VISN Visionchina Media ADS, Each Representing 20 Common Shares

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Under the Securities Exchange Act of 1934
(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing one Common Share. No CUSIP has been assigned to the Common Shares.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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* Based on 102,121,144 Common Shares of the Issuer outstanding as of December 31, 2014, as reported by the Issuer on Form 20-F filed with the Securities and Exchange Commission on April 30, 2015.

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* Based on 102,121,144 Common Shares of the Issuer outstanding as of December 31, 2014, as reported by the Issuer on Form 20-F filed with the Securities and Exchange Commission on April 30, 2015.

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Explanatory Note

This Schedule 13D is being filed jointly on behalf of Hedy Holding Co., Ltd. (“Hedy”), a PRC company, and Focus Media Investment Limited (“FMIL”), a PRC company.  Each of Hedy and FMIL is referred to herein as a “Reporting Person”, and Hedy and FMIL are collectively referred to herein as the “Reporting Persons”. The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 99.1 hereto.

FMIL owns 15,331,305 common shares, US$0.0001 par value per share (the “Common Shares”), of VisionChina Media Inc., a Cayman Islands exempted company with limited liability (the “Issuer”). On January 13, 2011, Focus Media Holding Limited (“Focus Media”) acquired the Common Shares from the Issuer.  On April 8, 2015, Focus Media transferred the Common Shares to FMIL. On May 12, 2015, Focus Media Technology (Shanghai) Co., Ltd., a PRC company (“FMTL”), became the parent of FMIL through a reorganization of Focus Media. Through a share and asset exchange transaction with FMTL and its shareholders completed on December 29, 2015 (the “Pubco Transaction”), Hedy became the indirect owner of 100% of FMIL. For a description of these transactions, please see the Schedule 13D relating to the Issuer filed on January 21, 2011 and the amendments thereto filed on April 10, 2015, May 12, 2015 and December 31, 2015 (the “Focus Media Schedule 13Ds”).  As a result of the Pubco Transaction and the other 2015 transactions, Focus Media and certain affiliates thereof ceased to be reporting persons under the Focus Media Schedule 13Ds.

Item 1.         Security and Issuer

The Issuer’s American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts, each one Common Share, are listed on the Nasdaq Global Market under the symbol “VISN.” The Reporting Persons own only Common Shares and do not own any ADSs.

The principal executive offices of the Issuer are located at 1/F Block No. 7 Champs Elysees, Nongyuan Road, Futian District, Shenzhen 518040, People’s Republic of China.

Item 2.         Identity and Background

The information set forth in the cover pages of this Schedule 13D and in the Explanatory Note of this Schedule 13D is incorporated by reference in this Item 2.

The business address of Hedy is 28F, Zhao Feng World Trade Building, No. 369 Jiang Su Road, Shanghai, China.

The business address of FMIL is c/o Focus Media Holding Limited, Unit No. 1, 20th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong.

The name, business address, present principal occupation or employment and citizenship of the directors, executive officers and control persons of each of the Reporting Persons is set forth on Schedule A.

During the last five years, none of the Reporting Persons has, and to the knowledge of the Reporting Persons, no person named in Schedule A, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

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Item 3.         Source and Amount of Funds or Other Consideration

The information set forth in the cover pages of this Schedule 13D and in the Explanatory Note of this Schedule 13D is hereby incorporated by reference in this Item 3.

Item 4.         Purpose of Transaction

The information set forth in the Explanatory Note of this Schedule 13D is hereby incorporated by reference in this Item 4.

The Reporting Persons have acquired the Common Shares for investment purposes. The Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Issuer, management of the Issuer, one or more members of the board of directors of the Issuer, and may make suggestions concerning the Issuer’s operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Common Shares. While the Reporting Persons acquired the Common Shares for investment purposes, the Reporting Persons intend to continuously review their investment and may engage from time to time in certain actions, including, without limitation, increasing or decreasing (through sales in the open market, public offerings, privately negotiated transactions, or in other transactions, including derivative transactions with institutional counterparties with respect to the Issuer’s securities, including the Common Shares and the ADSs) their investment in the Issuer, including the acquisition or disposition of Common Shares.

Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their position with respect to the Issuer and reserve the right to develop such plans or proposals.

Item 5.         Interest in Securities of the Issuer

The information set forth in the cover pages of this Schedule 13D and in the Explanatory Note and Item 1 and 2 is hereby incorporated herein by reference in this Item 5.

(a) and (b).

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the shares of the Common Shares referred to herein for purposes of the Securities Exchange Act of 1934, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c).

Other than the transactions described in this Schedule 13D, to the best knowledge of the Reporting Persons, no transactions in the Common Shares have been effected during the past 60 days by any of the Reporting Persons or any of the other entities or individuals named in response to Item 2 hereof.

(d).

To the best knowledge of the Reporting Persons, except for the agreements described in this Schedule 13D, no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares.

(e).

Not applicable.

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Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth or incorporated by reference in the Explanatory Note and in Items 1, 3 and 4 of this Schedule 13D is hereby incorporated by reference in this Item 6.

Shareholders Agreement

In connection with the initial purchase of the Common Shares by Focus Media, Focus Media and the other investors in such transaction (the “Investors”) entered into a shareholders agreement with the Issuer, Front Lead Investments Limited (“Front Lead”) and a certain other party thereto, dated January 13, 2011 (the “Shareholders Agreement”). Pursuant to the Shareholders Agreement, Focus Media had the right to designate one person to the Issuer’s board of directors. From June 2011 through March 13, 2015, Focus Media had one director on the Issuer’s board of directors. Effective March 13, 2015, Focus Media’s designee to the Issuer’s board of directors resigned his position. On April 8, 2015, Focus Media transferred the Common Shares to its indirect wholly-owned subsidiary, FMIL, and FMIL became a party to the Shareholders Agreement. On May 5, 2015, pursuant to an Amendment to Shareholders Agreement, FMIL, as the transferee of the Common Shares held by Focus Media, relinquished its right to designate one person to the Issuer’s board of directors.

Pursuant to the Shareholders Agreement, the Investors also agreed to certain restrictions on transfer of their Common Shares until the earlier of five years from closing (i.e., January 13, 2016) or the date on which Front Lead owns less than 5% of the outstanding common shares of the issuer, subject to certain exceptions for permitted transfers. In addition, FMIL has a right of first offer with respect to certain transfers by Front Lead and another investor, subject to certain exceptions and procedural requirements.

References to the Shareholders Agreement set forth in this Schedule 13D are not intended to be complete and are qualified in their entirety by reference to the text of the Shareholders Agreement, which is filed as Exhibit 99.2 to this Schedule 13D and is incorporated herein by reference, and the Amendment to Shareholders Agreement dated May 5, 2015, which is filed as Exhibit 99.3 to this Schedule 13D and is incorporated herein by reference.

Registration Rights Agreement

In connection with the Transaction, the Investors entered into a registration rights agreement with the Issuer and Front Lead, dated January 13, 2011 (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Investors are granted certain registration rights for a period of five years from closing (i.e., January 13, 2016) pursuant to which the Issuer would cause the Investors’ common shares to be registered.

References to the Registration Rights Agreement set forth in this Schedule 13D are not intended to be complete and are qualified in their entirety by reference to the text of the Registration Rights Agreement, which is filed as Exhibit 99.4 to this Schedule 13D and is incorporated herein by reference.

To the best knowledge of the Reporting Persons, except as set forth herein, the Reporting Persons and the entities and individuals named in response to Item 2 hereof have no other contracts, arrangements, understandings or relationships (legal or otherwise) with respect to securities of the Issuer.

Item 7.         Materials to be Filed as Exhibits

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Signature Page to Schedule 13D

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Schedule A

Directors and Executive Officers of Hedy Holding Co., Ltd.

Directors and Executive Officers of Focus Media Investment Limited

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Exhibit Index

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EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Shares of VisionChina Media Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing.

The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

[Signature Page to Joint Filing Agreement Follows]

[Signature Page to Joint Filing Agreement]

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 29th day of December, 2015.

EXHIBIT 99.2

SHAREHOLDERS AGREEMENT

by and among

FOCUS MEDIA HOLDING LIMITED

JJ MEDIA INVESTMENT HOLDING LIMITED

FRONT LEAD INVESTMENTS LIMITED

LIMIN LI

and

VISIONCHINA MEDIA INC.

as of

January 13, 2011

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT, dated as of January 13, 2011 (this “Agreement”), is made by and among VISIONCHINA MEDIA INC., a company organized under the laws of the Cayman Islands (the “ Company “), FOCUS MEDIA HOLDING LIMITED, a company organized under the laws of the Cayman Islands (the “ Focus Shareholder “), JJ MEDIA INVESTMENT HOLDING LIMITED, a company organized under the laws of the British Virgin Islands (the “ JJ Media Shareholder “), FRONT LEAD INVESTMENTS LIMITED, a company organized under the laws of the British Virgin Islands (the “ Existing Shareholder “), and Limin Li, an individual whose PRC ID no. is 440301610103081 (each a “ Party “ and collectively the “ Parties “).

RECITALS

WHEREAS, the Focus Shareholder and the Company, among others, have entered into a Securities Purchase Agreement dated as of December 30, 2010 (the “ Securities Purchase Agreement “), pursuant to which, among other things, the Focus Shareholder will purchase from the Company, and the Company will issue to the Focus Shareholder, 15,331,305 common shares, par value US$0.0001 per share, of the Company (the “ Common Shares “) at the Closing;

WHEREAS, the Existing Shareholder owns 16,507,762 Common Shares immediately prior to the Closing; and

WHEREAS, it is a condition to the Closing under the Securities Purchase Agreement that the Parties shall have executed this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements set forth herein, the Parties, intending to be legally bound hereby, agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

1.1. Defined Terms. Unless specifically indicated otherwise in this Agreement, the following defined terms shall have the meanings ascribed thereto in this Article I.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, and with respect to an individual also means any spouse, parent, child, brother or sister of such Person.

“Affiliate Transferee” has the meaning set forth in Section 3.2(a).

“Agreement” means this Shareholders Agreement and the schedules and exhibits hereto, as the same may be amended, modified, supplemented or restated from time to time in accordance with the terms hereof.

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“Articles of Association” means, with respect to the Company, the memorandum and articles of association of the Company, as amended from time to time.

“Beneficial Owner” and “Beneficially Own” have the meaning set forth in Rules 13d-3 and 13d-5 of the Exchange Act.

“Board of Directors” has the meaning set forth in Section 2.1(a).

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in Beijing, the PRC, and New York, New York, USA.

“Closing” means the Closing as defined under the Securities Purchase Agreement.

“Common Shares” has the meaning set forth in the Recitals.

“Company” has the meaning set forth in the preamble to this Agreement.

“control” (including, with correlative meanings, the terms “controlled by” and “under common control with “) when used with respect to any Person, means the possession, directly or indirectly, of the power to cause the direction of management and/or policies of such Person, whether through the ownership of voting securities, by contract, agency or otherwise;  provided  that no Shareholder shall be deemed an Affiliate of any other Shareholder solely by reason of any investment in the Company. For purposes of this Agreement, the Existing Shareholder “controlled” by a Controller shall mean the Existing Shareholder whose name is set out next to the name of that Controller in  Schedule 1 .

“Controller” means any Party who controls the Existing Shareholder and includes the Parties listed in Schedule 1 as “Controllers” and “Controller” means any one of them.

“Controller Affiliate Transferee” has the meaning set forth in Section 3.2(d).

“Defaulting Party” has the meaning set forth in Section 4.4.

“Dispute” has the meaning set forth in Section 5.2.

“Exchange” means the NASDAQ National Market.

“Exchange Act” means the United States Securities and Exchange Act of 1934, as amended, and the rules and regulations issued thereunder.

“Existing Shareholder” has the meaning set forth in the preamble to this Agreement.

“Existing Shareholder RFO Exercise Notice” has the meaning set forth in Section 3.4(e).

“Existing Shareholder RFO Notice” has the meaning set forth in Section 3.4(d).

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“Existing Shareholder RFO Response Period” has the meaning set forth in Section 3.4(e).

“Existing Shareholder Right of First Offer” has the meaning set forth in Section 3.4(e).

“Focus Shareholder” has the meaning set forth in the preamble to this Agreement.

“Focus Group Shareholder” shall mean any of (i) Focus Shareholder and (ii) each of its Affiliates that is a Shareholder in accordance with the terms and provisions of this Agreement from time to time.

“Focus Nominee” has the meaning set forth in Section 2.1(b).

“Focus RFO Exercise Notice” has the meaning set forth in Section 3.4(c).

“Focus RFO Notice” has the meaning set forth in Section 3.4(b).

“Focus RFO Response Period” has the meaning set forth in Section 3.4(c).

“Focus Right of First Offer” has the meaning set forth in Section 3.4(c).

“Governmental Authority” means any national, federal, state, local or foreign or domestic government or political subdivision thereof, governmental department, commission (including without limitation the U.S. Securities and Exchange Commission), court, arbitrator, board, bureau, agency, regulatory authority, instrumentality, tribunal, judicial statutory or administrative body having jurisdiction over the matter or matters in question.

“HKIAC” has the meaning set forth in Section 5.2(a).

“Immediate Family Member” means, with respect to any natural person, (a) such person’s spouse, parents, grandparents, children, grandchildren and siblings (in each case whether adoptive or biological), (b) current spouses of such person’s children, grandchildren and siblings (in each case whether adoptive or biological), and (c) estates, trusts, partnerships and other entities of which a material portion of the interests are held directly or indirectly by the foregoing.

“JJ Media Shareholder” has the meaning set forth in the preamble to this Agreement.

“JJ Media RFO Common Shares” has the meaning set forth in Section 3.4(b).

“JJ Media RFO Purchase Period” has the meaning set forth in Section 3.4(f).

“JJ Media Transfer Shares” has the meaning set forth in Section 3.4(g).

“Law” means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

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“Lien” means, with respect to any asset (including any security) any mortgage, assignment of receivables, debenture, lien, claim, charge (whether fixed or floating), pledge, title retention, right to acquire, hypothecation, security interest, option, levy, proxy, right of first refusal, and any other encumbrance or condition whatsoever, but excluding any right of first offer provided for under this Agreement.

“Lock Up Period” has the meaning set forth in Section 3.1(a).

“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.

“Permitted Transfer” has the meaning set forth in Section 3.2.

“Person” means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization, a group, a Governmental Authority or any other type of entity.

“PRC” means the People’s Republic of China.

“RFO Common Shares” has the meaning set forth in Section 3.3(b).

“RFO Exercise Notice” has the meaning set forth in Section 3.3(c).

“RFO Notice” has the meaning set forth in Section 3.3(b).

“RFO Offeror” has the meaning set forth in Section 3.3(a).

“RFO Purchase Period” has the meaning set forth in Section 3.3(d).

“RFO Response Period” has the meaning set forth in Section 3.3(c).

“Right of First Offer” has the meaning set forth in Section 3.3(c).

“Securities Purchase Agreement” has the meaning set forth in the preamble to this Agreement.

“Shareholders” means (i) each Focus Group Shareholder, (ii) the Existing Shareholder and (iii) each Person who becomes a party to or bound by the provisions of this Agreement in accordance with its terms.

“Transfer” shall mean any direct or indirect sale, transfer, gift, assignment, or other disposition, and “ Transferred “ shall be construed accordingly.

“Transfer Period” has the meaning set forth in Section 3.3(e).

“UNCITRAL Rules” has the meaning set forth in Section 5.2(a).

“U.S. Dollars” or “US$” means United States dollars, the official currency of the United States of America.

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1.2. Interpretation and Rules of Construction. In this Agreement, except to the extent that the context otherwise requires:

(a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule to, this Agreement unless otherwise indicated;

(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

(f) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(g) any Law referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;

(h) references to a Person are also to its permitted successors and assigns;

(i) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it; and

(j) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.

ARTICLE II

GOVERNANCE MATTERS

2.1. Board of Directors.

(a) The Existing Shareholder and the Company shall cause to be nominated and exercise their respective reasonable best efforts to cause to be elected, in each case subject to the Articles of Association and applicable Law, one appropriately qualified designee of the Focus Shareholder to the Board of Directors of the Company (the “ Board of Directors “) on or before June 30, 2011. Thereafter, for so long as the Focus Shareholder, together with its Affiliates, owns at least five percent (5%) or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company

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owned by the Focus Shareholder and its Affiliates are directly or indirectly convertible or exercisable), at any election of directors of the Company, the Focus Shareholder shall have the right to nominate one candidate for election to the Board of Directors. The Company and the Existing Shareholder shall use their respective reasonable best efforts to cause such person (or any substitute or replacement designated or nominated by the Focus Shareholder) to be a candidate recommended by the Board of Directors and elected a Director of the Company, including soliciting proxies for such person to the same extent it does for any other nominees of its Board of Directors.

(b) Any person nominated or designated pursuant to this Section 2.1 shall be a “Focus Nominee.” Prior to the Focus Nominee being elected to the Board of Directors, the Existing Shareholders and the Company shall use their respective reasonable best efforts to cause one designee of the Focus Shareholder to be appointed an observer to attend all meetings of the Board of Director in a nonvoting capacity. The Company shall provide such observer with copies of all notices, minutes, consents and other materials that it provides to the Directors at the same time and in the same manner as provided to the Directors and notify such observer of all regular and special meetings of any committee of the Board of Directors. For the avoidance of doubt, such observer shall not be entitled to attend any meeting of any committee of the Board of Directors.

(c) Notwithstanding anything to the contrary contained herein, if the Focus Nominee resigns, is removed pursuant to Section 2.1(d) or otherwise, or is unable to continue to serve as a Director of the Company, the Focus Shareholder may designate a replacement Director and the Existing Shareholder and the Company shall use their respective reasonable best efforts to cause such person to be elected a Director, provided however, that in each case, the Focus Shareholder remains entitled to nominate and designate one Director pursuant to this Section 2.1.

(d) Any Director of the Company may be removed from the Board of Directors in accordance with applicable law and the governing documents of the Company; provided, however, that with respect to the Focus Nominee, neither the Existing Shareholder nor the Company shall take any action to cause any such removal without the prior written consent of the Focus Shareholder unless such removal is required by applicable law or such Director is no longer qualified to serve as a Director pursuant to applicable SEC or regulatory requirements, or a generally applicable policy of the Board of Directors.

(e) The Company and the Existing Shareholder shall ensure, to the extent permitted by applicable law, that any Directors nominated or designated pursuant to this Section 2.1 shall enjoy the same rights, capacities, entitlements, indemnification rights and compensation as any other members of the Board of Directors. The Focus Nominee shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors (or any committee thereof) to the same extent as other members of the Board of Directors. The Company shall notify the Focus Nominee of all regular meetings and special meetings of the Board of Directors and, if the Focus Nominee is a member of any committee thereof, of all regular and special meetings of such committee. The Company shall provide the Focus Nominee with copies of all notices, minutes, consents and

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other material that it provides to all other members of the Board of Directors concurrently with such materials being provided to the other members.

(f) The Company and the Existing Shareholder shall not take any action that would result in any amendment to the governing documents of the Company inconsistent with the provisions of this Section 2.1.

ARTICLE III

RESTRICTIONS ON TRANSFER

3.1. Transfer Restrictions on Common Shares.

(a) For a period of 180 days commencing on the date of Closing (the “Lock Up Period”), neither the Existing Shareholder nor the Controller of such Existing Shareholder, as the case may be, shall, directly or indirectly, Transfer or grant or suffer to exist any Lien with respect to any Common Shares from time to time held, owned or Beneficially Owned by the Existing Shareholder or the Controller of such Existing Shareholder, as the case may be, or any equity interests in the Existing Shareholder held, directly or indirectly, by the Controller of such Existing Shareholder other than the Permitted Transfers set forth in Section 3.2.

(b) Following the Lock Up Period until the earlier of (i) the fifth anniversary of the date on which the Lock Up Period expires, and (ii) the date on which the Focus Shareholder, together with its Affiliates, owns less than five percent (5%) of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Focus Shareholder and its Affiliates are directly or indirectly convertible or exercisable) (the “ Existing Shareholder Restrictive Period “), neither the Existing Shareholder nor the Controller of the Existing Shareholder shall, directly or indirectly, Transfer or grant or suffer to exist any Lien with respect to any Common Shares from time to time held, owned or Beneficially Owned by the Existing Shareholder or the Controller of the Existing Shareholder, as the case may be, or any equity interests in the Existing Shareholder held, directly or indirectly, by the Controller of the Existing Shareholder other than Permitted Transfers set forth in Section 3.2 or Transfers pursuant to Section 3.3.

(c) Following the date of the Closing until the earlier of (i) the fifth anniversary of the date on which the Lock Up Period expires, and (ii) the date on which the Existing Shareholder, together with its Affiliates, owns less than five percent (5%) of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Existing Shareholder and its Affiliates are directly or indirectly convertible or exercisable) (the “ Focus Shareholder Restrictive Period “), the Focus Shareholder may not, directly or indirectly, Transfer or grant or suffer to exist any Lien with respect to any Common Shares from time to time held, owned or Beneficially Owned by it other than Permitted Transfers set forth in Section 3.2 or Transfers pursuant to Section 3.3.

(d) Following the date of the Closing until the earlier of (i) the fifth anniversary of the date on which the Lock Up Period expires, and (ii) the date on which each of the Existing Shareholder, together with its Affiliates, and the Focus Shareholder, together with its Affiliates owns less than five percent (5%) of all of the outstanding Common Shares

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(counting for such purposes all Common Shares into or for which the securities of the Company owned by the Existing Shareholder and its Affiliates or the Focus Shareholder and its Affiliates, as the case may be, are directly or indirectly convertible or exercisable) (the “ JJ Media Shareholder Restrictive Period “), the JJ Media Shareholder may not, directly or indirectly, Transfer or grant or suffer to exist any Lien with respect to any Common Shares from time to time held, owned or Beneficially Owned by it other than Permitted Transfers set forth in Section 3.2 or Transfers pursuant to Section 3.4.

(e) Any attempt by any of the Focus Shareholder, the JJ Media Shareholder, the Existing Shareholder and the Controller of such Existing Shareholder to Transfer or grant or suffer to exist any Lien (by operation of law or otherwise) with respect to any Common Shares or any equity interests in the Existing Shareholder held, directly or indirectly, by the Controller of the Existing Shareholder in violation of this ARTICLE III shall be null and void and the Company shall not give any effect to such attempted Transfer or Lien in the Company’s books and records.

3.2. Permitted Transfers of Common Shares. Subject to any applicable restrictions on Transfer of Common Shares under the Securities Purchase Agreement, the following Transfers of Common Shares or equity interests in the Existing Shareholder held, directly or indirectly, by the Controller of the Existing Shareholder (each a “ Permitted Transfer “) shall be permitted in accordance with the following provisions:

(a) At any time, the Transfer of Common Shares by any of the Focus Shareholder, the JJ Media Shareholder and the Existing Shareholder to its Affiliate (such Affiliate, the “ Affiliate Transferee “),  provided  that:

(i) such Affiliate Transferee shall become a party to this Agreement and shall be bound by the terms of this Agreement as the Focus Shareholder, the JJ Media Shareholder or an Existing Shareholder, as the case may be;

(ii) the Focus Shareholder, the JJ Media Shareholder or the Existing Shareholder, as the case may be, and the Affiliate Transferee shall be jointly and severally liable for any breach by either of them of this Agreement; and

(iii) prior to ceasing to be an Affiliate of the Focus Shareholder, the JJ Media Shareholder or the Existing Shareholder, as the case may be, such Affiliate Transferee shall Transfer such Common Shares back to the Focus Shareholder, the JJ Media Shareholder or the Existing Shareholder, as the case may be, or to another Affiliate of the Focus Shareholder, the JJ Media Shareholder or the Existing Shareholder, as the case may be, in a Permitted Transfer;

(b) Following the Lock Up Period, if applicable, the Transfer of Common Shares pursuant to Rule 144 of the Securities Exchange Act of 1934, as amended;

(c) Following the Lock Up Period, if applicable, the Transfer of Common Shares pursuant to a firm commitment underwritten public offering registered under the Securities Act of 1933, as amended;

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(d) At any time, the Transfer of equity interests in the Existing Shareholder held, directly or indirectly, by the Controller of such Existing Shareholder to its Affiliate or Immediate Family Member (such Affiliate, the “ Controller Affiliate Transferee “),  provided  that:

(i) prior written notice has been given to the Focus Shareholder;

(ii) the Controller of such Existing Shareholder and Controller Affiliate Transferee shall be jointly and severally liable for any breach by either of them of this Agreement; and

(iii) prior to ceasing to be an Affiliate or Immediate Family Member of the Controller of such Existing Shareholder, such Controller Affiliate Transferee shall Transfer such direct or indirect equity interests in the Existing Shareholder back to the Controller of such Existing Shareholder or to another Affiliate or Immediate Family Member of the Controller of such Existing Shareholder in a Permitted Transfer; or

(e) At any time during the Existing Shareholder Restrictive Period, the Transfer or grant of any Lien with respect to Common Shares by the Existing Shareholder where the Focus Shareholder has provided its prior written consent to such Transfer or grant of Lien and a written waiver of all of its rights under this ARTICLE III with respect to such Transfer or grant of Lien.

(f) At any time during the Focus Shareholder Restrictive Period, the Transfer or grant of any Lien with respect to Common Shares by the Focus Shareholder where the Existing Shareholder has provided its prior written consent to such Transfer or grant of Lien and a written waiver of all of its rights under this ARTICLE III with respect to such Transfer or grant of Lien.

(g) At any time during the JJ Media Shareholder Restrictive Period, the Transfer or grant of any Lien with respect to Common Shares by the JJ Media Shareholder where the Existing Shareholder or the Focus Shareholder or each of them, to the extent that such Party or Parties shall be entitled to any rights under Section 3.4, has provided its prior written consent to such Transfer or grant of Lien and a written waiver of all of its rights under this ARTICLE III with respect to such Transfer or grant of Lien.

(h) At any time, the Transfer of Common Shares by any of the Existing Shareholder, the Focus Shareholder, and the JJ Media Shareholder to any person pursuant to a trading plan under Rule 10b5-1 of the Exchange Act.

(i) At any time, any Transfer of any equity interest in the Focus Media Holding Limited from time to time directly or indirectly held, owned or Beneficially Owned by any Person to any other Person.

(j) At any time, any Transfer of any equity interest in the JJ Media Investment Holding Limited from time to time directly or indirectly held, owned or Beneficially Owned by any Person to any other Person.

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3.3. Right of First Offer with Respect to Transfers by the Existing Shareholder, the Controller of the Existing Shareholder and the Focus Shareholder .

(a) Subject to the lock up obligations under Section 4.1 of the Securities Purchase Agreement, if any of the Existing Shareholder and the Controller of the Existing Shareholder desires to Transfer any Common Shares from time to time directly or indirectly held, owned or Beneficially Owned by the Existing Shareholder or the Controller of such Existing Shareholder, as the case may be, or any equity interest in the Existing Shareholder held, directly or indirectly, by the Controller of such Existing Shareholder during the Existing Shareholder Restrictive Period other than pursuant to any Permitted Transfer, or if the Focus Shareholder desires to Transfer any Common Shares from time to time directly or indirectly held, owned or Beneficially Owned by it during the Focus Shareholder Restrictive Period, such Transfer shall be permitted only if the Focus Shareholder, the Existing Shareholder or the Controller of such Existing Shareholder, as the case may be (the “ RFO Offeror “), fully complies with any applicable restrictions on Transfer of Common Shares under the Securities Purchase Agreement and the terms of this Section 3.3; provided that the provisions of this Section 3.3 shall not apply to Permitted Transfers.

(b) The RFO Offeror shall, prior to the Transfer of any Common Shares to which this Section 3.3 applies, give written notice (“ RFO Notice “) to the Focus Shareholder, if the RFO Offeror is the Existing Shareholder or the Controller of the Existing Shareholder, or to the Existing Shareholder, if the RFO Offeror is the Focus Shareholder (the Focus Shareholder or the Existing Shareholder, as the case may be, entitled to receive the RFO Notice, the “ RFO Holder “), setting forth (i) the number of Common Shares proposed to be Transferred (the “ RFO Common Shares “), (ii) the proposed purchase price per RFO Common Share, and payment and other material terms and conditions and (iii) an irrevocable offer to sell to the RFO Holder the RFO Common Shares set forth in the RFO Notice at the same price per share and on the same terms and conditions as set forth therein. For the avoidance of doubt, this Section 3.3 does not prohibit or restrict in any way the RFO Offeror from discussing, negotiating, or entering into any discussion or negotiation with any third party for the sale of all or a portion of the Common Shares held by the RFO Offeror.

(c) The RFO Holder shall have the right to purchase (the “Right of First Offer”), all, but not a portion, of the RFO Common Shares by delivering a written notice (the “ RFO Exercise Notice “) of exercise of the Right of First Offer to the RFO Offeror within twenty (20) days from the date of delivery of the RFO Notice (the “ RFO Response Period “), stating therein all, but not a portion, of the RFO Common Shares shall be purchased, collectively, by the RFO Holder and/or one or more wholly-owned Affiliates thereof. An RFO Exercise Notice shall be irrevocable and shall be a valid and legally binding obligation of the RFO Holder to purchase all, but not a portion, of the RFO Common Shares.

(d) If the RFO Holder shall have delivered an RFO Exercise Notice to the RFO Offeror within the RFO Response Period for all the RFO Common Shares, the RFO Offeror shall be bound to sell all RFO Common Shares to the RFO Holder within thirty (30) days thereafter (the “ RFO Purchase Period “) upon the terms set forth in the RFO Notice;  provided ,  however , that such period shall be extended following such date as necessary to permit all required approvals, consents or authorizations from, or filings or registrations with, any

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Governmental Authority in connection with such purchase to be obtained or made, to the extent prior to the expiration of the RFO Purchase Period reasonably appropriate actions have been taken by the RFO Offeror to obtain such approvals, consents or authorizations, or make such filings or registrations.

(e) If the RFO Holder shall not have completed the purchase of all of the RFO Common Shares within the RFO Purchase Period, as extended as provided in Section 3.3(d), or has failed to deliver an RFO Exercise Notice within the RFO Response Period for all of the RFO Common Shares or declined in writing to exercise the Right of First Offer, then the RFO Offeror shall have the right for one hundred eighty (180) days thereafter (the “ Transfer Period “), to dispose of the RFO Common Shares in one or more Transfers thereof without being subject to any of the restrictions set forth in this Article III;  provided , however, that (i) such Transfer of the RFO Common Shares is consummated on terms not more favorable to the purchasers thereof than the terms specified in the RFO Notice and (ii) the RFO Offeror provides written confirmation to the RFO Holder that such terms comply with clause (i) hereof prior to the consummation of such sale; and provided further, that the Transfer Period shall be extended following such date as necessary to permit all required approvals, consents or authorizations from, or filings or registrations with, any Governmental Authority in connection with such Transfers to be obtained or made, to the extent prior to the expiration of the Transfer Period reasonably appropriate actions have been taken by the RFO Offeror to obtain such approvals, consents or authorizations or make such filings or registrations. If at the end of the Transfer Period, as extended as provided in this Section 3.3(e), the RFO Offeror has not completed the Transfer of the RFO Common Shares, the RFO Offeror shall no longer be permitted to dispose of such RFO Common Shares without again fully complying with the provisions of this Section 3.3.

3.4. Right of First Offer with Respect to Transfers by the JJ Media Shareholder.

(a) Subject to the lock up obligations under Section 4.1 of the Securities Purchase Agreement, if the JJ Media Shareholder desires to Transfer any Common Shares from time to time directly or indirectly held, owned, or Beneficially Owned by it during the JJ Media Shareholder Restrictive Period, such Transfer shall be permitted only if the JJ Media Shareholder fully complies with any applicable restrictions on Transfer of Common Shares under the Securities Purchase Agreement and the terms of this Section 3.4; provided that the provisions of this Section 3.4 shall not apply to Permitted Transfers.

(b) The JJ Media Shareholder shall, prior to the Transfer of any Common Shares to which this Section 3.4 applies, give written notice (“ Focus RFO Notice “) to the Focus Shareholder so long as the Focus Shareholder, together with its Affiliates, owns not less than five percent (5%) of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Focus Shareholder and its Affiliates are directly or indirectly convertible or exercisable), setting forth (i) the number of Common Shares proposed to be Transferred (the “ JJ Media RFO Common Shares “), (ii) the proposed purchase price per JJ Media RFO Common Share, and payment and other material terms and conditions and (iii) an irrevocable offer to sell to the Focus Shareholder the JJ Media RFO Common Shares set forth in the Focus RFO Notice at the same price per share and on the

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same terms and conditions as set forth therein. For the avoidance of doubt, this Section 3.4 does not prohibit or restrict in any way the JJ Media Shareholder from discussing, negotiating, or entering into any discussion or negotiation with any third party for the sale of all or a portion of the Common Shares held by the JJ Media Shareholder.

(c) The Focus Shareholder shall have the right to purchase (the “Focus Right of First Offer”), all, but not a portion, of the JJ Media RFO Common Shares by delivering a written notice (the “ Focus RFO Exercise Notice “) of exercise of the Focus Right of First Offer to the JJ Media Shareholder, within twenty (20) days from the date of delivery of the Focus RFO Notice (the “ Focus RFO Response Period “), stating therein all, but not a portion, of the JJ Media RFO Common Shares shall be purchased, collectively, by the Focus Shareholder and/or one or more wholly-owned Affiliates thereof. A Focus RFO Exercise Notice shall be irrevocable and shall be a valid and legally binding obligation of the Focus Shareholder to purchase all, but not a portion, of the JJ Media RFO Common Shares.

(d) If the Focus Shareholder shall not have completed the purchase of all of the JJ Media RFO Common Shares within the JJ Media RFO Purchase Period (as defined in Section 3.4(f)), as extended as provided in Section 3.4(f), or has failed to deliver a Focus RFO Exercise Notice within the Focus RFO Response Period for all of the JJ Media RFO Common Shares or declined in writing to exercise the Focus Right of First Offer, or is not entitled to the Focus RFO Notice pursuant to Section 3.4(b), the JJ Media Shareholder shall promptly give written notice (“ Existing Shareholder RFO Notice “) to the Existing Shareholder so long as the Existing Shareholder, together with its Affiliates, owns not less than five percent (5%) of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Existing Shareholder and its Affiliates are directly or indirectly convertible or exercisable), setting forth the same information and offer to the Existing Shareholder as those set forth in the Focus RFO Notice.

(e) The Existing Shareholder shall have the right to purchase (the “Existing Shareholder Right of First Offer”), all, but not a portion, of the JJ Media RFO Common Shares by delivering a written notice (the “ Existing Shareholder RFO Exercise Notice “) of exercise of the Existing Shareholder Right of First Offer to the JJ Media Shareholder within twenty (20) days from the date of delivery of the Existing Shareholder RFO Notice (the “ Existing Shareholder RFO Response Period “), stating therein all, but not a portion, of the JJ Media RFO Common Shares shall be purchased, collectively, by the Existing Shareholder and/or one or more wholly-owned Affiliates thereof. An Existing Shareholder RFO Exercise Notice shall be irrevocable and shall be a valid and legally binding obligation of the Existing Shareholder to purchase all, but not a portion, of the JJ Media RFO Common Shares.

(f) If the Focus Shareholder or the Existing Shareholder, as the case may be, shall have delivered a Focus RFO Exercise Notice or an Existing Shareholder RFO Exercise Notice, as the case may be, to the JJ Media Shareholder within the Focus RFO Response Period or the Existing Shareholder RFO Response Period, as the case may be, for all the JJ Media RFO Common Shares, the JJ Media Shareholder shall be bound to sell all JJ Media RFO Common Shares to the Focus Shareholder or the Existing Shareholder, as the case may be, within thirty (30) days thereafter (the “ JJ Media RFO Purchase Period “) upon the terms set forth in the Focus RFO Notice or the Existing Shareholder RFO Notice;  provided ,  however ,  that such period shall

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be extended following such date as necessary to permit all required approvals, consents or authorizations from, or filings or registrations with, any Governmental Authority in connection with such purchase to be obtained or made, to the extent prior to the expiration of the JJ Media RFO Purchase Period reasonably appropriate actions have been taken by the JJ Media Shareholder to obtain such approvals, consents or authorizations, or make such filings or registrations.

(g) If the Existing Shareholder shall not have completed the purchase of all of the JJ Media RFO Common Shares within the JJ Media RFO Purchase Period, as extended as provided in Section 3.4(f), or has failed to deliver an Existing Shareholder RFO Exercise Notice within the Existing Shareholder RFO Response Period for all of the JJ Media RFO Common Shares or declined in writing to exercise the Existing Shareholder Right of First Offer, then the JJ Media Shareholder shall have the right for one hundred eighty (180) days thereafter (the “ JJ Media Transfer Period “), to dispose of the JJ Media RFO Common Shares in one or more Transfers thereof without being subject to any of the restrictions set forth in this Article III;  provided , however, that (i) such Transfer of the JJ Media RFO Common Shares is consummated on terms not more favorable to the purchasers thereof than the terms specified in the Focus RFO Notice and the Existing Shareholder RFO Notice and (ii) the JJ Media Shareholder provides written confirmation to the Focus Shareholder and the Existing Shareholder that such terms comply with clause (i) hereof prior to the consummation of such sale; and provided further, that the JJ Media Transfer Period shall be extended following such date as necessary to permit all required approvals, consents or authorizations from, or filings or registrations with, any Governmental Authority in connection with such Transfers to be obtained or made, to the extent prior to the expiration of the JJ Media Transfer Period reasonably appropriate actions have been taken by the JJ Media Shareholder to obtain such approvals, consents or authorizations or make such filings or registrations. If at the end of the JJ Media Transfer Period, as extended as provided in this Section 3.4(g), the JJ Media Shareholder has not completed the Transfer of the JJ Media RFO Common Shares, the JJ Media Shareholder shall no longer be permitted to dispose of such JJ Media RFO Common Shares without again fully complying with the provisions of this Section 3.3.

ARTICLE IV

TERM AND TERMINATION

4.1. Term. This Agreement shall take effect immediately upon the Closing and shall continue in force until the earliest of (i) the date on which the Focus Group Shareholders cease to own any Common Shares, (ii) with respect to the Existing Shareholder, the date on which the Existing Shareholder and its Affiliates that becomes a Shareholder in accordance with the terms and provisions of this Agreement from time to time cease to own any Common Shares (iii) the date this Agreement is terminated in accordance with the provisions of this ARTICLE IV or (iv) the date this Agreement is terminated by agreement of all of the Parties in writing; provided that unless otherwise agreed in writing this Agreement will remain in force with respect to any breach or alleged breach of its terms committed during such period. The Parties agree to make such amendments as are required under the relevant rules of the Exchange.

4.2. Termination by Focus Shareholder or JJ Media Shareholder. Each of the Focus Shareholder and the JJ Media Shareholder shall be entitled to terminate this Agreement

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with respect to the Existing Shareholder, the Controller of the Existing Shareholder or the Company by notice in writing if the Existing Shareholder, the Controller of an Existing Shareholder or the Company becomes a Defaulting Party.

4.3. Termination by Existing Shareholder, Controller, or the Company. Each of the Existing Shareholders, the Controllers of the Existing Shareholder and the Company shall be entitled to terminate this Agreement with respect to the Focus Shareholder or the JJ Media Shareholder, as the case may be, by notice in writing if the Focus Shareholder or the JJ Media Shareholder, as the case may be, becomes a Defaulting Party.

4.4. Defaulting Party. For purposes of this Agreement, a party shall become a “Defaulting Party” if any of the events set out below shall have occurred:

(a) the Defaulting Party shall commit a material breach of any of its material obligations under this Agreement and fail to remedy such breach (if capable of remedy) within 60 days after such material breach; or

(b) the Defaulting Party shall go into liquidation whether compulsory or voluntary (except for the purposes of a bona fide reconstruction or amalgamation) or if a petition shall be presented or an order made for the appointment of an administrator in relation to the Defaulting Party or if a receiver, administrative receiver, judicial manager, manager or equivalent officer in any applicable jurisdiction shall be appointed over any part of the assets or undertaking of the Defaulting Party and such appointment is not revoked within thirty (30) days from the date of such appointment or if any event analogous to any of the foregoing shall occur in any jurisdiction; or

(c) if the Defaulting Party shall make a general assignment or any composition or arrangement with or for the benefit of its creditors or if a receiver and/or judicial manager, trustee, administrator or equivalent officer in any applicable jurisdiction is appointed in relation to the Defaulting Party or in relation to the whole or any material part of its properties or assets.

ARTICLE V

GOVERNING LAW; ARBITRATION

5.1. Governing Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws.

5.2. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement) (each a “ Dispute “) shall be finally settled by arbitration.

(a) The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “ HKIAC “) in accordance with the United Nations Commission on International Trade Law then in force (the “ UNCITRAL Rules “).

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(b) The arbitration shall be decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance with the UNCITRAL Rules.

(c) Arbitration proceedings (including but not limited to any arbitral award rendered) shall be in English.

(d) Subject to the agreement of the tribunal, any Dispute(s) which arise subsequent to the commencement of arbitration of any existing Dispute(s), shall be resolved by the tribunal already appointed to hear the existing Dispute(s).

(e) The award of the arbitration tribunal shall be final and conclusive and binding upon the parties as from the date rendered.

(f) Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets. For the purpose of the enforcement of an award, the parties irrevocably and unconditionally submit to the jurisdiction of any competent court and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

ARTICLE VI

MISCELLANEOUS

6.1. Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and may be amended, modified or supplemented only by a written instrument duly executed by all the Parties hereto.

6.2. Waiver. Any Party may (a) extend the time for the performance of any of the obligations or other acts of another Party, (b) waive compliance with any of the agreements of the another Party or conditions to such Party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. No waiver of any agreement or obligation granted pursuant to this Section 6.2 or otherwise in accordance with this Agreement shall be construed as a waiver of any prior or subsequent breach of such agreement or obligation or any other agreement or obligation. The failure of any Party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

6.3. Assignment. No Party may assign (by operation of law or otherwise) this Agreement or any of its rights, interests or obligations under this Agreement, in whole or in part, without the prior written consent of the other Parties, except that assignments of all of the rights, interests and obligations of the Existing Shareholder or of the Focus Shareholder, as the case may be, under this Agreement to any transferee of Common Shares in a Transfer pursuant to Sections 3.2(a) and 3.3 shall be permitted. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.

6.4. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic

15

or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either Party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

6.5. Remedies. In the event of a breach by any Party to this Agreement of its obligations under this Agreement, any Party injured by such breach, in addition to being entitled to exercise all rights granted by Law, including recovery of damages and costs (including reasonable attorneys’ fees), will be entitled to specific performance of its rights under this Agreement. The Parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived.

6.6. Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

6.7. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given, made or received (i) on the date of delivery if delivered in person or by messenger service, (ii) on the date of confirmation of receipt of transmission by facsimile (or, the first (1st) Business Day following such receipt if (a) such date of confirmation is not a Business Day or (b) confirmation of receipt is given after 5:00 p.m., Beijing time) or (iii) on the date of confirmation of receipt if delivered by an internationally recognized overnight courier service or registered or certified mail (or, the first (1st) Business Day following such receipt if (a) such date of confirmation is not a Business Day or (b) confirmation of receipt is given after 5:00 p.m., Beijing time) to the respective Parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.7):

If to the Focus Shareholder:

Focus Media Holding Limited

28F, No. 369, Zhaofeng World Trade Tower

Jiangsu Road, Shanghai

PRC 200050

Attn:

Facsimile:

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with a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

3119 China World Office 1

1 Jianguomenwai Avenue

Beijing, China 100004

Attn: Douglas Markel, Esq.

Facsimile: (86-10) 5965-2988

If to the JJ Media Shareholder:

JJ Media Investment Holding Limited

c/o Focus Media Holding Limited

28F, No. 369, Zhaofeng World Trade Tower

Jiangsu Road, Shanghai

PRC 200050

Attn: Jason Nanchun Jiang

Facsimile:

If to the Existing Shareholder:

VisionChina Media Inc.

1/F Block No.6 Champs Elysees

Nongyuan Road, Futian District

Shenzhen 518040

The People’s Republic of China

Attn: Yingming Lei

Email: leiyingming@visionchina.cn

Facsimile: +86 755 8317-1111 If to Limin Li:

If to the Company:

VisionChina Media Inc.

1/F Block No.7 Champs Elysees

Nongyuan Road, Futian District

Shenzhen 518040

The People’s Republic of China

Attn: Minghua Zhou

Email: minghua.zhou@visionchina.cn

Facsimile: +86 755 8298-1111

with copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom

42/F, Edinburgh Tower, The Landmark

15 Queen’s Road Central, Hong Kong

Attn: Julie Gao, Esq.

Facsimile: +(852) 39104850

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6.8. Further Assurances. Each Party shall cooperate and shall take such further action and shall execute and deliver such further documents as may be reasonably requested by any other Party in order to carry out the provisions and purposes of this Agreement.

6.9. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

[Signatures Begin On Next Page]

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IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first above written.

EXHIBIT 99.3

May 5, 2015

VisionChina Media Inc.

1/F Block No.7 Champs Elysees

Nongyuan Road, Futian District

Shenzhen 518040

The People’s Republic of China

Attn: Minghua Zhou

Front Lead Investments Limited

c/o VisionChina Media Inc.

1/F Block No.6 Champs Elysees

Nongyuan Road, Futian District

Shenzhen 518040

The People’s Republic of China

Attn: Yingming Lei

JJ Media Investment Holding Limited

c/o Focus Media Holding Limited

28F, No. 369, Zhaofeng World Trade Tower

Jiangsu Road, Shanghai

PRC 200050

Attn: Jason Nanchun Jiang

Limin Li

c/o VisionChina Media Inc.

1/F Block No.6 Champs Elysees

Nongyuan Road, Futian District

Shenzhen 518040

The People’s Republic of China

Re:                             Amendment to VisionChina Shareholders Agreement dated as of January 13, 2011

Dear Sirs:

Reference is made to the SHAREHOLDERS AGREEMENT, dated as of January 13, 2011 (the “Agreement”), among VISIONCHINA MEDIA INC. (the “Company”), FOCUS MEDIA HOLDING LIMITED (the “Focus Shareholder”), JJ MEDIA INVESTMENT HOLDING LIMITED (the “JJ Media Shareholder”), FRONT LEAD INVESTMENTS LIMITED (the “Existing Shareholder”), and LIMIN LI. As indicated by a letter dated April 2, 2015 from the Focus Shareholder, the Focus Shareholder has transferred its Common Shares in the Company to Focus Media Investment Limited, an Affiliate of the Focus Shareholder (the “Transferee”), and the Transferee has become a Party to the Agreement. Capitalized terms used herein without definition have the meanings given them in the Agreement.

Pursuant to Section 6.1 of the Agreement, the Parties agree that Article II of the Agreement is hereby deleted.

If you approve of the foregoing amendment to the Agreement, please signify by executing a copy of this letter in the space below.

[Signature Page to Amendment to VisionChina Shareholders Agreement]

Exhibit 99.4

VISIONCHINA MEDIA INC.

REGISTRATION RIGHTS AGREEMENT

TABLE OF CONTENTS

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 13th day of January, 2011 by and among VisionChina Media Inc., a Cayman Islands company (the “ Company “), Focus Media Holding Limited (“ Focus “), JJ Media Investment Holding Limited (“ JJ Media “) and Front Lead Investments Limited (together with Focus and JJ Media, the “ Shareholders “).

RECITALS

WHEREAS, the Shareholders have entered into a Securities Purchase Agreement dated as of December 30, 2010 with the Company (the “ Securities Purchase Agreement “), pursuant to which each Shareholder has purchased common shares, par value US$0.0001 per share, of the Company (the “ Common Shares “); and

WHEREAS, as a condition to the closing of the Shareholders’ acquisition of the Common Shares pursuant to the Securities Purchase Agreement, the Shareholders and the Company have agreed to enter into this Registration Rights Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, all parties hereto agree as follows:

SECTION 1

DEFINITIONS

1.1 Certain Definitions. As used in this Agreement, the following terms shall have the meanings indicated:

“ADSs” means American depositary shares representing the Common Shares.

“Affiliate” means, with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with, such person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any person, means the possession, directly or indirectly, of the power to cause the direction of management and/or policies of such person, whether through the ownership of voting securities, by contract or otherwise.

“Closing Date” shall have the meaning given to it in the Securities Purchase Agreement;

“Depositary” means the depositary with respect to the Company’s ADSs.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Holder” means any Shareholder and any other holder of Registrable Securities to whom the registration rights conferred by this Agreement have been transferred in compliance with Section 2.8 hereof.

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“Holders’ Counsel” means one counsel for the selling Holders chosen by Holders representing a majority interest in the Registrable Securities being registered.

“Register,” “registered,” and “registration” shall refer to a registration effected by preparing and filing (a) a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of effectiveness of such registration statement or (b) a prospectus and/or prospectus supplement in respect of an appropriate effective registration statement on Form F-3 or other form approved by the holders of a majority of Registrable Securities available for sales of securities pursuant to Rule 415 under the Securities Act.

“Registrable Securities” means (A) all Common Shares acquired by the Shareholders pursuant to the Securities Purchase Agreement, and (B) any equity securities issued or issuable directly or indirectly with respect to the securities referred to in the foregoing clause (A) by way of conversion, exercise or exchange thereof or share dividend or share split or in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization, provided that, once issued, such securities will not be Registrable Securities when (i) they are sold pursuant to an effective registration statement under the Securities Act, (ii) they shall have ceased to be outstanding; or (iii) they have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities.

“Registration Expenses” means all expenses incurred by the Company in effecting any registration pursuant to this Agreement (whether or not any registration or prospectus becomes effective or final) or otherwise complying with its obligations under this Agreement, including, without limitation, all registration, filing and listing fees (including filings made with the Financial Industry Regulatory Authority), printing expenses (including printing of prospectuses and certificates for the securities), the Company’s expenses for messenger and delivery services and telephone, fees and disbursements of counsel for the Company, blue sky fees and expenses, expenses incurred by the Company in connection with any “road show,” the fees and disbursements of Holders’ Counsel, and expenses of the Company’s independent accountants in connection with any regular or special reviews or audits incident to or required by any such registration, but shall not include Selling Expenses and the compensation of regular employees of the Company.

“Rule 144,” “Rule 144A,” “Rule 158,” “Rule 159A,” “ Rule 405 “ and “ Rule 415 “ mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

“Scheduled Black-out Period” means the period from and including the last day of a fiscal quarter of the Company to and including the business day after the day on which the Company publicly releases its earnings for such fiscal quarter.

“SEC” means the U.S. Security and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

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“Selling Expenses” means all discounts, selling commissions and share transfer taxes applicable to the sale of Registrable Securities.

“Shareholders Agreement” means the shareholders agreement dated as of the same day of this Agreement by and among the Company, the Shareholders and Mr. Limin Li.

SECTION 2

REGISTRATION

2.1 Registration.

Subject to the terms and conditions of this Agreement, on or prior to the date that is eighteen (18) months after the Closing Date, the Company shall prepare and file with the SEC a Shelf Registration Statement (defined below) covering all Registrable Securities (or otherwise designate an existing Shelf Registration Statement filed with the SEC to cover the Registrable Securities), and, to the extent the Shelf Registration Statement has not theretofore been declared effective or is not automatically effective upon such filing, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to be declared or become effective not later than sixty (60) days after the date such Shelf Registration Statements is filed and to keep such Shelf Registration Statement continuously effective and in compliance with the Securities Act and usable for resale of such Registrable Securities for a period from the date of its initial effectiveness until, with respect to a relevant Shareholder or Holder to whom the registration rights conferred by this Agreement have been transferred in compliance with this Agreement, the earlier to occur of (i) date on which all of the Registrable Securities eligible for resale thereunder have been publicly sold pursuant to either the Shelf Registration Statement or a new Shelf Registration Statement if the initial Shelf Registration Statement expires or Rule 144, (ii) the fifth (5 th ) anniversary of the Closing Date, (iii) the entire amount of Registrable Securities owned by such Shareholder or Holder, in the opinion of counsel to the Company, may be distributed to the public without any limitation as to volume pursuant to paragraph (e) of Rule 144, or any successor provision then in effect, under the Securities Act, or (iv) the entire amount of Registrable Securities owned by such Shareholder or Holder is transferred by a person who is not permitted to receive the transfer of registration rights pursuant to, or as otherwise provided in, Section 2.8 of this Agreement (the “ Registration Period “). If the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of filing of the Shelf Registration Statement with the SEC, such Shelf Registration Statement shall be designated by the Company as an automatic Shelf Registration Statement.

(a) Any registration pursuant to this Section 2.1 shall be effected by means of a shelf registration under the Securities Act (a “ Shelf Registration Statement “) in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415. If the Holder(s) of a majority of the Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall use its commercially reasonable efforts to cause a registration to be in the form of a firm commitment underwritten offering pursuant to Section 2.3. The lead underwriters in any such distribution shall be selected by the Holder(s) of a majority of the Registrable Securities to be distributed, provided that the managing underwriter or underwriters selected for such offering

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shall be internationally reputable investment banking firm(s) and be reasonably acceptable to the Company (the “Approved Underwriter “). If the Approved Underwriter advises the Company in writing that in its opinion marketing factors require a limitation of the aggregate amount of Registrable Securities to be included in the underwritten offering, the Company shall include in such underwritten offering only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter may be sold without any material adverse effect on the success of such underwritten offering and subject to any and all piggy-back registration rights granted by the Company prior to the date of this Agreement.

(b) The Company shall not be required to effect a registration (including a resale of Registrable Securities from an effective Shelf Registration Statement) or an underwritten offering pursuant to this Section 2: (i) with respect to securities that are not Registrable Securities; (ii) during any Scheduled Black-out Period; or (iii) if the Company has notified the Shareholders and all other Holders by written notice that in the good faith judgment of the Board of Directors (after consultation with counsel), it would be materially detrimental to the Company or its security holders for such registration or underwritten offering to be effected at such time, including a statement of the reason for such postponement, in which event the Company shall have the right to postpone the filing (but not the preparation) of such registration statement or underwritten offering for a period of not more than forty-five (45) days after receipt of the request of the Shareholders or any other Holder; provided that the Company shall use its reasonable best efforts to cause any registration statement required pursuant to this Section 2 to be filed as soon as reasonably practicable thereafter; and provided further that such right to delay a registration or underwritten offering shall be exercised by the Company not more than twice in any 12-month period and not more than ninety (90) days in the aggregate in any 12-month period.

(c) If, during the Registration Period, the Company proposes to register any of its equity securities (including its ADSs), whether for its own account or for the account of other security holders or both (other than a registration pursuant to Section 2.1 or a Special Registration), the Company will give prompt written notice to the Shareholders and all other Holders of its intention to effect such a registration (but in no event less than fourteen (14) calendar days prior to the anticipated filing date) and (subject to Section 2.1(e)) will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) business days after the date of the Company’s notice (a “ Piggyback Registration “). Any such person that has made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, prior to the planned effective date of such Piggyback Registration. The Company may terminate or withdraw any registration under this Section 2.1(c) prior to the effectiveness of such registration, whether or not the Shareholders or any other Holders have elected to include Registrable Securities in such registration. “ Special Registration “ means the registration of equity securities and/or options or other rights in respect thereof solely registered on Form F-4, Form S-4 or Form S-8 (or successor form).

(d) If the registration referred to in Section 2.1(c) is proposed to be underwritten, the Company will so advise the Shareholders and all other Holders as a part of the written notice given pursuant to Section 2.1(c). In such event, the right of the Shareholders and

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all other Holders to registration pursuant to this Section 2 will be conditioned upon such persons’ participation in such underwriting and the inclusion of such persons’ Registrable Securities in the underwriting, and each such person will (together with the Company and the other persons distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If any participating person disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Holders.

(e) Except for the piggy-back registration rights granted by the Company prior to the date of this Agreement (the “ Existing Piggy-Back Rights “), the Company agrees that it shall not grant “piggyback” registration rights to one or more third parties to include their securities in the Shelf Registration Statement or in an underwritten offering under the Shelf Registration Statement pursuant to Section 2.1(a) unless approved by the board of directors of the Company, and, for so long as Focus is entitled to nominate the Focus Nominee (as defined in the Shareholders Agreement) pursuant to the Shareholders Agreement, such approval must include the approval of the Focus Nominee. If a Piggyback Registration under Section 2.1(c) relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority, (i) first, all of the securities to be offered for the account of the Company (but only in the case that the Company initiated such registration), or the account of the shareholder that initiated such registration, as the case may be, (ii) second, (A) Registrable Securities of the Shareholders and all other Holders who have requested registration of Registrable Securities pursuant to Section 2.1(a) or 2.1(c) of this Agreement, as applicable, and (B) other securities requested for inclusion in such registration by holder(s) of the Existing Piggy-Back Rights, pro rata on the basis of the aggregate number of such Registrable Securities and such other securities entitled and proposed to be included in this registration (with shares pursuant to (A) and (B) included in the registration on a pari passu basis) and (iii) third, any securities to be offered for the account of the Company (but only in the case of a registration initiated by a shareholder) and any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement.

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2.2 Expenses of Registration.

(a) The Company shall not bear any Registration Expenses other than those incurred in connection with the first Shelf Registration Statement pursuant to Section 2.1 above. For the avoidance of doubt, any costs and expenses incurred in connection with any subsequent sale of any registered shares which requires a filing of any amendment or supplement to any registration statement, including without limitation, all fees and expenses of any legal counsel, accountant or any other advisor and any other out-of-pocket expenses, shall be borne by the holder(s) of such shares.

(b) Except for the Registration Expenses incurred in connection with the first Shelf Registration Statement which shall be borne by the Company pursuant to Section 2.2 (a) above, all Registration Expenses and Selling Expenses incurred in connection with any and all registrations hereunder shall be borne by the holders of the securities so registered pro rata on the basis of the aggregate offering or sale price of the securities so registered.

2.3 Obligations of the Company.

During the Registration Period, the Company shall use its commercially reasonable efforts, to take such actions as are under its control to remain a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) if it becomes eligible for such status in the future (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)). In addition, whenever required to effect the registration of any Registrable Securities or facilitate the distribution of Registrable Securities pursuant to an effective Shelf Registration Statement, the Company shall, as expeditiously as reasonably practicable:

(a) Prepare and file with the SEC a prospectus supplement with respect to a proposed offering of Registrable Securities pursuant to an effective registration statement, subject to this Section 2.3, and keep such registration statement effective or such prospectus supplement current during the Registration Period.

(b) Prepare and file with the SEC such amendments and supplements to the applicable registration statement and the prospectus or prospectus supplement used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c) Furnish to the Holders and any underwriters such number of copies of the applicable registration statement and each such amendment and supplement thereto (including in each case all exhibits) and of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned or to be distributed by them.

(d) Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders or any managing underwriter(s), to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary to enable such seller to

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consummate the disposition in such jurisdictions of the securities owned by such Holder; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) Notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the applicable prospectus, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

(f) Give written notice to the Holders:

(i) When any registration statement filed pursuant to Section 2 or any amendment thereto has been filed with the SEC and when such registration statement or any post-effective amendment thereto has become effective;

(ii) of any request by the SEC for amendments or supplements to any registration statement or the prospectus included therein or for additional information;

(iii) of the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose;

(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Common Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v) of the happening of any event that requires the Company to make changes in any effective registration statement or the prospectus related to the registration statement in order to make the statements therein not misleading (which notice shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made);

(g) Use its reasonable best efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of any registration statement referred to in Section 2.3(f)(iii) at the earliest practicable time.

(h) Upon the occurrence of any event contemplated by Section 2.3(e) or 2.3(f)(v), promptly prepare a post-effective amendment to such registration statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to the Holders and any underwriters, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with Section 2.3(f)(v) to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Holders and

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any underwriters shall suspend use of such prospectus and use their commercially reasonable efforts to return to the Company all copies of such prospectus (at the Company’s expense) other than permanent file copies then in such Holder’s or underwriter’s possession.

(i) Use best efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical share certificates into book-entry form in accordance with any procedures reasonably requested by the Holders or any managing underwriter(s).

(j) If an underwritten offering is requested pursuant to Section 2.1(a), (i) enter into an underwriting agreement in customary form, scope and substance; (ii) furnish the underwriters with opinions of counsel to the Company, addressed to the managing underwriter(s), if any, covering the matters customarily covered in such opinions requested in underwritten offerings; and (iii) obtain “comfort” letters from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any business acquired by the Company for which financial statements and financial data are included in the Shelf Registration Statement) who have certified the financial statements included in such Shelf Registration Statement, addressed to each of the managing underwriter(s), if any, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters.

(k) Make available for inspection by a representative of Holders that are selling shareholders, the managing underwriter(s), if any, and any attorneys or accountants retained by such Holders or managing underwriter(s), at the offices where normally kept, during reasonable business hours, financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors and employees of the Company to supply all information in each case reasonably requested (and of the type customarily provided in connection with due diligence conducted in connection with a registered public offering of securities) by any such representative, managing underwriter(s), attorney or accountant in connection with such Shelf Registration Statement.

(l) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed or, if no similar securities issued by the Company are then listed on any securities exchange, use its reasonable best efforts to cause all such Registrable Securities to be listed on the New York Stock Exchange or NASDAQ, as determined by the Company.

(m) If requested by Holders of a majority of the Registrable Securities being registered and/or sold in connection therewith, or the managing underwriter(s), if any, promptly include in a prospectus supplement or amendment such information as the Holders of a majority of the Registrable Securities being registered and/or sold in connection therewith or managing underwriter(s), if any, may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such amendment as soon as practicable after the Company has received such request.

(n) Timely provide to its Shareholders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

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(o) Take all reasonable action necessary to: (i) cause the Depositary to accept the deposit of the Registrable Securities into the deposit facility to issue ADSs (or receipts) representing such Registrable Securities and to issue the related ADRs and (ii) cause the Depositary to register with the SEC (to the extent necessary) such ADSs.

2.4 Suspension of Sales.

During any Scheduled Black-out Period and upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until termination of such Scheduled Black-out Period or until such Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until such Holder is advised in writing by the Company that the use of the prospectus and, if applicable the prospectus supplement may be resumed. The total number of days that any such suspension may be in effect in any 180 day period shall not exceed 45 days.

2.5 Termination of Registration Rights.

A Holder’s registration rights as to any securities held by such Holder (and its Affiliates, partners, members and former members) shall not be available unless such securities are Registrable Securities.

2.6 Free Writing Prospectuses.

No Holder shall use any free writing prospectus (as defined in Rule 405) in connection with the sale of Registrable Securities without the prior written consent of the Company.

2.7 Indemnification.

(a) To the extent permitted by law, the Company agrees to indemnify each Holder, each Affiliate of such Holder and their respective directors, officers, members, managers, employees, agents, representatives and Affiliates (each, an “ Indemnitee “), against any and all Losses, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of material fact contained in any registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or any documents incorporated therein by reference or contained in any free writing prospectus (as such term is defined in Rule 405) prepared by the Company or authorized by it in writing for use by such Holder (or any amendment or supplement thereto); or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Company shall not be liable to such Indemnitee in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or omission made in such registration statement, including any such preliminary prospectus or final prospectus contained therein or any such amendments

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or supplements thereto or contained in any free writing prospectus (as such term is defined in Rule 405) prepared by the Company or authorized by it in writing for use by such Holder (or any amendment or supplement thereto) in reliance upon and in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests which was furnished in writing to the Company by such Indemnitee for use in connection with such registration statement, including any such preliminary prospectus or final prospectus contained therein or any such amendments or supplements thereto.

(b) If the indemnification provided for in Section 2.7(a) is unavailable to an Indemnitee with respect to any Losses or is insufficient to hold the Indemnitee harmless as contemplated therein, then the Company, in lieu of indemnifying such Indemnitee, shall contribute to the amount paid or payable by such Indemnitee as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Indemnitee, on the one hand, and the Company, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Indemnitee, on the other hand, shall be determined by reference to, among other factors, whether the untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company or by the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; the Company and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 2.7(b) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 2.7(a). No Indemnitee guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from the Company if the Company was not guilty of such fraudulent misrepresentation.

2.8 Assignment of Registration Rights.

The rights of a Holder to registration of Registrable Securities pursuant to Section 2 may be assigned by such Holder to a transferee or assignee of Registrable Securities; provided, however, that the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the number and type of Registrable Securities that are being assigned.

2.9 Rule 144; Rule 144A Reporting.

With a view to making available to the Shareholders and other Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144(c)(1) or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of this Agreement;

(b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and if at any time the Company is not required to file such reports, make available, upon the request of any Holder, such information

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necessary to permit sales pursuant to Rule 144A (including the information required by Rule 144A(d)(4) and the Securities Act);

(c) so long as any Shareholders or other Holders own any Registrable Securities, furnish to the Shareholders or such other Holders forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Exchange Act; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as the Shareholders or other Holders may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and

(d) take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act.

2.10 Forfeiture.

At any time, any Holder may elect in writing to forfeit its rights set forth in this Section 2 from that date forward; provided, that a Holder forfeiting such rights shall nonetheless be entitled to participate under Section 2.1 in any Pending Underwritten Offering to the same extent that such Holder would have been entitled to if the Holder had not withdrawn; and provided, further, that no such forfeiture shall terminate a Holder’s rights or obligations under Section 2.7 with respect to any prior registration or Pending Underwritten Offering. “ Pending Underwritten Offering “ means, with respect to any Holder forfeiting its rights pursuant to this Section 2.10, any underwritten offering of Registrable Securities in which such Holder has advised the Company of its intent to register its Registrable Securities either pursuant to Section 2.1(a) or Section 2.1(c) prior to the date of such Holder’s forfeiture.

SECTION 3

MISCELLANEOUS

3.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of New York, without regard to New York choice of law rules. Any dispute arising out of or in connection with this Agreement shall be referred to the Hong Kong International Arbitration Centre in Hong Kong. The arbitration proceedings shall be conducted in English pursuant to the Arbitration Rules of the United Nations Commission on International Trade Law, as currently in effect and a decision rendered by the arbitral tribunal in such proceedings shall be final and binding on the Parties. All rights to apply or appeal to any court on a preliminary or other point of law are excluded;  provided, however, that nothing herein shall limit the ability of a Party to seek specific performance or interim injunctive relief in any court of competent jurisdiction.

3.2 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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3.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

3.4 Entire Agreements Amendment; Waiver. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated, except by a written instrument signed by the Company and the Holders of two-thirds of the Registrable Securities and each Holder of at least 10% of the Company’s securities; provided, that no amendment shall by its terms diminish or negatively affect a Holders’ rights in a manner differently from any other Holder without such Holder’s consent. Any such amendment, waiver, discharge or termination shall be binding on all the Holders of Registrable Securities, but in no event shall the obligation of any Holder of Registrable Securities hereunder be materially increased, except upon the written consent of such Holder of Registrable Securities.

3.5 Additional Parties. Any person that acquires Registrable Securities pursuant to the terms of this Agreement and upon execution of a signature page to this Agreement shall be deemed a Holder hereunder. The addition of such other Holders shall not be deemed an amendment under Section 3.4 of this Agreement and no approval of any existing Shareholder or party to this Agreement other than the Company shall be required to effect such action. All Shareholders consent to the provisions of this Section 3.5.

3.6 Notices, Etc. All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, or if by facsimile, upon written confirmation of receipt by facsimile, e-mail or otherwise, (ii) on the first (1 st ) business day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier service or (iii) on the earlier of confirmed receipt or the fifth (5 th ) business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered, (x) if to a Holder, as indicated on the signature page attached hereto, or at such other address as such Holder or permitted assignee shall have furnished to the Company in writing, or (y) if to the Company, at Skadden, Arps, Slate, Meagher & Flom, 42/F, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, Attention: Julie Gao, or at such other address as the Company shall have furnished to each Holder in writing.

3.7 Delays or Omissions. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of any party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party.

3.8 Rights; Separability. Unless otherwise expressly provided herein, a Holder’s rights hereunder are several rights, not rights jointly held with any of the other Holder. In case any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality

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and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

3.9 Information Confidential. Each Holder acknowledges that the information received by them pursuant hereto is confidential and for its use only on behalf of the Company, and it will not use such confidential information in violation of the Exchange Act or reproduce, disclose or disseminate such information to any other person (other than its partners, parent, subsidiaries, employees or agents having a need to know the contents of such information, and its attorneys), except in connection with the exercise of rights under this Agreement, unless the Company or some other party other than the Holder has made such information available to the public generally, or such Holder is required to disclose such information by a governmental body (or order thereof) or pursuant to any law, statute, rule or regulation.

3.10 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

3.11 Legend on Certificates. Each certificate representing any Registrable Securities shall be endorsed by the Company with a legend reading substantially as follows:

“The Shares evidenced hereby are subject to a Registration Rights Agreement by and among the Company and the Holders (as defined therein) (the “Agreement”) (a copy of which may be obtained upon written request from the issuer), and by accepting any interest in such Shares the person accepting such interest shall be deemed to agree to and shall become bound by all the provisions of the Agreement.”

3.12 Captions. The article, section, paragraph and clause captions herein are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof.

3.13 Counterparts; Facsimile. This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Such facsimile signatures shall be deemed original signatures for all purposes.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year, first above written.

EXHIBIT 99.5

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned person hereby constitutes and appoints Shen Jie with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as an officer, director, partner, member or manager of any corporation, partnership or limited liability company or other company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, this power of attorney has been signed as of December 29, 2015.

English Translation

<National Emblem of the People’s Republic of China>

BUSINESS LICENSE

(DUPLICATE COPY)

Serial No.: S0112015014433 (1-1)

Unified Social Credibility Code: 914401016185128337

REGISTRATION AUTHORITY:

<Seal of Guangzhou Municipal Bureau of

Administration for Industry and Commerce>

December 14, 2015