##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Amendment No. 2
to
 FORM 20-F
 (Mark One)
 o
    
    Registration statement pursuant toSection 12(b)or12(g)of
the Securities Exchange Act of 1934
 or
 þ
    
    Annual report pursuant to Section 13 or15(d)of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2009.
 or
 o
    
    Transition report pursuant to Section 13 or15(d)of the
Securities Exchange Act of 1934For the transition period from __________to __________o
    
    Shell company report pursuant to Section 13 or15(d)of the Securities Exchange Act of 1934.
 Commission file number 001-
 Focus Media Holding Limited
 (Exact Name of Registrant as Specified in Its Charter)
 Cayman Islands
(Jurisdiction of Incorporation or Organization)
 Unit No.1, 20th Floor, The Centrium
60 Wyndham Street, Central, Hong Kong
(Address of Principal Executive Offices)
 Contact Person: Mr. Alex Deyi Yang
Acting Chief Financial Officer
Phone: +852 3752-8009
Facsimile: +852-3583-0082
Address: Unit No.1, 20th Floor, The Centrium
60 Wyndham Street, Central, Hong Kong
*(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredOrdinary Shares, par value US$0.00005 per share
    
    Nasdaq Global Market
  (Title of Class)
  (Title of Class)
  725,278,005 Ordinary Shares
  þ o
  o þ
   þ o
  ̈  ̈
  Large accelerated
filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o  þ
 International Financial Reporting Standards as issued by the International Accounting Standards
Board o
  o þ
  o þ
 (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.)
  o o




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##### 



FOCUS MEDIA HOLDING LIMITED
 FORM 20-F ANNUAL REPORT
FISCAL YEAR ENDED DECEMBER 31, 2009
 Table of Contents
 PART I
    
    
    1ITEM 3.D. KEY INFORMATIONRISK FACTORSRisks Relating to Regulation of Our Business and to Our Structure
    
    
    1ITEM 4. INFORMATION ON THE COMPANYRegulatory Matters
    
    
    12ITEM 4.C. INFORMATION ON THE COMPANYOrganizational Structure
    
    
    17ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    
    21ITEM 10.D. ADDITIONAL INFORMATIONExchange Controls
    
    
    26PART III
    
    
    27ITEM 19. EXHIBITS
    
    
    27EX-10.85EX-10.187EX-12.1EX-12.2EX-13.1EX-13.2EX-15.1EX-21.1
  Explanatory Note
   iv




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PART I
 
 D. Risk Factors
 Our business and operations are subject to various risks, many of which are beyond our
control. If any of the risks described below actually occurs, our business, financial condition or
results of operations could be materially harmed.
 Risks Relating to Regulation of Our Business and to Our Structure
 If the PRC government finds that the ownership structure of our operating subsidiaries or our
operation affiliates, or the agreements that establish the structure for operating our China
business do not comply with PRC governmental restrictions on foreign investment in the advertising
industry, we could be subject to severe penalties.
   1




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
    
    imposing fines or other monetary penalties on our PRC subsidiaries or affiliates;
    
    revoking the business and operating licenses of our PRC subsidiaries and affiliates;
    
    discontinuing or restricting our PRC subsidiaries and affiliates operations;
    
    imposing conditions or requirements with which we or our PRC subsidiaries and
affiliates may not be able to comply;
    
    requiring us or our PRC subsidiaries and affiliates to restructure the relevant
ownership structure or operations; or
    
    restricting or prohibiting our use of the proceeds of any offering or from other
sources to finance our business and operations in China.
  We use contractual arrangements with our PRC operating affiliates and their shareholders for a
significant portion of our China operations, which may not be as effective in providing operational
control as direct ownership.
   2




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Contractual arrangements we have entered into among our subsidiaries and affiliated entities may be
subject to scrutiny by the PRC tax authorities and a finding that we owe additional taxes or are
ineligible for our tax exemption, or both, could substantially increase our taxes owed, and reduce
our net income and the value of your investment.
  We rely principally on dividends and other distributions on equity paid by our WFOE operating
subsidiaries to fund any cash and financing requirements we may have, and any limitation on the
ability of our operating subsidiary to pay dividends to us could have a material adverse effect on
our ability to conduct our business.
 
 3




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Our business operations may be affected by legislative or regulatory changes.
  PRC regulation of loans and direct investment by offshore holding companies to PRC entities may
delay or prevent us from making loans or additional capital contributions to our PRC operating
subsidiaries and affiliates.
  
    
    loans by us to our foreign invested enterprises to finance their respective
activities cannot exceed statutory limits and must be registered with the PRC State
Administration of Foreign Exchange or its local counterpart; and
    
    loans by us to our PRC operating affiliates and our PRC operating subsidiaries owned
by our WFOE operating subsidiaries, which are domestic PRC enterprises, must be
approved by the relevant government authorities and must also be registered with the
PRC State Administration of Foreign Exchange or its local counterpart.
   4




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Risks Relating to the Peoples Republic of China
  The PRCs economic, political and social conditions, as well as governmental policies, could affect
the financial markets in China and our liquidity and access to capital and our ability to operate
our business.
   The PRC legal system embodies uncertainties which could limit the legal protections available to
you and us.
  5




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If tax benefits currently available to us in PRC were no longer available, our effective income tax
rates for our PRC operations could increase.
     Dividends we receive from our operating subsidiaries located in the PRC may be subject to PRC
withholding tax.
 6




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We may be deemed a PRC resident enterprise under the New Law and be subject to the PRC taxation on
our worldwide income.
  Dividends payable by us to our foreign investors and gain on the sale of our ADSs or ordinary
shares may become subject to taxes under PRC tax laws.
  7




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PRC regulations relating to offshore investment activities by PRC residents may increase our
administrative burden and restrict our overseas and cross-border investment activity. A failure by
us or our shareholders or beneficial owners who are PRC citizens or residents in China to comply with
such regulations could restrict our ability to distribute profits, restrict our overseas and
cross-border investment activities or subject us to liability under PRC laws, which could adversely
affect our business and financial condition.
     8




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A failure to comply with PRC regulations regarding the registration of shares and share options
held by our employees who are PRC citizens may subject such employees or us to fines and legal or
administrative sanctions.
  Our PRC operating subsidiaries and operating affiliates may have engaged in business activities
without the necessary registration with local authorities. This could subject us to fines or other
penalties, which could negatively impact our revenues or interfere with our ability to operate our
business.
  The strengthened scrutiny over acquisition and disposition transactions by the PRC tax authorities
may have a negative impact on us or your disposition of our ordinary shares or ADSs.
  9




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A PRC rule on mergers and acquisitions may subject us to sanctions, fines and other penalties and
affect our future business growth through acquisition of complementary business.
   10




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Restrictions on currency exchange may limit our ability to utilize our revenues effectively.
  Fluctuations in exchange rates could result in foreign currency exchange losses.
   Our financial and operating performance may be adversely affected by epidemics, natural disasters
and other catastrophes
  11




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ITEM 4. INFORMATION ON THE COMPANY
 Regulatory Matters
   Limitations on Foreign Ownership in the Advertising Industry
  
    
    The Catalogue for Guiding Foreign Investment in Industry (2007); and
    
    The Administrative Regulations on Foreign-invested Advertising Enterprises (2008).
   12




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
    
    we are able to exert effective control over our PRC operating affiliates;
    
    a substantial portion of the economic benefits of our PRC operating affiliates will
be maintained by us; and
    
    we have an exclusive option to purchase all or part of the equity interests in our
PRC operating affiliates that are owned by the individuals or entities designated by
us, as well as all or a part of the assets of our PRC operating affiliates, in each
case when and to the extent permitted by PRC law.
    
    
    the respective ownership structures of our PRC operating subsidiaries and their
respective PRC affiliates and subsidiaries are in compliance with existing PRC laws and
regulations;
    
    the contractual arrangements among our PRC operating subsidiaries and their
respective PRC affiliates, subsidiaries and PRC shareholders of their PRC affiliates,
in each case governed by PRC law are valid, binding and enforceable, and will not
result in any violation of PRC laws or regulations currently in effect, save that
equity pledge created under equity pledge agreements are unenforceable before the
relevant equity pledge registration with the local SAIC is duly completed; and
    
    except as otherwise disclosed in this annual report, the PRC business operations of our PRC operating subsidiaries and their respective
affiliates and subsidiaries as described in this annual report, are in compliance with
existing PRC laws and regulations in all material respects.
  13




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Regulation of Advertising Services
 Business License for Advertising Companies
  
    
    The Advertising Law (1994);
    
    The Advertising Administrative Regulations (1987); and
    
    The Implementing Rules for the Advertising Administrative Regulations (2004).
  Advertising Content
  14




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Outdoor Advertising
  
    
    utilize traffic safety facilities and traffic signs;
    
    impede the use of public facilities, traffic safety facilities and traffic signs;
    
    obstruct commercial and public activities or create an eyesore in urban areas;
    
    be placed in restrictive areas near government offices, cultural landmarks or
historical or scenic sites; and
    
    be placed in areas prohibited by the local governments from having outdoor
advertisements.
    15




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Print Advertising
  Regulation of Foreign Exchange in Certain Onshore and Offshore Transactions
    
    
    prior to establishing or assuming control of an offshore company for the purpose of
financing that offshore company with assets or equity interests in an onshore
enterprise in the PRC, each PRC resident, whether a natural or legal person, must
complete the overseas investment foreign exchange registration procedures with the
relevant local SAFE branch;
    
    an amendment to the registration with the local SAFE branch is required to be filed
by any PRC resident that directly or indirectly holds interests in that offshore
company upon either (1) the injection of equity interests or assets of an onshore
enterprise to the offshore company, or (2) the completion of any overseas fund raising
by such offshore company;
    
    an amendment to the registration with the local SAFE branch is also required to be
filed by such PRC resident when there is any material change involving a change in the
capital of the offshore company, such as (1) an increase or decrease in its capital,
(2) a transfer or swap of shares, (3) a merger or division, (4) a long term equity or
debt investment, or (5) the creation of any security interests over the relevant assets
located in China; and
    
    a PRC enterprise indirectly invested by such PRC resident through the offshore company is required to disclose to the local SAFE branch the ultimate ownership
in it by such PRC resident when applying for or updating its foreign
exchange registration, and cooperate with and supervise the PRC resident to complete the registration with SAFE in accordance with Notice 75.
   16




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C. Organizational Structure
    Our Corporate Structure and Contractual Arrangements
  17




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
    
    with regard to the operation of our commercial location and in-store network,
through (i) our indirect operating subsidiaries such as Focus Media Technology
(Shanghai) Co., Ltd., or Focus Media Technology, Focus Media (China) Information
Technology Co., Ltd., or FM China Information, for non-advertising ancillary business
operation, (ii) Shanghai Focus Media Advertisement Co., Ltd., or Focus
Media Advertisement, one of our operating affiliates, and (iii) certain subsidiaries of
Focus Media Advertisement and Focus Media Digital Information Technology (Shanghai)
Co., Ltd., or Focus Media Digital, for advertising business operation;
    
    with regard to the operation of our poster frame network, through (i) our indirect
operating subsidiaries such as Shanghai On-Target Advertisement Co., Ltd., or Shanghai
On-Target, and certain other subsidiaries of Focus Media Digital and (ii) certain
subsidiaries of Focus Media Advertisement;
    
    with regard to our outdoor traditional billboard network, through our indirect
subsidiaries 100% owned, directly or indirectly by Hua Kuang Advertising Company
Limited; and
    
    with regard to our movie theater advertising network, through Beijing Yangshi Sanwei
Advertisement Co., Ltd. and Shanghai Zhenhao Advertising Co., Ltd., two subsidiaries
with majority ownership held by Focus Media Advertisement.
   18




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(1)
    
    Loans used to capitalize our PRC operating companies and to facilitate our control over
them.(2)
    
    Agreements that give us effective control over our PRC operating affiliates.(3)
    
    Agreements that ensure a substantial portion of the economic benefits of our operations in
the PRC are maintained by our PRC operating subsidiaires, as described in Related Party
Transactions.(4)
    
    Focus Media Advertisement is 85% owned by Jason Nanchun Jiang and 15% owned by Jimmy Yu.(5)
    
    The Focus Media directly or indirectly WFOE operating subsidiaries include the WFOE operating
subsidiaries (i) relating to our out-of-home television network operations include but not
limited to Focus
 19




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Media Technology, Focus Media Digital , FM China Technology and Focus Media Defeng Advertisement,
and (ii) relating to our poster frame network operations.
 (6)
    
    These consist of subsidiaries of Focus Media Advertisement, which holds between 50% and 100%
of the subsidiaries, with the remaining minority interest held by individual or entity
designated by us or unrelated third parties, which operate our out-of-home television network,
poster frame network, and movie theatre advertising business.(7)
    
    Other Focus Media opearating subsidiaries include those directly or indirectly owned by Focus
Media Digital, which operate a portion of our-of-home television network and poster frame
network.(8)
    
    Huaguang operating subsidiaries include those directly or
indirectly owned by Hua Kuang
Advertising Company Ltd..
    
    
    we are able to exert effective control over our PRC operating affiliates;
    
    a substantial portion of the economic benefits of our PRC
operating affiliates are maintained by us; and
    
    each of our PRC operating subsidiaries or their respective designees has an
exclusive option to purchase all or part of the equity interests in our PRC affiliated
entities or, in some cases, all or part of the assets of our PRC affiliated entities,
in each case when and to the extent permitted by PRC law.
 20




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
    
    the respective ownership structures of our PRC operating subsidiaries and their
respective PRC affiliates and subsidiaries are in compliance with existing PRC laws and
regulations;
    
    the contractual arrangements among our PRC operating subsidiaries and their
respective PRC affiliates, subsidiaries and PRC shareholders of their PRC affiliates,
in each case governed by PRC law are valid, binding and enforceable, and will not
result in any violation of PRC laws or regulations currently in effect, save that
equity pledge created under equity pledge agreements is unenforceable before the equity
pledge registration is duly completed with the local SAIC; and
    
    except as otherwise disclosed in this annual report, the PRC business operations of our PRC operating subsidiaries and their respective
affiliates and subsidiaries as described in this annual report, are in compliance with
existing PRC laws and regulations in all material respects.
   
 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 21




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B. Related Party Transactions
  22




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Year ended December 31,Name of related parties
    
    Director interested
    
    2007
    
    
    2008
    
    
    2009Shanghai Everease
Advertising & Communication
Ltd.
    
    Jason Nanchun Jiang
    
    $
    3,132,954
    
    
    $
    (132,116
    )
    
    $
    Multimedia Park Venture
Capital
    
    Jimmy Wei Yu
    
    
    104
    
    
    
    
    
    
    
    Shanghai Shengchu
Advertising Agency Co.,
Ltd.
    
    Jimmy Wei Yu
    
    
    44,542
    
    
    
    
    
    
    
    CTV Golden Bridge
International Media Co.,
Ltd.
    
    Daqing Qi
    
    
    
    
    
    
    
    
    
    
    277,749Sina.com
    
    Charles Cao
    
    
    1,095,814
    
    
    
    1,637,297
    
    
    
    548,988Sohu.com
    
    Daqing Qi
    
    
    608,150
    
    
    
    2,002,839
    
    
    
    438,536Home-Inn
    
    Neil Nanpeng Shen
    
    
    82,356
    
    
    
    256,690
    
    
    
    89,076Ctrip.com
    
    Neil Nanpeng Shen
    
    
    
    
    
    
    69,863
    
    
    
    486,26351.com
    
    Neil Nanpeng Shen
    
    
    19,611
    
    
    
    718
    
    
    
    Qihoo.com
    
    Neil Nanpeng Shen
    
    
    12,151
    
    
    
    48,385
    
    
    
    38,008UUSEE
    
    Neil Nanpeng Shen
    
    
    27,789
    
    
    
    78,572
    
    
    
    Aikong.com
    
    Jason Nanchun Jiang
    
    
    
    
    
    
    56,190
    
    
    
    Giant Interactive Group Inc.
    
    Jason Nanchun Jiang
    
    
    
    
    
    
    4,153,948
    
    
    
    368,242China Vanke Co., Ltd.
    
    Daqing Qi
    
    
    
    
    
    
    909,775
    
    
    
    459,376Beijing Huayi Brothers
    
    Jason Nanchun Jiang
    
    
    
    
    
    
    43,561
    
    
    
    Tea Care Group Ltd.
    
    Fuming Zhuo
    
    
    
    
    
    
    
    
    
    
    292,606Yadu Huang Ke Technology
Co., Ltd.
    
    Fuming Zhuo
    
    
    243,628
    
    
    
    87,638
    
    
    
    Focus Technology Co., Ltd.
    
    Fuming Zhuo
    
    
    
    
    
    
    
    
    
    
    43,200Total
    
    
    
    $
    5,267,099
    
    
    $
    9,213,360
    
    
    $
    3,042,044
  Year ended December 31,Name of related parties
    
    Director interested
    
    2007
    
    
    2008
    
    
    2009Sina.com
    
    Charles Cao
    
    $
    24,755,004
    
    
    $
    50,294,367
    
    
    $
    28,635,023Sohu.com
    
    Daqing Qi
    
    
    14,596,893
    
    
    
    39,061,219
    
    
    
    17,208,874Ctrip.com
    
    Neil Nanpeng Shen
    
    
    130,230
    
    
    
    343,546
    
    
    
    146,35651.com
    
    Neil Nanpeng Shen
    
    
    204,612
    
    
    
    887,603
    
    
    
    195,376Qihoo.com
    
    Neil Nanpeng Shen
    
    
    305,413
    
    
    
    847,021
    
    
    
    109,564UUSEE
    
    Neil Nanpeng Shen
    
    
    15,929
    
    
    
    306,899
    
    
    
    E-House(China) Holdings Limited
    
    Neil Nanpeng Shen
    
    
    2,008
    
    
    
    
    
    
    
    StormNet Information Technology
    
    David Zhang
    
    
    
    
    
    
    
    
    
    
    21,928Total
    
    
    
    $
    40,010,089
    
    
    $
    91,740,655
    
    
    $
    46,317,121
  December 31,Name of related parties
    
    Note
    
    Director interested
    
    2008
    
    
    2009Shanghai Everease Advertising &
Communication Ltd.
    
    (a)
    
    Jason Nanchun Jiang
    
    $
    4,136
    
    
    $
    Multimedia Park Venture Capital
    
    (a)
    
    Jimmy Wei Yu
    
    
    232,399
    
    
    
    Sina.com
    
    (a)
    
    Charles Cao
    
    
    2,183,809
    
    
    
    570,113Sohu.com
    
    (a)
    
    Daqing Qi
    
    
    4,905,642
    
    
    
    2,685,730Ctrip.com
    
    (a)
    
    Neil Nanpeng Shen
    
    
    49,401
    
    
    
    (293
    )
 23




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December 31,Name of related parties
    
    Note
    
    Director interested
    
    2008
    
    
    200951.com
    
    (a)
    
    Neil Nanpeng Shen
    
    
    215,854
    
    
    
    UUSEE
    
    (a)
    
    Neil Nanpeng Shen
    
    
    18,937
    
    
    
    Tea Care Group Ltd.
    
    (a)
    
    Fuming Zhuo
    
    
    
    
    
    
    21,475China Vanke Co., Ltd.
    
    (a)
    
    Daqing Qi
    
    
    
    
    
    
    7,379Home-Inn
    
    (a)
    
    Neil Nanpeng Shen
    
    
    23,838
    
    
    
    Yadu Huang Ke Technology Co., Ltd.
    
    (a)
    
    Fuming Zhuo
    
    
    146,033
    
    
    
    Qihoo.com
    
    (a)
    
    Neil Nanpeng Shen
    
    
    53,724
    
    
    
    Giant Interactive Group, Inc.
    
    (a)
    
    Jason Nanchun Jiang
    
    
    174,079
    
    
    
    Total
    
    
    
    
    
    $
    8,007,852
    
    
    $
    3,284,404
 
 Note (a)  These amounts represent trade receivables for advertising services provided.  December 31,Name of related parties
    
    Note
    
    Director interested
    
    2008
    
    
    2009Sina.com
    
    (b)
    
    Charles Cao
    
    $
    11,586,228
    
    
    $
    2,126,612Sohu.com
    
    (b)
    
    Daqing Qi
    
    
    3,039,075
    
    
    
    51.com
    
    (b)
    
    Neil Nanpeng Shen
    
    
    554,326
    
    
    
    32,871UUSEE
    
    (b)
    
    Neil Nanpeng Shen
    
    
    151,197
    
    
    
    Home-Inn
    
    (b)
    
    Neil Nanpeng Shen
    
    
    
    
    
    
    StormNet Information Technology
    
    (b)
    
    David Zhang
    
    
    
    
    
    
    54,376Qihoo.com
    
    (b)
    
    Neil Nanpeng Shen
    
    
    129,427
    
    
    
    158Giant Interactive Group Inc.
    
    (b)
    
    Jason Nanchun Jiang
    
    
    146,314
    
    
    
    Ctrip.com
    
    (b)
    
    Neil Nanpeng Shen
    
    
    80,543
    
    
    
    16,877Total
    
    
    
    
    
    $
    15,687,110
    
    
    $
    2,230,894
 
 Note (b)  The amounts represent trade payables for advertising services purchased. Other Related Party Transactions
 Loans to Shareholders of Our PRC Operating Affiliates
  Share Subscription by JJ Media Investment Holding Limited
  Transactions with Entities Affiliated with Jimmy Wei Yu
  24




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Management Buy-in To Internet Division
  Agreements among Us, Our PRC Operating Subsidiaries, Our PRC Operating Affiliates and Their
Shareholders
   Transfer of Ownership When Permitted By Law
  Voting Arrangements
  Equity Pledge Agreements
  25




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ITEM 10. ADDITIONAL INFORMATION
 D. Exchange Controls
     
    
    prior to establishing or assuming control of an offshore company for the purpose of
financing that offshore company with assets or equity interests in an onshore
enterprise in the PRC, each PRC resident, whether a natural or legal person, must
complete the overseas investment foreign exchange registration procedures with the
relevant local SAFE branch;
    
    an amendment to the registration with the local SAFE branch is required to be filed
by any PRC resident that directly or indirectly holds interests in that offshore
company upon either (1) the injection of equity interests or assets of an onshore
enterprise to the offshore company, or (2) the completion of any overseas fund raising
by such offshore company; and
 26




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
    
    an amendment to the registration with the local SAFE branch is also required to be
filed by such PRC resident when there is any material change involving a change in the
capital of the offshore company, such as (1) an increase or decrease in its capital,
(2) a transfer or swap of shares, (3) a merger or division, (4) a long term equity or
debt investment, or (5) the creation of any security interests over the relevant assets
located in China.
   27




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##### Table of Contents



PART III
 
 ITEM 19. EXHIBITS
 ExhibitNumber
    
    Description of Exhibits3.1*
    
    Amended and Restated Memorandum and Articles of Association of Focus Media
Holding Limited.4.1*
    
    Specimen Ordinary Share Certificate.4.2*
    
    Amended and Restated Shareholders Agreement of Focus Media Holding
Limited, dated December 2, 2004, among Focus Media Holding Limited, its
subsidiaries, its ordinary shareholders, its preferred shareholders and
the investors named therein.4.3*
    
    Deposit Agreement dated July 18, 2005 among the Registrant, Citibank, N.A.
and holders of the American Depositary Receipts (incorporated by reference
to the registration statement on Form F-6 (File No. 333-126011) filed with
the Securities and Exchange Commission with respect to American Depositary
Shares representing ordinary shares).5.1*
    
    Form of opinion of Conyers Dill & Pearman, Cayman Islands special counsel
to the registrant, regarding the validity of the ordinary shares being
registered.5.2*
    
    Form of opinion of Global Law Office, counsel as to PRC law to the
registrant, regarding the validity of (i) the corporate structure of Focus
Media Technology (Shanghai) Co., Ltd. and Shanghai Focus Media
Advertisement Co., Ltd. and contractual arrangements among Focus Media
Technology (Shanghai) Co., Ltd., Shanghai Focus Media Advertisement Co.,
Ltd. and its subsidiaries, Jason Nanchun Jiang and Jimmy Wei Yu, (ii) the
corporate structure of Framedia Investment and Shanghai Framedia
Advertisement Development Co., Ltd. and contractual arrangements among
Framedia Investment and Shanghai Framedia Advertisement Development Co.,
Ltd. and its subsidiaries, Jason Nanchun Jiang and Jimmy Wei Yu and (iii)
the corporate structure of Shanghai Focus Media Advertisement Co., Ltd.,
Shanghai Focus Media Advertising Agency Co., Ltd., Beijing Dotad
Technology Co., Ltd., Beijing Focus Media Wireless Technology Co., Ltd.,
Jason Nanchun Jiang and Jimmy Wei Yu.8.1*
    
    Form of opinion of Conyers Dill & Pearman, special Cayman Islands tax
counsel to the registrant, regarding tax matters.10.1*
    
    Rules of the 2003 Employee Share Option Scheme and form of grant letter.10.4*
    
    Equity Pledge Agreement, dated March 28, 2005, by and among Jason Nanchun
Jiang, Jimmy Wei Yu, Shanghai Focus Media Advertisement Co., Ltd., Focus
Media Technology (Shanghai) Co., Ltd., Focus Media Digital Information
Technology (Shanghai) Co., Ltd. and certain subsidiaries of Shanghai Focus
Media Advertisement Co., Ltd.10.5*
    
    Call Option Agreement, dated March 28, 2005, among Jason Nanchun Jiang,
Jimmy Wei Yu, Shanghai Focus Media Advertisement Co., Ltd., Focus Media
Technology (Shanghai) Co., Ltd. and certain subsidiaries of Shanghai Focus
Media Advertisement Co., Ltd10.6*
    
    Shareholders Voting Rights Proxy Agreement, dated March 28, 2005, among
Jason Nanchun Jiang, Jimmy Wei Yu, Shanghai Focus Media Advertisement Co.,
Ltd., Focus Media Technology (Shanghai) Co., Ltd. and certain subsidiaries
of Shanghai Focus Media Advertisement Co., Ltd.10.9*
    
    Loan Agreement, dated June 10, 2003, among Focus Media Holding Limited,
Jason Nanchun Jiang, Jimmy Wei Yu, Yuanzhe Fu, Yibing Zhou and Yiqing Hou.10.10*
    
    Loan Agreement, dated March 28, 2005, by and between Jason Nanchun Jiang
and Focus Media Technology (Shanghai) Co., Ltd.10.11*
    
    Loan Agreement, dated March 28, 2005, by and among Jimmy Wei Yu, Focus
Media Technology (Shanghai) Co., Ltd. and Shanghai Focus Media
Advertisement Co., Ltd.10.12*
    
    Form of Employment Agreement of Focus Media Technology (Shanghai) Co., Ltd.10.13*
    
    Manager Non-Competition Agreement entered into by Focus Media Holding
Limited and Jason Nanchun Jiang on November 29, 2004.10.14*
    
    Technology Transfer Agreement entered into by Jimmy Wei Yu and Focus Media
Digital Information (Shanghai) Co., Ltd., dated November 1, 2004.10.15*
    
    Asset and Business Acquisition Agreement between Shanghai Everease
Communication Company and Shanghai Focus Media Advertisement Co., Ltd.
dated July 1, 2003.
 28




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits10.16*
    
    Everease Non-competition Agreement between Focus Media Holding Limited and
Shanghai Everease Communication Company, dated as of November 2004.10.17*
    
    Sales Contract between Shanghai Everease Communication Company and
Shanghai Focus Media Advertisement Co., Ltd., dated May 2003.10.18*
    
    Project Cooperation Framework Agreement between Shanghai Everease
Communication Company and Beijing Suodi Advertising Co., Ltd., dated
February, April and June 2003.10.19*
    
    Transfer Agreement on Project Cooperation Framework Agreement between
Shanghai Focus Media Advertisement Co., Ltd. and Beijing Suodi Advertising
Co., Ltd., dated August 28, 2003.10.20*
    
    Business Agency Agreement between Shanghai On-Target Advertising Co., Ltd.
and Shanghai Focus Media Advertisement Co., Ltd.10.21*
    
    Agreement between Shanghai On-Target Advertising Co., Ltd., Jimmy Wei Yu,
Shanghai Focus Media Advertisement Co., Ltd., Union Enterprise Holding
Co., Ltd. and Shenlong Lin, dated October 15, 2003.10.22*
    
    Acknowledgement Letter entered into as of March 28, 2005 by and among
Shanghai Focus Media Advertisement Co., Ltd., Focus Media Technology
(Shanghai) Co., Ltd., Focus Media Digital Information Technology
(Shanghai) Co., Ltd. and  certain then subsidiaries of Shanghai Focus Media
Advertisement Co., Ltd.10.23*
    
    Share Option Plan 2005.10.48*
    
    Share Purchase Agreement, dated October 15, 2005, as amended and
supplemented, among Focus Media Holding Limited, Infoachieve Limited,
Total Team Investments Limited and the other Infoachieve parties named
therein.10.49*
    
    Share Purchase Agreement, dated as of January 7, 2006, among Focus Media
Holding Limited, Target Media Holdings Limited and Its Shareholders.10.50*
    
    Asset Transfer Agreement, dated December 31, 2005, by and between Focus
Media Digital Information Technology (Shanghai) Co., Ltd. and Shanghai New
Focus Media Advertisement Co., Ltd.10.51*
    
    Share Purchase Agreement, dated March 7, 2006, by and among Focus Media
Holding Limited and Dotad Wireless Holdings Co., Ltd.
 29




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits10.70*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated
May 22, 2006, of Fuzhou Fukesi Advertising Co., Ltd.10.71*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated
May 22, 2006, of Fuzhou Fukesi  Advertising Co., Ltd.10.72*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights
Proxy Agreement, dated May 22, 2006, of Fuzhou Fukesi Advertising
Co., Ltd.10.79*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated
May 22, 2006, of Shanghai Jiefang Focus Media Advertisement
& Communication Co., Ltd.10.80*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated
May 22, 2006, of Shanghai Jiefang Focus Media Advertisement
&
Communication Co., Ltd.10.81*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights
Proxy Agreement, dated May 22, 2006, of Shanghai Jiefang Focus Media
Advertisement & Communication Co., Ltd.10.82*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated
May 22, 2006, of Shanghai Perfect Media Advertising Agency Co., Ltd.10.83*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated
May 22, 2006, of Shanghai Perfect Media Advertising Agency Co., Ltd.10.84*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights
Proxy Agreement, dated May 22, 2006, of Shanghai Perfect Media Advertising
Agency Co., Ltd.10.85
    
    Confirmation Letter, dated as of
August 30, 2010, among Shanghai Focus Media Advertisement
Co., Ltd., Jimmy Wei Yu, Shanghai Perfect Media Advertising
Agency Co., Ltd., Focus Media Technology (Shanghai) Co., Ltd.
and Focus Media Digital Information Technology (Shanghai)
Co., Ltd.10.97*
    
    2006 Share Option Plan.10.98*
    
    Share Purchase Agreement, dated as of February 28, 2007, among Allyes
Information Technology Company Limited, the selling shareholders named
therein and Focus Media Holding Limited.
 30




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits10.168*
    
    Termination and Release Agreement, dated as of December 8, 2008, among
Focus Media Holding Limited, CGEN Digital Media Company Limited, Chan Yi
Sing (individually and as representative of all CGEN selling
shareholders), Guanyong Tian and Mei Lijun.10.181*
    
    Asset Purchase Agreement, dated as of December 22, 2008, between Focus
Media Holding Limited and SINA Corporation.10.182*
    
    2010 Employee Share Option Plan.10.183*
    
    Subscription Agreement, dated as of September 23, 2009, between Focus
Media Holding Limited and JJ Media Investment Holding Limited.10.184*
    
    Restricted ADS Facility Letter, dated as of November [9], 2009, between
Focus Media Holding Limited and Citibank, N.A., as depositary.10.185*
    
    Purchase and Sale Agreement, dated as of January 1, 2010, among Focus
Media Holding Limited, Allyes and the purchasers named therein with regard
to certain assets outside China.10.186*
    
    Purchase and Sale Agreement, dated as of January 1, 2010, among Focus
Media Holding Limited, Allyes and the purchasers named therein with regard
to certain assets inside China.10.187
    
    Share Purchase Agreement By and Among Focus Media Holding Limited,
Asteroid Media Holding Limited, and Focus Media Holding Limited, as
representative and attorney-in-fact, dated as of July 30, 2010.12.1
    
    Certificate of Chief Executive Officer.12.2
    
    Certificate of Chief Financial Officer.13.1
    
    Certification of Periodic Financial Report.13.2
    
    Certification of Periodic Financial Report.15.1
    
    Consent of Global Law Office.21.1
    
    List of Subsidiaries.
 
 *
    
    Previously filed.
    
    Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 24b-2
promulgated under the Securities Exchange Act, which portions are omitted and filed separately
with the Securities and Exchange Commission. 31




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##### Table of Contents



SIGNATURES
  Focus Media Holding LimitedBy:
    /s/ Jason Nanchun JiangName:
    Jason Nanchun JiangTitle:
    Chairman and Chief Executive Officer Date:
September 7, 2010
 32