Exhibit 5.2
(FANGDA PARTNERS PRC LAWYERS ▇▇▇▇▇▇▇▇▇▇)
Focus Media Holding Limited
▇▇▇▇▇▇▇ ▇▇▇▇▇ (Asia) L.L.C.
Credit Suisse First Boston
and the other Underwriters to be named in the
underwriting agreement referred to below
c/o Goldman ▇▇▇▇▇ (Asia) L.L.C.
68th Floor, ▇▇▇▇▇▇ Kong Center
▇ ▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
July [ ] [FD: TO BE FILLED IN], 2005
RE: LEGAL OPINION
-----------------
Ladies and Gentlemen,
We are qualified lawyers of the People's Republic of China ("PRC") and are
qualified to issue an opinion on the laws and regulations of the PRC. For the
purpose of this opinion, PRC does not include the regions of Hong Kong, Macao
and Taiwan.
We are acting as PRC counsel to Focus Media Holding Limited (the "Company"), a
company organized under the laws of the Cayman Islands, in connection with (A)
the Company's registration statement on Form F-1 (the "Registration Statement"),
publicly filed with the Securities and Exchange Commission (the "SEC") under the
U.S. Securities Act of 1933, as amended, including the prospectus that forms a
part of the registration statement (the "Prospectus"), on the date of this
opinion, relating to the offering by the Company and certain selling
shareholders of the Company of a certain number of the Company's American
Depositary Shares ("ADSs"), each representing ten ordinary shares of par value
US$0.00005 per share of the Company, and (B) the sale of the Company's ADSs and
listing of the Company's ADSs on the Nasdaq National Market (the "Transaction").
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We have been requested, pursuant to the terms on the underwriting agreement
dated July [ ], 2005 (the "Underwriting Agreement") among the several
underwriters named therein, the Company and the several selling shareholders, to
give this opinion on, inter alia, (A) the legality of the ownership structure of
all of the following entities (collectively referred to herein as the "PRC Group
Entities"): (i) Focus Media Technology (Shanghai) Co., Ltd. ("WFOE"); (ii)
Shanghai Focus Media Advertisement Co., Ltd. ("AdCo") and its branches in
Beijing, Shenzhen, Guangzhou and Wenzhou (collectively, the "AdCo Branches");
(iii) Shanghai Focus Media Advertising Agency Co., Ltd. ("New AdCo"); (iv) Focus
Media Digital Information Technology (Shanghai) Co., Ltd. ("TechCo"); and (v)
each of the following PRC entities (collectively, the "AdCo Subsidiaries"): (1)
Chongqing Geyang Focus Media Culture & Boardcasting Co., Ltd., (2) Zhejiang
Ruihong Focus Media Advertising Communications Co., Ltd., (3) Qingdao Fukesi
Advertisement Co., Ltd., (4) Changsha Focus Media Shiji Advertisement Co., Ltd.,
(5) Dalian Focus Media Advertising Co., Ltd., (6) Shanghai On-Target
Communications Co., Ltd., (7) Sichuan Focus Media Advertising Communications
Co., Ltd., (8) Yunnan Focus Media Co., Ltd., (9) Nanjing Focus Media Advertising
Co., Ltd., (10) Wuhan Geshi Focus Media Advertising Co., Ltd., (11) Shanghai
Perfect Media Advertising Co., Ltd., (12) Shanghai Qianjian Advertising Co.,
Ltd., (13) Guangzhou Framedia Advertising Company Ltd., (14) Zhuhai FocusMedia
Culture and Communication Company Ltd., (15) Hebei Tianma Weiye Advertising
Company Ltd., (16) Tianjin Focus Tongsheng Advertising Company Ltd., (17) Xiamen
Focus Media Advertising Company Ltd. and (18) Xi'an Focus Media Advertising &
Information Company Ltd., (B) the legality, validity and enforceability of the
agreements listed in Schedule I hereto (collectively, the "Agreements"), (C) the
legality of the transactions and business operations of the PRC Group Entities
as described in the Prospectus, and (D) certain matters relating to the
Underwriting Agreement.
As used herein, (A) "PRC Law" means all applicable laws, regulations, rules,
orders, decrees, guidelines judicial interpretations and other legislation of
the PRC, including tax laws and regulations, in effect on the date of this
opinion; (B) "PRC Authorities" means any national, provincial or local
governmental, regulatory or administrative authority, agency or commission in
the PRC, or any court, tribunal or any other judicial or arbitral body in the
PRC, or any body exercising, or entitled to exercise, any administrative,
judicial, legislative, police, regulatory, or taxing authority or power of
similar nature in the PRC; and (C) "Approvals" means all approvals, consents,
waivers, sanctions, certificates, authorizations, filings, disclosures,
registrations, exemptions, permissions, endorsements, annual inspections,
qualifications, permits and licenses required by any PRC Authorities pursuant to
any PRC Law.
In so acting, we have examined the originals or copies, certified or otherwise
identified to our satisfaction, provided to us by the Company and such other
documents, corporate records, certificates, Approvals and other instruments as
we have deemed necessary or advisable for the purpose of rendering this opinion,
including, without limitation, originals or copies of the Agreements and
certificates issued by PRC Authorities and officers of the Company.
In examination of the documents and for the purpose of giving this opinion, we
have
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assumed without further inquiry:
(a) the genuineness of all signatures, seals and chops, the authenticity
of all documents submitted to us as originals, and the conformity with
the originals of all documents submitted to us as copies;
(b) the truthfulness, accuracy and completeness of all factual statements
in the documents; and
(c) that all parties to the Agreements (other than the PRC Group Entities,
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇) have the requisite power and
authority to enter into the Agreements and to perform their
obligations thereunder, that and all parties to the Agreements (other
than the PRC Group Entities, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇)
have duly authorized, executed and delivered the relevant Agreements
and that none of the Agreements has been revoked, amended, varied,
cancelled or supplemented as of the date of this opinion.Based on the
foregoing, we are of the opinion that:
1. WFOE has been duly organized and is validly existing as a wholly foreign
owned enterprise with legal person status and limited liability under PRC
Law and its business license and articles of association are in full force
and effect under, and in compliance with, PRC Law. ▇▇▇▇ has been duly
qualified as a foreign invested enterprise. All of the registered capital
of WFOE has been fully paid and all the equity interest of the WFOE is
owned by Focus Media (China) Holding Limited ("Focus Media Kong Kong") and,
to the best of our knowledge after due inquiry, such equity interest is
owned by Focus Media Hong Kong free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or other third party right
(collectively, "Encumbrances"). WFOE's investment in TechCo does not exceed
50%, in the aggregate, of WFOE's actual total net assets as defined by the
PRC Company Law and relevant regulations under PRC Law.
2. Each of AdCo, New AdCo, TechCo and the AdCo Subsidiaries, has been duly
organized and is validly existing as a limited liability company under PRC
Law and its business license and articles of association are in full force
and effect under, and in compliance with, PRC Law. All of the registered
capital of AdCo has been fully paid and 85% of the equity interest of AdCo
is owned by ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and 15% of the equity interest of AdCo is
owned by ▇▇▇▇▇ ▇▇▇ ▇▇ and, to the best of our knowledge after due inquiry,
such equity interest is owned by each of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇
▇▇ free and clear of any Encumbrances except as described in the
Prospectus. Each of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇ is a PRC citizen.
Each of the AdCo Branches has been duly established and is validly existing
with its business license in full force and effect under PRC Law. AdCo's
investment in all of the AdCo Subsidiaries does not exceed 50%, in the
aggregate, of AdCo's actual total net assets as defined by the PRC Company
Law and relevant regulations under PRC Law. All of the registered capital
of New AdCo has been fully paid and 90% of the equity interest of New AdCo
is owned by AdCo and 10% of the equity interest of New AdCo is
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owned by ▇▇▇▇▇ ▇▇▇ ▇▇ and, to the best of our knowledge after due inquiry,
such equity interest is owned by each of AdCo and ▇▇▇▇▇ ▇▇▇ ▇▇ free and
clear of any Encumbrances except as described in the Prospectus. All of the
registered capital of TechCo has been fully paid and 90% of the equity
interest of TechCo is owned by WFOE and 10% of the equity interest of
TechCo is owned by AdCo and, to the best of our knowledge after due
inquiry, except as described in the Prospectus, such equity interest is
owned by each of them free and clear of any Encumbrances. All of the
registered capital of each of the AdCo Subsidiaries has been fully paid,
and all the equity interests in the AdCo Subsidiaries is owned by AdCo in
the percentages set forth in the "Our Corporate Structure" section of the
Prospectus and, to the best of our knowledge after due inquiry, such equity
interests are owned by AdCo free and clear of any Encumbrances, except as
described in the Prospectus.
3. Except as described in the Prospectus, each of the PRC Group Entities has
full legal right, authority, power and all necessary Approvals to own, use,
sell, lease, license and operate its assets and to conduct its business as
described in the Prospectus, none of the Approvals contains any materially
burdensome restrictions or conditions not described in the Prospectus, and
each of the PRC Group Entities is in compliance with the provisions of such
Approvals in all material respects. Except as described in the Prospectus,
we are not aware, after due inquiry, of anything that will cause us to
reasonably believe that any PRC Authorities are considering modifying,
suspending, revoking or not renewing any such Approvals.
4. Except as described in the Prospectus, to the best of our knowledge after
due inquiry, none of the PRC Group Entities is (A) in violation of any PRC
Law; (B) in violation of its business license, articles of association,
other constitutional documents (if any) or Approvals; (C) in breach or
default in the performance or observance of any of the terms or provisions
of the Agreements; or (D) apart from the Agreements, in breach or default
in the performance or observance of any of the terms or provisions of any
contract, license, indenture, mortgage, deed of trust, loan agreement,
note, lease or other agreement or instrument to which it is a party or by
which it or any of its properties may be bound, except for such violation,
breach or default under clauses (A) and (D) which would not, individually
or in the aggregate, have a material adverse effect on the general affairs,
management, shareholders' equity, results of operations or position,
financial or otherwise, of the PRC Group Entities.
5. In the course of our representation of the Company, nothing has come to our
attention that would lead us to reasonably believe (A) that the description
of the display placement agreements in the "Business" section of the
Prospectus is not true, complete and accurate in all material respects, or
(B) that any of the display placement agreements would be unenforceable
under PRC Law, provided that you understand that our opinion in this
paragraph is based solely on our review of what we believe, based upon our
due inquiry with the Company, is a representative sample of the display
placement agreements and that we have not performed any comprehensive
review of all of the display placement agreements.
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6. Each of the PRC Group Entities, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇ has
full power, authority and legal right to enter into, execute, adopt,
assume, issue, deliver and perform their respective obligations under each
of the Agreements to which they are a party, and has authorized, executed
and delivered each of the Agreements to which they are a party, and such
obligations constitute valid, legal and binding obligations enforceable
against each of them in accordance with the terms of each of the
Agreements. Each of the Agreements is in proper legal form under PRC Law
for the enforcement thereof against each of the PRC Group Entities, ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as the case may be, in the PRC without
further action by any of them.
7. The execution, delivery and performance of each of the Agreements by the
parties thereto, and the consummation of the transactions contemplated
thereunder, will not (A) result in any violation of the business license,
articles of association, other constitutional documents (if any) or
Approvals of any of the PRC Group Entities; (B) result in any violation of
or penalty under any PRC Law; or (C) to the best of our knowledge, after
due inquiry conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any other contract,
license, indenture, mortgage, deed of trust, loan agreement, note, lease or
other agreement or instrument to which any of them is a party or by which
any of them is bound or to which any of their property or assets is
subject, except for such violation, breach or default under clauses (B) and
(C) which would not, individually or in the aggregate, have a material
adverse effect on the general affairs, management, shareholders' equity,
results of operations or position, financial or otherwise, of the PRC Group
Entities.
8. The description of the corporate structure of the PRC Group Entities and
the Agreements set forth in the "Our Corporate Structure" and "Related
Party Transactions--Agreements Among Us, Focus Media Technology, Focus
Media Digital, Focus Media Advertisement and Its Subsidiaries" sections of
the Prospectus are true and accurate in all material respects and nothing
has been omitted from such description which would make the same misleading
in any materials respect. No Approvals are required under any PRC Law in
connection with the Agreements or the performance of the terms thereof
(except for the filing of the Trademark License Agreement and the approval
and filing requirements under the Call Option Agreement and Equity Pledge
Agreement described therein), and no stamp duty or similar tax is required
to be paid in connection with the Agreements (except for the Business
Cooperation Agreement, Technology License and Service Agreement, Trademark
License Agreement and Equity Pledge Agreement listed on Schedule I, stamp
duty on which each of the PRC Group Entities has undertaken to pay when
due).
9. None of the PRC Group Entities is entitled to any immunity from any legal
proceedings or process or from enforcement, execution or attachment in
respect of their obligations in the transactions contemplated under any of
the Agreements.
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10. Except as described in the Prospectus, to the best of our knowledge after
due inquiry, there are no legal, arbitration or governmental proceedings
pending, threatened or contemplated in the PRC by or against any of the PRC
Group Entities, or to which the property of any of them may be subject,
which, if determined adversely against any of the PRC Group Entities, would
individually or in the aggregate have a material adverse effect on the PRC
Group Entities.
11. The statements in the Prospectus under the sections entitled "Prospectus
Summary", "Risk Factors", "Our Corporate Structure", "Management's
Discussion and Analysis of Financial Condition and Results of Operations",
"Industry", "Business", "Regulation of Our Industry", "Management",
"Related Party Transactions", "Taxation" and "Enforcement of Civil
Liabilities", to the extent such statements relate to matters of PRC Law,
are true and accurate in all material respects, and nothing has been
omitted from such statements which would make the same misleading in any
material respect.
12. The choice of PRC Law as the governing law in any of the Agreements that by
their terms are governed by PRC Law is a valid choice of governing law and
will be binding on the parties to the relevant Agreement.
13. Except as disclosed in the Prospectus, all dividends declared and payable
upon the equity interests in WFOE may under PRC Law be paid to Focus Media
Hong Kong in Renminbi that may be converted into U.S. dollars and freely
transferred out of the PRC, and all such dividends are not and, except as
disclosed in the Prospectus, will not be subject to withholding or other
taxes under PRC Law and, except as disclosed in the Prospectus, are
otherwise free and clear of any other tax, withholding or deduction in the
PRC, and without the necessity of obtaining any authorization from any PRC
Authorities in the PRC.
(Capitalized terms not otherwise defined in items 14 to 18 below shall have the
meaning ascribed to them in the Underwriting Agreement)
14. No stamp or other issuance or transfer taxes or duties and no capital
gains, income, withholding or other taxes are payable by or on behalf of
the Underwriters to any PRC Authorities in connection with (A) the deposit
with the Depositary of Shares against the issuance of ADRs evidencing the
ADSs, (B) the sale and delivery by the Company and the Selling Shareholders
of the ADSs and the Shares to or for the respective accounts of the
Underwriters or (C) the sale and delivery outside PRC by the Underwriters
of the ADSs and the Shares to the initial purchasers thereof in the manner
contemplated in the Underwriting Agreement.
15. The (A) irrevocable submission of each of the Company and the Selling
Shareholders to the jurisdiction of any New York Court, (B) waiver by each
of the Company and the Selling Shareholders of any objection to the venue
of a proceeding in a New York Court, (C) waiver and agreement not to plead
an inconvenient forum, (D) waiver of sovereign immunity, and (E) agreement
of each of the Company and the Selling Shareholders that the Underwriting
Agreement, the Deposit Agreement, the Custody Agreements and the Powers of
6
Attorney (collectively, the "Underwriting Documents") shall be construed in
accordance with and governed by the laws of the State of New York, in each
case is legal, valid and binding under PRC Law and any judgment obtained in
a New York Court arising out of or in relation to the obligations of each
of the Company and the Selling Shareholders under the Underwriting
Documents, as applicable, will be recognized by the PRC Authorities, and
(F) service of process duly effected in the manner set forth in the
Underwriting Documents, will be effective, insofar as PRC Law is concerned,
to confer valid personal jurisdiction over each of the Company and the
Selling Shareholders, subject to (i) relevant PRC Law including without
limitation the PRC Civil Procedural Law and the provisions regarding choice
of foreign law under PRC General Principles of Civil Law to the effect that
choice of foreign law to circumvent compulsory or prohibitive PRC
regulatory provisions is invalid under PRC Law, and (ii) the conditions
described under the caption "Enforceability of Civil Liabilities" in the
Prospectus;
16. The indemnification and contribution provisions set forth in the
Underwriting Agreement and the Deposit Agreement do not contravene PRC Law;
17. The (A) issue and sale of the Shares and the ADSs being delivered at such
Time of Delivery, (B) deposit of the Shares with the Depositary against
issuance of the ADRs evidencing the ADSs to be delivered at such Time of
Delivery, (C) compliance by the Company with all of the provisions of the
Underwriting Agreement, the Deposit Agreement and the Custody Agreements
(D) compliance by each of the Selling Shareholders with all of the
provisions of the Underwriting Documents, and (E) consummation of the
transactions contemplated under the Underwriting Documents, in each case
will not (i) result in any violation of or penalty under any PRC Law, or
(ii) result in any violation or breach of the business license, articles of
association or other constitutional or organizational documents of the PRC
Group Entities, or (iii) conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, any
contract, license, indenture, mortgage, deed of trust, loan agreement,
note, lease or other agreement or instrument to which any of the PRC Group
Entities is a party or by which any of the PRC Group Entities is bound or
to which any of the property or assets of any of the PRC Group Entities is
subject, except for such violation, breach or default under clauses (i) and
(iii) which would not, individually or in the aggregate, have a material
adverse effect on the general affairs, management, shareholders' equity,
results of operations or position, financial or otherwise, of the PRC Group
Entities and which would not prevent the transactions in clauses (A), (B),
(C), (D) and (E) of this paragraph from occurring;
18. Except as disclosed in the Prospectus, no Approvals are required for the
Underwriters and the Company in connection with issue and sale of the
Shares and the ADSs, the deposit of the Shares with the Depositary against
issuance of the ADRs evidencing the ADSs to be delivered at such Time of
Delivery or the consummation of the transactions contemplated by the
Underwriting Documents. In giving such opinion, (A) with respect to all
matters of United States federal and New York law we have relied upon the
opinions of United States counsel for the
7
Company delivered to the Company, (B) with respect to all matters of Cayman
Islands law and the laws of other jurisdictions of the Selling Shareholders
we have relied upon the opinions of counsel for the Company and the Selling
Shareholders in the respective jurisdictions delivered to the Company and
(C) with respect to all matters of Hong Kong law we have relied upon the
opinions of Hong Kong counsel for the Company delivered to the Company;
Although we do not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement or the
Prospectus (except as otherwise specifically stated in opinion 8 and opinion 11
above), we have no reason to believe that, as of its effective date, the
Registration Statement (other than the financial statements and related
schedules therein, as to which we do not express any opinion) contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
or that, as of the date of the Prospectus or the date hereof, the Prospectus
(other than the financial statements and related schedules therein, as to which
we do not express any opinion) contained an untrue statement of a material fact
or omitted to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
This opinion is subject to the following qualifications:
(a) This opinion, as it relates to the enforceability of the Agreements,
the Underwriting Documents or any other agreements to which any of the
PRC Group Entities, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇ ▇▇ is a party, is
subject to (A) any applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or similar laws affecting
creditors' rights generally, (B) possible judicial or administrative
actions or any PRC Law affecting creditors' rights, and (C) certain
equitable, legal or statutory principles affecting the enforceability
of contractual rights generally under concepts of public interest,
interests of the State, national security, reasonableness, good faith
and fair dealing, and applicable statutes of limitation.
(b) This opinion relates only to PRC Law and we express no opinion as to
any laws other than PRC Laws.
PRC Law as used in this opinion refers to PRC Law currently in force as of the
date of the opinion and there is no guarantee that any of such PRC Law will not
be changed, amended or revoked in the immediate future or in the longer term
with or without retroactive effect.
This opinion is intended to be used in the context which is specifically
referred to herein and each paragraph should be looked at as a whole and no part
should be extracted and referred to independently.
We hereby consent to the use of this opinion in, and the filing hereof as an
exhibit to, the Registration Statement, and to the reference to our name in the
Prospectus included in
8
such Registration Statement. In giving such consent, we do not thereby admit
that we fall within the category of the person whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the regulations
promulgated thereunder. This opinion is delivered solely to you and solely for
the purpose of and in connection with the Registration Statement publicly
submitted to the Securities and Exchange Commission on the date of this opinion.
Yours faithfully,
Fangda Partners
9
SCHEDULE I
AGREEMENTS
1. Control Documents
------------------
(1) Call Option Agreement, dated as of March 28, 2005, among ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇, Shanghai Focus Media Advertisement Co., Ltd. and Focus
Media Technology (Shanghai) Co., Ltd.;
(2) Trust Agreement, dated as of March 28, 2005, between Shanghai Focus Media
Advertisement Co., Ltd. and Focus Media Technology (Shanghai) Co., Ltd.;
(3) Business Cooperation Agreement, dated as of March 28, 2005, among Shanghai
Focus Media Advertisement Co., Ltd., Shanghai Focus Media Advertising
Agency Co., Ltd., and certain subsidiaries of Shanghai Focus Media
Advertisement Co., Ltd.;
(4) Loan Agreement, dated as of March 28, 2005, among ▇▇▇▇▇ ▇▇▇ ▇▇, Focus Media
Technology (Shanghai) Co., Ltd., and Shanghai Focus Media Advertisement
Co., Ltd.;
(5) Loan Agreement, dated as of March 28, 2005, between ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and
Focus Media Technology (Shanghai) Co., Ltd.;
(6) Trademark License Agreement, dated as of March 28, 2005, among Focus Media
Technology (Shanghai) Co., Ltd., Shanghai Focus Media Advertisement Co.,
Ltd. and certain subsidiaries of Shanghai Focus Media Advertisement Co.,
Ltd.;
(7) Equity Pledge Agreement, dated as of March 28, 2005, among ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇, Shanghai Focus Media Advertisement Co., Ltd., Focus
Media Technology (Shanghai) Co., Ltd., Focus Media Digital Information
Technology (Shanghai) Co., Ltd. and certain subsidiaries of Focus Media
Advertising C; and
(8) Shareholders' Voting Rights Proxy Agreement, dated as of March 28, 2005,
among ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇, Shanghai Focus Media Advertisement
Co., Ltd., Focus Media Technology (Shanghai) Co., Ltd. and certain
subsidiaries of Shanghai Focus Media Advertisement Co., Ltd.;
(9) Technology License and Service Agreement, dated as of March 28, 2005, among
Focus Media Digital Information Technology (Shanghai) Co., Ltd., Shanghai
Focus Media Advertisements Co., Ltd. and certain subsidiaries of Shanghai
Focus Media Advertisement Co., Ltd..
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2. Distribution Agreements
-----------------------
(1) Agreement dated as of February 2004, between Shanghai Focus Media
Advertisement Co., Ltd. and Fuzhou ▇▇▇▇ ▇▇▇▇▇ Culture Transmission Co.,
Ltd.;
(2) Agreement dated as of May 12, 2004, between Shanghai Focus Media
Advertisement Co., Ltd. and Fuoshan City Shun De District Tian Long Trading
Co., Ltd.;
(3) Agreement dated as of March 8, 2004, between Shanghai Focus Media
Advertisement Co., Ltd. and Shanghai Ying Rui Machinery Co., Ltd.;
(4) Agreement dated as of March 3, 2004, between Shanghai Focus Media
Advertisement Co., Ltd. and Taizhou Focus Media Center;
(5) Agreement dated as of June 19, 2004, between Shanghai Focus Media
Advertisement Co., Ltd. and Guizhou Han He Advertisement Co. Ltd.;
(6) Agreement dated as of June 28, 2004, between Shanghai Focus Media
Advertisement Co., Ltd. and Shanxi ▇▇▇ ▇▇▇▇ Da Xian Commercial & Trading
Advertising Consulting Center;
(7) Agreement dated as of May 13, 2004, between Shanghai Focus Media
Advertisement Co., Ltd. and Jilin Focus Media Co., Ltd.
(8) Agreement dated as of January 12, 2004, between Shanghai Focus Media
Advertisement Co., Ltd. and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Advertising Communications
Co., Ltd.;
(10) Agreement dated as of September 19, 2003, between Shanghai Focus Media
Advertisement Co., Ltd. and Xi'an Wu Long Advertising Co., Ltd.;
(11) Agreement dated as of July 15, 2004, between Shanghai Focus Media
Advertisement Co., Ltd. and Jiangsu Feishi Advertisement Co., Ltd.;
(13) Agreement dated as of March 1, 2004, between Shanghai Focus Media
Advertisement Co., Ltd. and Suzhou ▇▇▇ ▇▇▇▇▇ Advertising Co., Ltd.;
(14) Agreement dated as of November 13, 2003, between Shanghai Focus Media
Advertisement Co., Ltd. and Liaoning Liao Yuan Electronics Co., Ltd.;
(15) Agreement dated as of January 2005, between Shanghai Focus Media
Advertisement Co., Ltd. and Nanchang Focus Media Advertisement Co., Ltd.;
(16) Agreement dated as of February 25, 2004, between Shanghai Focus Media
Advertisement Co., Ltd. and Ningbo You Yi Advertising Co., Ltd.;
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(17) Agreement dated as of April 1, 2004, between Shanghai Focus Media
Advertisement Co., Ltd. and ▇▇▇▇▇▇▇ ▇▇▇ Ke Focus Media Culture
Communications Co., Ltd.;
(18) Agreement dated as of November 1, 2003, between Shanghai Focus Media
Advertisement Co., Ltd. and Ha'▇▇▇▇▇▇ ▇▇▇▇ Long Advertising Co., Ltd.;
(19) Agreement dated as of October 2004, between Shanghai Focus Media
Advertisement Co., Ltd. and Guangxi Hua Shan Culture Communications Co.,
Ltd.;
(20) Agreement dated as of August 27, among Shanghai Focus Media Advertisement
Co., Ltd., ▇▇▇▇▇▇ ▇▇▇ ▇▇ Advertising Co., Ltd., Hainan ▇▇▇ ▇▇ Focus Media
Co., Ltd. and ▇▇▇▇▇▇ ▇▇▇ ▇▇ Target Media Co., Ltd.;
(22) Agreement dated as of December 2004, between Shanghai Focus Media
Advertisement Co., Ltd. and Xinjiang Focus Media Information Consulting
Co., Ltd.;
(23) Agreement dated as of November 2004, between Shanghai Focus Media
Advertisement Co., Ltd. and Chengdu ▇▇▇▇ ▇▇▇ ▇▇▇▇ Commercials Co., Ltd..
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3. Acquisition Agreements
-----------------------
(1) Basic Terms of Cooperation, dated September 1, 2004, between Focus Media
Holding Limited and Shanghai Hechuang Information Technology Co., Ltd.,
which was subsequently terminated and rescinded by the parties on [];
(2) Equity Transfer Agreement, dated September 25, 2004, between Shanghai
Hechuang Information Technology Co., Ltd and ▇▇▇▇▇ ▇▇▇ ▇▇;
(3) Share Purchase and Shareholders Agreements relating to One Issued and
Outstanding Ordinary Share in Focus Media Qingdao Limited, dated September
25, 2004, among ▇▇▇▇▇▇ ▇▇▇▇▇, Focus Media Holding Limited and Focus Media
Qingdao Limited;
(4) Confirmation Letter issued by and among Focus Media Holding Limited,
Shanghai Hechuang Information Technology Co., Ltd., ▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇
▇▇▇▇▇ and Focus Media Qingdao Limited;
(5) Basic Terms of Cooperation, dated September 5, 2004, between Focus Media
BVIFocus Media Holding Limited and Shanghai Hechuang Information Technology
Co., Ltd., which was subsequently terminated and rescinded by the parties
on [];
(6) Equity Transfer Agreement, dated September 25, 2004, between Shanghai
Hechuang Information Technology Co., Ltd and ▇▇▇▇▇ ▇▇▇ ▇▇;
(7) Share Purchase and Shareholders Agreement relating to One Issued and
Outstanding Ordinary Share in Focus Media Changsha Limited, dated September
25, 2004, among Du Kang, Focus Media Holding Limited and Focus Media
Changsha Limited.;
(8) Confirmation Letter issued by and among Focus Media Holding Limited,
Shanghai Hechuang Information Technology Co., Ltd., ▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇ ▇▇▇▇,
and Focus Media Changsha Limited;
(9) Basic Terms of Cooperation, dated August 30, 2004, between Focus Media
Holding Limited and Shanghai Hechuang Information Technology Co., Ltd.,
which was subsequently terminated and rescinded by the parties on [];
(10) Equity Transfer Agreement, dated September 25, 2004, between Shanghai
Hechuang Information Technology Co., Ltd and ▇▇▇▇▇ ▇▇▇ ▇▇;
(11) Share Purchase and Shareholders Agreement, dated September 24, 2004
relating to One Issued and Outstanding Ordinary Share in Focus Media Dalian
Limited, among ▇▇▇▇▇ ▇▇▇, Focus Media Holding Limited and Focus Media
Dalian Limited;
13
(12) Confirmation Letter issued by and among Focus Media Holding Limited,
Shanghai Hechuang Information Technology Co., Ltd., ▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇
▇▇▇, and Focus Media Dalian Limited;
(13) Share Acquisition Agreement, dated September 20, 2004, between Victory
Venture Capital Limited and Focus Media Holding Limited;
(14) Equity Transfer Agreement, dated July 1, 2004, between Shanghai ▇▇▇ ▇▇▇▇
Network Technology Development Co., Ltd and ▇▇▇▇ ▇▇▇;
(15) Amendment Agreement, dated November 16, 2004, between Shanghai ▇▇▇ ▇▇▇▇
Network Technology Development Co., Ltd. and ▇▇▇▇ ▇▇▇;
(16) Basic Terms of Cooperation, dated September 2, 2004, among Focus Media
BVIFocus Media Holding Limited, Zhejiang ▇▇▇▇ ▇▇▇ Meticulous Chemical
Industry Co., Ltd., ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Focus Media
Technology (Shanghai) Co., Ltd., which was subsequently terminated and
rescinded by the parties on [];
(17) Equity Transfer Agreement, dated September 6, 2004, among Zhejiang ▇▇▇▇ ▇▇▇
Meticulous Chemical Industry Co., Ltd., ▇▇▇▇▇▇▇▇ ▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇;
(18) Equity Transfer Agreement, dated July 7, 2004, among Yunnan ▇▇▇▇ ▇▇▇▇
Advertising Co., Ltd., Yunnan Jie Di Advertising Engineering Co., Ltd., ▇▇▇
▇▇ and Shanghai Focus Media Advertisement Co., Ltd.;
(19) Equity Transfer Agreement, dated March 25, 2004, among ▇▇▇ ▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇;
(20) Equity Transfer Agreement, dated July 13, 2004, among ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇
and Shanghai Focus Media Advertisement Co., Ltd.;
(21) Equity Transfer Agreement, dated September 20, 2004, among ▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇;
(22) Equity Transfer Agreement, dated April 9, 2004, between Shanghai Focus
Media Advertisement Co., Ltd. and ▇▇▇▇▇ ▇▇▇ ▇▇.
(23) Equity Transfer Agreement, dated February 25, 2005, between Shanghai Focus
Media Advertisement Co., Ltd. and ▇▇▇▇▇▇▇ ▇▇▇▇▇;
(24) Equity Transfer Agreement, dated March 4, 2005, among Xiamen ▇▇▇ ▇▇▇ Group
Co., Ltd., Xiamen ▇▇▇ ▇▇▇ Real Estate Co., Ltd., Shanghai Focus Media
Advertisement Co., Ltd. and Shanghai Focus Media Advertising Agency Co.,
Ltd.;
14
(25) Equity Transfer Agreement, dated January 12, 2005, among Huizhou Focus
Media Culture Distribution Co., Ltd., ▇▇▇▇▇▇▇ ▇▇▇▇▇, Shanghai Focus Media
Advertisement Co., Ltd. and ▇▇▇▇▇ ▇▇▇ ▇▇;
(26) Share Acquisition Agreement, dated March 14, 2005, among ▇▇▇▇▇▇▇ ▇▇▇▇▇,
Focus Media Holding Limited and Hebei Tianma Weiye Advertising Company
Ltd.;
(27) Equity Transfer Agreement, dated March 22, 2005, among ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇, Shanghai Focus Media Advertisement Co., Ltd. and Shanghai Focus
Media Advertising Agency Co., Ltd.;
(28) Share Acquisition Agreement, dated January 10, 2005, among ▇▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇, Focus Media Holding Limited, Capital Beyond
Limited and Guangzhou Framedia Advertising Company Ltd.;
(29) Equity Transfer Agreement, dated January 20, 2005, among ▇▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇, Shanghai Focus Media Advertisement Co., Ltd.
and ▇▇▇▇▇ ▇▇▇ ▇▇;
(30) Share Acquisition Agreement, dated January 5, 2005, among ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇,
▇▇▇▇ Ma, Focus Media Holding Limited and Tianjin Focus Tongsheng
Advertising Company Ltd.; and
(31) Equity Transfer Agreement, dated January 25, 2004, among ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇,
▇▇▇▇ Ma and Shanghai Focus Media Advertisement Co., Ltd..
15
