement, the
          Trustees may fully and sufficiently exercise the Entrusted Rights in
          accordance with the then effective articles of association of Target
          Company.

5.2  Target Company hereby in respect of themselves respectively represents and
     warrants that:

     5.2.1 it is a company with limited liability properly registered and
          legally existing under PRC laws, with an independent legal person
          status, and with full and independent legal status and legal capacity
          to execute, deliver and perform this Agreement and may act
          independently as a subject of actions; and

     5.2.2 it has the full corporate power and authority to execute and deliver
          this Agreement and all the other documents to be entered into by it in
          relation to the transaction contemplated hereunder, and has the full
          power and authority to consummate such transaction.

     5.2.3 the Shareholders are enrolled shareholders as of the effective date
          of this Agreement, legally holding the equity interest in it set out
          in Appendix I. Except rights created by this Agreement, the Equity
          Pledge Agreement and the Call Option Agreement, there exists no third
          party right on the Entrusted Rights. Pursuant to this Agreement, the
          Trustees may fully and sufficiently exercise the Entrusted Rights in
          accordance with the then effective articles of association of Target
          Company.

     5.2.4 Considering the fact that the Shareholders of Target Company will set
          aside all the equity interest held thereby in Target Company as


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          security to secure the performance of the contractual obligations by
          Target Company under the Call Option Agreement and Technology
          Permission and Service Agreement, Target Company undertakes to, during
          the valid term of this Agreement, make full and due performance of any
          and all obligations under the Call Option Agreement and Technology
          Permission and Service Agreement, and warrant that no adverse impact
          on the exercise of the Entrusted Rights hereunder by the Trustees will
          be incurred due to the breach of the Call Option Agreement and
          Technology Permission and Service Agreement by Target Company.

                           ARTICLE 6 TERM OF AGREEMENT

6.1  Limited by the Article 6.2 and 6.3 of this Agreement, this Agreement shall
     take effect as of the date of formal execution by the Parties with the term
     of twenty (20) years, unless the Parties terminate the Agreement with the
     written agreement in advance, or the Parties terminate the Agreement in
     accordance with section 8.1 of this Agreement. Upon the expiration of this
     Agreement, the Agreement will be automatically renewed for one (1) year,
     unless Framedia Investment gives the other Parties written notice of its
     intention not renew at least thirty (30) days prior to expiration.

6.2  In case that a Shareholder transfers all of the equity interest held by it
     in Target Company with prior consent of Framedia Investment, such
     Shareholder shall no longer be a Party to this Agreement (to the extent
     that it acts as the shareholder of such Target Company) whilst the
     obligations and commitments of the other Sarties under this Agreement shall
     not be adversely affected thereby.

6.3  During the term of this Agreement, should the term of operation of any
     Target Company terminate by any reason; this Agreement to such Target
     Company and its shareholders (to the extent that it acts as the shareholder
     of such Target Company) will be terminated.

                                ARTICLE 7 NOTICE

7.1  Any notice, request, demand and other correspondences made as required by
     or in accordance with this Agreement shall be made in writing and delivered
     to the relevant Party.

7.2  The abovementioned notice or other correspondences shall be deemed to have
     been delivered when (i) it is transmitted if transmitted by facsimile, or
     (ii) it is delivered if delivered in person, or (iii) when five (5) days
     have elapsed after posting the same if posted by mail.


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                           ARTICLE 8 DEFAULT LIABILITY

8.1  The Parties agree and confirm that, if any of the Parties (the "DEFAULTING
     PARTY") breaches substantially any of the provisions herein or fails
     substantially to perform any of the obligations hereunder, such a breach or
     failure shall constitute a default under this Agreement (a "DEFAULT"). In
     such event any of the other Parties without default (a "NON-DEFAULTING
     PARTY") who incurs losses arising from such a Default shall have the right
     to require the Defaulting Party to rectify such Default or take remedial
     measures within a reasonable period. If the Defaulting Party fails to
     rectify such Default or take remedial measures within such reasonable
     period or within ten (10) days of a Non-defaulting Party's notifying the
     Defaulting Party in writing and requiring it to rectify the Default, then
     the relevant Non-defaulting Party shall be entitled to choose at its
     discretion to (1) terminate this Agreement and require the Defaulting Party
     to indemnify all damages, or (2) require specific performance by the
     Defaulting Party of this Agreement and indemnifation against all damages.

8.2  The Parties agree and confirm, the Shareholders or Target Company shall not
     request the termination of this Agreement for whatsoever reason and under
     whatsoever circumstance, except otherwise stipulated by laws or this
     Agreement.

8.3  Notwithstanding any other provisions herein, the validity of this Article
     shall not be affected by the suspension or termination of this Agreement.

                             ARTICLE 9 MISCELLANEOUS

9.1  This Agreement shall be prepared in Chinese language in five (5) original
     copies, with each involved Party holding one (1) copy hereof.

9.2  The conclusion, validity, execution, amendment, interpretation and
     termination of this Agreement shall be governed by laws of the PRC.

9.3  Any disputes arising from and in connection with this Agreement shall be
     settled through consultations among the Parties involved, and if the
     Partiesinvolved fail to reach an agreement regarding such a dispute within
     thirty (30) days of its occurrence, such dispute shall be submitted to
     [China International Economic and Trade Arbitration Commission Shanghai
     Branch] for arbitration in [Shanghai] in accordance with the arbitration
     rules of such commission, and the arbitration award shall be final and
     binding on all the Parties involved.

9.4  Any rights, powers and remedies empowered to any Party by any provisions
     herein shall not preclude any other rights, powers and remedies enjoyed by
     such Party in accordance with laws and other provisions under this
     Agreement, and a Party's exercise of any of its rights, powers and remedies
     shall not preclude its


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     exercise of other rights, powers and remedies of it.

9.5  Any failure or delay by a Party in exercising any of its rights, powers and
     remedies hereunder or in accordance with laws (the "PARTY'S RIGHTS") shall
     not lead to a waiver of such rights, and the waiver of any single or
     partial exercise of the Party's Rights shall not preclude such Party from
     exercising such rights in any other way or exercising the remaining part of
     the Party's Rights.

9.6  The titles of the Articles contained herein are for reference only, and in
     no circumstances shall such titles be used for or affect the interpretation
     of the provisions hereof.

9.7  Each provision contained herein shall be severable and independent from
     each of other provisions. If at any time any one or more articles herein
     become invalid, illegal or unenforceable, the validity, legality or
     enforceability of the remaining provisions herein shall not be affected
     thereby.

9.8  Upon execution, this Agreement shall replace any other previous legal
     documents entered into by relevant Parties on the same subject matter.

9.9  Any amendments or supplements to this Agreement shall be made in writing
     and shall take effect only when properly signed by the Parties to this
     Agreement. Notwithstanding the preceding sentence, considering that the
     rights and obligations of each Target Company and its Shareholders are
     independent and severable from each other, in case that the amendment or
     supplement to this Agreement is intended to have impact upon one of the
     Target Companies and its Shareholders, such amendment or supplement
     requires only the approval of Framedia Investment, the Target Company and
     its Shareholder while no consent is necessary from the other Target
     Companies and their Shareholders (to the extent that the amendment or
     supplement does not have impact upon such other Shareholders).

9.10 In respect of the Shareholder and Target Company, they shall not assign any
     of their rights and/or transfer any of their obligations hereunder to any
     third parties without prior written consent from Framedia Investment;
     Framedia Investment shall have the right to assign any of its rights and/or
     transfer any of its obligations hereunder to any third parties designated
     by it after giving notice to the Shareholders.

9.11 This Agreement shall be binding on the legal successors of the Parties.

9.12 The rights and obligations of Target Companies are severable and
     independent, performance of this Agreement by any Shareholder and any
     Target Company shall not affect the performance by the other Shareholders
     and other Target


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     Companies.

                   [The remiander of this page is left blank]


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IN WITNESS HEREOF, the following Parties have caused this Shareholders' Voting
Rights Proxy Agreement to be executed as of the date and in the place first here
above mentioned.

SHANGHAI FOCUS MEDIA ADVERTISEMENT
CO., LTD.
(chop)


Signature by: /s/ Jason Nanchun Jiang
              --------------------------
Name: Jason Nanchun Jiang
Position: Legal Representative


SHANGHAI FOCUS MEDIA CO., LTD
(chop)


Signature by: /s/ Jason Nanchun Jiang
              --------------------------
Name: Jason Nanchun Jiang
Position: Legal Representative


SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY
CO., LTD
(chop)


Signature by: /s/ Zhi Tan
              --------------------------
Name: Zhi Tan
Position: Legal Representative


SHANGHAI FRAMEDIA ADVERTISEMENT
DEVELOPMENT CO., LTD
(chop)


Signature by: /s/ Jason Nanchun Jiang
              --------------------------
Name: Jason Nanchun Jiang
Position: Legal Representative


SHANGHAI NEW FRAME ADVERTISEMENT
CO., LTD
(chop)


Signature by: /s/ Jason Nanchun Jiang
              --------------------------
Name: Jason Nanchun Jiang
Position: Legal Representative


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<PAGE>

APPENDIX I:

                    BASIC INFORMATION OF THE TARGET COMPANIES

<TABLE>
<CAPTION>
                             REGISTERED      REGISTERED         LEGAL
COMPANY NAME                   ADDRESS     CAPITAL (RMB)    REPRESENTATIVE    EQUITY STRUCTURE
------------                ------------   -------------   ---------------   -----------------
<S>                         <C>            <C>             <C>               <C>
Shanghai Framedia           Room 20,         1,000,000     Jason             Focus Media
Advertisement Development   77 Lane,                       Nanchun Jiang     Advertisement:
Co., Ltd                    Yueyang Rd.                                      90%
                                                                             Focus Media:
                                                                             10%

Shanghai New Frame          Room 1,          1,000,000     Jason             Focus Media
Advertisement Co., Ltd      17 Lane,                       Nanchun Jiang     Advertisement:
                            Hengshan Rd.                                     90%
                                                                             Focus Media:
                                                                             10%
</TABLE>


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