##### 








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##### 



Table of Contents
 PageARTICLE I. DEFINITIONS
    
    
    1Section 1.1
    
    Certain Defined Terms
    
    
    1Section 1.2
    
    Other Defined Terms
    
    
    10Section 1.3
    
    Other Interpretive Provisions
    
    
    11ARTICLE II. PURCHASE AND SALE OF OFFERED SHARES; CANCELLATION OF OPTIONS
    
    
    12Section 2.1
    
    Purchase and Sale
    
    
    12Section 2.2
    
    Consideration
    
    
    12Section 2.3
    
    First Closing
    
    
    16Section 2.4
    
    Second Closing
    
    
    17Section 2.5
    
    Third Closing
    
    
    17Section 2.6
    
    Rounding
    
    
    18Section 2.7
    
    Share Splits and Other Similar Events
    
    
    18Section 2.8
    
    2008 and 2009 Audited Financial Statements; Disputes
    
    
    19Section 2.9
    
    Sellers Representative
    
    
    20ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES
    
    
    20Section 3.1
    
    Due Organization, Good Standing and Power
    
    
    20Section 3.2
    
    Capitalization; Valid Issuance
    
    
    21Section 3.3
    
    Group Companies
    
    
    21Section 3.4
    
    Corporate Records
    
    
    22Section 3.5
    
    Financial Statements
    
    
    22Section 3.6
    
    Authorization, Enforceability, No Approvals or Conflicts
    
    
    23Section 3.7
    
    Compliance with Law; Governmental Authorizations
    
    
    24Section 3.8
    
    Licenses
    
    
    24Section 3.9
    
    Litigation
    
    
    24Section 3.10
    
    Absence of Certain Changes
    
    
    24Section 3.11
    
    Tax Matters
    
    
    26Section 3.12
    
    Dividends and Distributions
    
    
    26Section 3.13
    
    Officers, Employees and Labor
    
    
    27Section 3.14
    
    Loans
    
    
    28Section 3.15
    
    Share Option and Other Plans
    
    
    28Section 3.16
    
    Intellectual Property
    
    
    29Section 3.17
    
    Contracts
    
    
    29Section 3.18
    
    Certain Transactions
    
    
    30Section 3.19
    
    Structure Agreements
    
    
    31Section 3.20
    
    Compliance with Laws
    
    
    31Section 3.21
    
    Environmental Matters
    
    
    32Section 3.22
    
    Insurance
    
    
    32Section 3.23
    
    Personal Property Assets
    
    
    33Section 3.24
    
    Real Property
    
    
    33Section 3.25
    
    No State Assets
    
    
    33
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PageSection 3.26
    
    Brokers
    
    33Section 3.27
    
    No Other Representations and Warranties
    
    33ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS
    
    34Section 4.1
    
    Authorization, Enforceability
    
    34Section 4.2
    
    Ownership and Transfer of Offered Shares
    
    34Section 4.3
    
    No Approvals or Conflicts
    
    34Section 4.4
    
    No Competition
    
    35Section 4.5
    
    Brokerage
    
    35Section 4.6
    
    Investment
    
    35Section 4.7
    
    Accredited Investor; Foreign Investor
    
    35Section 4.8
    
    No Other Representations and Warranties
    
    35ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER
    
    36Section 5.1
    
    Organization
    
    36Section 5.2
    
    Authorization, Enforceability
    
    36Section 5.3
    
    No Approvals or Conflicts
    
    36Section 5.4
    
    Litigation
    
    37Section 5.5
    
    Outstanding Share Capital
    
    37Section 5.6
    
    Validity of Share Consideration
    
    37Section 5.7
    
    SEC Filings
    
    37Section 5.8
    
    Absence of Certain Changes
    
    38Section 5.9
    
    No Consent for Creation of Registration Rights
    
    38Section 5.10
    
    No Other Representations or Warranties
    
    38ARTICLE VI. COVENANTS AND AGREEMENTS
    
    38Section 6.1
    
    Conduct of Business Prior to the First Closing
    
    38Section 6.2
    
    Filings and Consents
    
    40Section 6.3
    
    Third Party Consents
    
    40Section 6.4
    
    Tax Matters; Cooperation; Preparation of Returns; Tax Elections
    
    40Section 6.5
    
    Employees; Benefit Plans
    
    41Section 6.6
    
    Related Party Accounts
    
    41Section 6.7
    
    Non-Violation
    
    41Section 6.8
    
    Confidentiality
    
    42Section 6.9
    
    Buyer's Board of Directors
    
    42Section 6.10
    
    Buyer's Deposit; Bank Guarantee Letter
    
    42Section 6.11
    
    No Transfer by Selling Shareholders
    
    43Section 6.12
    
    Change of Owners; CGEN Network Transfer
    
    43Section 6.13
    
    Key Management Independence
    
    43Section 6.14
    
    Non-competition
    
    44Section 6.15
    
    Further Actions
    
    44Section 6.16
    
    Delivery of Allocation Schedule
    
    45Section 6.17
    
    Grant of Buyer Options
    
    45Section 6.18
    
    Delivery of Audited September 30, 2007 FinancialStatements; 2007 Audited Financial Statements, ClosingNet Current Assets
    
    45
 ii




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PageSection 6.19
    
    Payment of Permitted Dividends; Other Distributions
    
    45Section 6.20
    
    Cancellation of Company Stock Options
    
    46Section 6.21
    
    Medley Repayment
    
    46Section 6.22
    
    Use of CGENs Media-1 Software
    
    46ARTICLE VII. CONDITIONS TO THE OBLIGATIONS OF THE SELLER PARTIES and THE OTHER SELLING
SHAREHOLDERS
    
    46Section 7.1
    
    Representations and Warranties
    
    46Section 7.2
    
    Performance
    
    46Section 7.3
    
    Qualifications
    
    46Section 7.4
    
    No Material Adverse Change
    
    47Section 7.5
    
    Registration Rights Agreement
    
    47Section 7.6
    
    Officer's Certificate
    
    47Section 7.7
    
    Injunctions
    
    47Section 7.8
    
    Adverse Market Change
    
    47Section 7.9
    
    Opinion of Counsel
    
    47Section 7.10
    
    Employment Agreements
    
    47ARTICLE VIII. CONDITIONS TO BUYERS OBLIGATIONS
    
    47Section 8.1
    
    Representations and Warranties
    
    47Section 8.2
    
    Closing Net Current Assets
    
    48Section 8.3
    
    Performance
    
    48Section 8.4
    
    No Indebtedness
    
    48Section 8.5
    
    Officer's Certificate
    
    48Section 8.6
    
    Outstanding Obligations
    
    48Section 8.7
    
    Employment Agreements
    
    49Section 8.8
    
    Corporate Matters
    
    49Section 8.9
    
    Opinions of Counsel
    
    49Section 8.10
    
    CGEN Network Transfer
    
    49Section 8.11
    
    Injunctions
    
    49Section 8.12
    
    Financial Statements
    
    49Section 8.13
    
    Medley Payoff Statement
    
    49ARTICLE IX. TERMINATION
    
    49Section 9.1
    
    Termination
    
    49Section 9.2
    
    Procedure and Effect of Termination
    
    50ARTICLE X. INDEMNIFICATION
    
    51Section 10.1
    
    Indemnification by the Management Parties
    
    51Section 10.2
    
    Indemnification by the Selling Shareholders
    
    52Section 10.3
    
    Indemnification by Buyer
    
    52Section 10.4
    
    Indemnification as Exclusive Remedy; Mitigation
    
    53Section 10.5
    
    Limitation on Indemnification
    
    53Section 10.6
    
    Indemnification Calculations
    
    53Section 10.7
    
    Notice and Opportunity to Defend
    
    53Section 10.8
    
    Payment in Kind
    
    54
 iii




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PageARTICLE XI. MISCELLANEOUS
    
    54Section 11.1
    
    Fees and Expenses; Liquidated Damages
    
    54Section 11.2
    
    Governing Law
    
    55Section 11.3
    
    Amendment
    
    55Section 11.4
    
    No Assignment
    
    55Section 11.5
    
    Waiver
    
    56Section 11.6
    
    Notices
    
    56Section 11.7
    
    Complete Agreement
    
    57Section 11.8
    
    Counterparts
    
    57Section 11.9
    
    Publicity
    
    57Section 11.10
    
    Headings
    
    57Section 11.11
    
    Severability
    
    58Section 11.12
    
    Third Parties
    
    58Section 11.13
    
    Dispute Resolution
    
    58Section 11.14
    
    Obligations of Selling Shareholders
    
    58
  1.1A
    
    Ancillary Documents1.1B
    
    Knowledge of Buyer1.1C
    
    Knowledge of Seller Parties6.13(e)
    
    Accounting Policies7.3
    
    Qualifications of Buyer8.3(c)
    
    Qualifications of Seller Parties
Disclosure Schedule
  A
    
    Unaudited Financial StatementsB
    
    Form of Registration Rights AgreementC
    
    Form of Legal Opinion of Cayman Islands Counsel to BuyerD
    
    Form of Key Company Employee Employment AgreementE
    
    Form of Legal Opinion of Cayman Islands Counsel to Group Companies and Selling
ShareholdersF
    
    Form of Legal Opinion of PRC Counsel to Group Companies and Selling
ShareholdersG
    
    Form of Medley Payoff StatementH
    
    Form of Notice to Option Holders Re: Cancellation of Company Stock OptionsI
    
    Form of Loan Repayment Loan Agreement
 iv




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##### 



SHARE PURCHASE AGREEMENT
 Agreement CGEN Company Seller Parties Other Selling Shareholders Selling Shareholders Focus
Media Buyer
 Offered Shares
     ARTICLE I.
DEFINITIONS
 Certain Defined Terms
 2007 Audited Financial Statements
 2008 Audited Annual Net Income




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2008 Audited Financial Statements
 2009 Audited Annual Net Income
 2009 Audited Financial Statements
 Adjusted Purchase Price
 ADSs
 Affiliate
 Aggregate Consideration
 Agreement
 Ancillary Documents
 Audited September 30, 2007 Financial Statements
 2




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Auditors
 Average FM Share Price
 Bank Guarantee Letter
 Base Purchase Price
 Big Four Accounting Firm
 Business
 Business Day
 Cause
 (i)
    
    a Key Company Employees willful misconduct in the performance of his or her
material duties to the Group Companies;(ii)
    
    a Key Company Employees misappropriation of material assets of, or
embezzlement from, the Group Companies;(iii)
    
    willful breach by a Key Company Employee of such employees material
obligations under the relevant Key Company Employee Employment Agreement;(iv)
    
    a material breach by a Key Company Employee of the terms and conditions of such
employees Key Company Employee Employment Agreement which
 3




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##### 



breach is not cured within a reasonable period following delivery of written notice
thereof to such employee, which written notice specifically identifies the manner in
which such Key Company Employee is in breach of the terms and conditions of such Key
Company Employee Employment Agreement; and(v)
    
    fraud, material malfeasance or willful violation of provisions of Buyers code
of ethics relating to fraud or the integrity of the Key Company Employee.
  CGEN Network
 CGEN Network Transfer
 Change in Control Parent Entity
 Closing Net Current Assets
 4




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Code
 Company Options
 Company Ordinary Shares
 Company Preferred Shares
 Competing Business
 Confidentiality Agreement
 Contract
 Control
 Deposit
 Disclosure Schedule
 Encumbrance
 5




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Environmental Claim
 Environmental Laws
 Exchange Act
 Financing Lease
 First Closing Allocation Schedule
 FM Ordinary Shares
 Government Official
 Governmental Authority
 Governmental Authorization
 Governmental Order
 Group
 Group Companies
 Hazardous Materials
 Indebtedness
 6




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Intellectual Property
 Key Company Employees
 Key Management Dismissal Event
 Key Company Employee Employment Agreement
 Knowledge of Buyer
 Knowledge of Seller Parties
 Law
 Management Parties
 Management Shareholder
 Material Adverse Effect Material Adverse Change
 7




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Medley
 Medley Credit Agreement
 Medley Warrants
 MOFCOM
 Net Current Assets
 Option Holder
 Option Holders Representative
 Option Plans
 Other Management Parties
 Permitted Dividends
 8




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provided
 Permitted Encumbrances
 Person
 PRC
 Prospective Event of Change in Control
 Related Party
 RMB
 Second Installment Allocation Schedule
 Securities Act
 Shares
 Structure Agreements
 Subsidiaries
 9




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subsidiaries
 Tax Taxes
 Tax Return
 Taxing Authority
 Third Installment Allocation Schedule
 Unearned Second Installment Consideration
 U.S. GAAP
 Other Defined Terms
 Term
    
    SectionAdditional Share Consideration
    
    Section 2.2(c)(i)Adjusted Catchup Amount
    
    Section 2.2(c)(i)Agreement
    
    PreambleAudited Financial Statements
    
    Section 3.5(a)Balance Sheet
    
    Section 3.5(a)Balance Sheet Date
    
    Section 3.5(a)Base Catchup Amount
    
    Section 2.2(c)(i)Buyer
    
    PreambleBuyer Indemnified Persons
    
    Section 10.1(a)Buyers Liquidated Damages
    
    Section 11.1(d)Buyer Options
    
    Section 6.17Buyer SEC Documents
    
    Section 5.7(a)
 10




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Term
    
    SectionCarrefour Contract
    
    Section 2.2(b)(ii)CGEN
    
    PreambleCompany
    
    PreambleConfidential Information
    
    Section 6.8Deposit Account
    
    Section 6.10Financial Statements
    
    Section 3.5(a)First Closing
    
    Section 2.3(a)First Closing Date
    
    Section 2.3(a)Focus Media
    
    PreambleHKIAC
    
    Section 11.13(b)Indemnifying Management Party
    
    Section 10.1(a)Indemnifying Selling Shareholder
    
    Section 10.2(a)Indemnifying Party
    
    Section 10.7Independent Accounting Firm
    
    Section 2.8(a)Initial Cash Consideration
    
    Section 2.2(a)IP Licenses
    
    Section 3.16(c)Key Company Employee Employment Agreements
    
    Section 7.10Loan Repayment Loan
    
    Section 6.21Long-Stop Date
    
    Section 9.1(e)Losses
    
    Section 10.1(a)Material Contract
    
    Section 3.17(a)Medley Payoff Statement
    
    Section 6.21Offered Shares
    
    PreambleOther Selling Shareholders
    
    PreambleRegistration Rights Agreement
    
    Section 7.5Related Party Accounts
    
    Section 6.6Reviewed Financial Statements
    
    Section 3.5(a)SEC
    
    Section 5.7(a)Second Closing
    
    Section 2.4(a)Second Closing Date
    
    Section 2.4(a)Second Installment Cash Consideration
    
    Section 2.2(b)(iii)Second Installment Consideration
    
    Section 2.2(b)Second Installment Share Consideration
    
    Section 2.2(b)(iii)Seller Indemnified Persons
    
    Section 10.3(a)Seller Parties
    
    PreambleSellers Liquidated Damages
    
    Section 11.1(c)Sellers Representative
    
    Section 2.9Selling Shareholders
    
    PreambleThird Closing
    
    Section 2.5(a)Third Closing Date
    
    Section 2.5(a)Third Installment Cash Consideration
    
    Section 2.2(c)(iii)Third Installment Consideration
    
    Section 2.2(c)Third Installment Share Consideration
    
    Section 2.2(c)(iii)Unaudited Financial Statements
    
    Section 3.5(a)
 Other Interpretive Provisions
 11




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ARTICLE II.
PURCHASE AND SALE OF OFFERED SHARES; CANCELLATION OF OPTIONS
 Purchase and Sale
     Consideration
  12




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Initial Cash
Consideration
 Second Installment Consideration
  The Second 
Installment 
Consideration
    
    =
    
    (
    
    
    17.5
    
    
    X
    
    2008 Audited Annual
Net Income
    
    
    
    Initial Cash
Consideration
    
    
    )
    
    
    X
    
    
    50
    %
  Carrefour
Contract
 Second
 13




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Installment Cash Consideration divided
by Second Installment Share Consideration
 Third Installment Consideration
  The ThirdInstallmentConsideration
    
    =
    
    (
    
    2009 Audited Annual Net Income
    
     1
    
    
    )
    
    
    X
    
    The Second
Installment
Consideration2008 Audited Annual Net Income0.4
  Base Catchup
Amount
 14




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Adjusted Catchup Amount
 Third Installment Share
Consideration
 Additional Share Consideration
  Third Installment Cash Consideration Third Installment Share Consideration
 15




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First Closing
 First Closing First Closing Date
        16




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Second Closing
 Second Closing Second Closing Date
  divided by divided by divided by
   Third Closing
 Third Closing Third Closing Date
 17




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divided by divided by
   Rounding
 Share Splits and Other Similar Events
 18




---



##### 



2008 and 2009 Audited Financial Statements; Disputes
 Independent Accounting Firm
   19




---



##### 



Sellers Representative Sellers Representative
 ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES
  Due Organization, Good Standing and Power
  20




---



##### 



Capitalization; Valid Issuance
 Group Companies
  21




---



##### 



Corporate Records
 Financial Statements
 Audited Financial Statements Reviewed Financial Statements Unaudited Financial Statements Financial Statements Balance Sheet Balance Sheet Date
 22




---



##### 



Authorization, Enforceability, No Approvals or Conflicts
   23




---



##### 



Compliance with Law; Governmental Authorizations
 Licenses
 Litigation
 Absence of Certain Changes
  24




---



##### 



25




---



##### 



Tax Matters
        Dividends and Distributions
  26




---



##### 



Officers, Employees and Labor
     27




---



##### 



Loans
 Share Option and Other Plans
  28




---



##### 



Intellectual Property
   IP Licenses
     Contracts
  29




---



##### 



Material Contract
  Certain Transactions
 30




---



##### 



Structure Agreements
 Compliance with Laws
   31




---



##### 



Environmental Matters
      Insurance
 32




---



##### 



Personal Property Assets
   Real Property
     No State Assets
 Brokers
 No Other Representations and Warranties
   33




---



##### 



ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS
  Authorization, Enforceability
 Ownership and Transfer of Offered Shares
 No Approvals or Conflicts
 34




---



##### 



No Competition
 Brokerage
 Investment
 Accredited Investor; Foreign Investor
 No Other Representations and Warranties
   35




---



##### 



ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF BUYER
  Organization
 Authorization, Enforceability
 No Approvals or Conflicts
 36




---



##### 



Litigation
 Outstanding Share Capital
 Validity of Share Consideration
 SEC Filings
 SEC Buyer SEC Documents
  37




---



##### 



Absence of Certain Changes
 No Consent for Creation of Registration Rights
 No Other Representations or Warranties
 ARTICLE VI.
COVENANTS AND AGREEMENTS
 Conduct of Business Prior to the First Closing
     38




---



##### 



39




---



##### 



Filings and Consents
 Third Party Consents
 Tax Matters; Cooperation; Preparation of Returns; Tax Elections
  40




---



##### 



Employees; Benefit Plans
 Related Party Accounts Related Party
Accounts
 Non-Violation
  41




---



##### 



Confidentiality Confidential Information
 Buyers Board of Directors
 Buyers Deposit; Bank Guarantee Letter Deposit Account
 42




---



##### 



No Transfer by Selling Shareholders
 Change of Owners; CGEN Network Transfer
 Key Management Independence.
    43




---



##### 



Non-competition
    Further Actions
 44




---



##### 



Delivery of Allocation Schedule
 Grant of Buyer Options Buyer Options
 Delivery of Audited September 30, 2007 Financial Statements; 2007 Audited
Financial Statements, Closing Net Current Assets
  Payment of Permitted Dividends; Other Distributions
 45




---



##### 



Cancellation of Company Stock Options
 Medley Repayment Loan
Repayment Loan Medley Payoff Statement
 Use of CGENs Media-1 Software
 ARTICLE VII.
CONDITIONS TO THE OBLIGATIONS OF THE SELLER PARTIES AND THE
OTHER SELLING SHAREHOLDERS
  Representations and Warranties
 Performance
 Qualifications
 46




---



##### 



No Material Adverse Change
 Registration Rights Agreement Registration Rights Agreement
 Officers Certificate
 Injunctions
 Adverse Market Change
 Opinion of Counsel
 Employment Agreements Key Company Employee Employment Agreement
 ARTICLE VIII.
CONDITIONS TO BUYERS OBLIGATIONS
  Representations and Warranties
 47




---



##### 



Closing Net Current Assets
 Performance
     No Indebtedness
 Officers Certificate
 Outstanding Obligations
 48




---



##### 



Employment Agreements
 Corporate Matters
 Opinions of Counsel
 CGEN Network Transfer
 Injunctions
 Financial Statements
 Medley Payoff Statement
 ARTICLE IX.
TERMINATION
 Termination
   49




---



##### 



Long-Stop Date
   Procedure and Effect of Termination
   50




---



##### 



ARTICLE X.
INDEMNIFICATION
 Indemnification by the Management Parties
 Indemnifying Management Party Buyer Indemnified Persons Losses
   51




---



##### 



Indemnification by the Selling Shareholders
 Indemnifying Selling Shareholder
   Indemnification by Buyer
 Seller Indemnified Persons
  52




---



##### 



Indemnification as Exclusive Remedy; Mitigation
 Limitation on Indemnification
 Indemnification Calculations
 Notice and Opportunity to Defend Indemnifying Party
 53




---



##### 



Payment in Kind
 ARTICLE XI.
MISCELLANEOUS
 Fees and Expenses; Liquidated Damages
    54




---



##### 



Sellers Liquidated Damages
 Buyers Liquidated Damages
 Governing Law
 Amendment
 No Assignment
 55




---



##### 



Waiver
 Notices
   
 
  
  56




---



##### 



Complete Agreement
 Counterparts
 Publicity
 Headings
 57




---



##### 



Severability
 Third Parties
 Dispute Resolution
  HKIAC
      Obligations of Selling Shareholders
 58




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[remainder of page intentionally left blank]
 59




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FOCUS MEDIA HOLDING LIMITEDBy:
    /s/ Jiang NanchunName:
    Jiang NanchunTitle:
    Chief Executive Officer & ChairmanWITNESSED BY:/s/ Alex YangName: Alex YangTitle: General CounselCGEN DIGITAL MEDIA COMPANY LIMITEDBy:
    /s/ Mei LijunName:
    Mei LijunTitle:
    DirectorWITNESSED BY:/s/ Cao Xiao FengName: Cao Xiao FengTitle: Company Secretary 60




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CHAN YI SING
(in his capacity as Selling Shareholder, Sellers
Representative and Option Holders Representative)/s/ Chan Yi SingGUANYONG TIAN/s/ Guanyong TianMEI LIJUN/s/ Mei LijunTDF CAPITAL CHINA II, LPBy:
    /s/ Goh Yin LongName:
    Goh Yin LongTitle:
    Investment DirectorTDF CAPITAL ADVISORS, LPBy:
    /s/ Goh Yin LongName:
    Goh Yin LongTitle:
    Investment DirectorREDPOINT VENTURES II, L.P.,
by its General Partner
Redpoint Ventures II, LLCBy:
    /s/ John L. WaleckaName:
    John L. WaleckaTitle:
    Managing Director 61




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##### 



REDPOINT ASSOCIATES II, LLC,
as nomineeBy:
    /s/ John L. WaleckaName:
    John L. WaleckaTitle:
    Managing DirectorJAFCO ASIA TECHNOLOGY FUND IIIBy:
    /s/ Hiroshi YamadaName:
    Hiroshi YamadaTitle:
    AttorneyS.I. TECHNOLOGY VENTURE CAPITAL LIMITEDBy:
    /s/ Zhou JieName:
    Zhou JieTitle:
    DirectorSUMITOMO CORPORATION EQUITY ASIA LIMITEDBy:
    /s/ Tsuyoshi KondaName:
    Tsuyoshi KondaTitle:
    Managing DirectorINVESTLINK CONSULTING (CHINA) LIMITEDBy:
    /s/ Nina YeungName:
    Nina YeungTitle:
    Director 62




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HUITUNG INVESTMENTS (BVI) LIMITEDBy:
    /s/ Tsui-Hui HuangName:
    Tsui-Hui HuangTitle:
    PresidentCPI BALLPARK INVESTMENTS LTDBy:
    /s/ David NohName:
    David NohTitle:
    Managing DirectorTOTNES INTERNATIONAL LIMITEDBy:
    /s/ Steve ChuName:
    Steve ChuTitle:
    DirectorMEDLEY OPPORTUNITY FUND LTD.By:Name:Title: 63




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Schedule 1.1A




---



##### 



Schedule 1.1B




---



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Schedule 1.1C




---



##### 



Schedule 6.13(e)




---



##### 



Schedule 7.3




---



##### 



Schedule 8.3(c)




---



##### 



Disclosure Schedule




---



##### 



Exhibit A
 Unaudited Financial Statements




---



##### 



Exhibit B
 Form of Registration Rights Agreement




---



##### 



Exhibit C
 Form of Legal Opinion of Cayman Islands Counsel to Buyer




---



##### 



Exhibit D
 Form of Key Company Employee Employment Agreement




---



##### 



Exhibit E
 Form of Legal Opinion of Cayman Islands Counsel
to Group Companies and Selling Shareholders




---



##### 



Exhibit F
 Form of Legal Opinion of PRC Counsel to
Group Companies and Selling Shareholders




---



##### 



Exhibit G
 Medley Payoff Statement




---



##### 



Exhibit H
 Form of Notice to Option Holders
Re: Cancellation of Company Stock Options




---



##### 



Exhibit I
 Form of Loan Repayment Loan Agreement