Focus Media CEO Enters Agreement to Pledge 2 Million ADSs, Representing 22.5% of His Shareholdings in the Company

Focus Media CEO Enters Agreement to Pledge 2 Million ADSs, Representing 22.5% of His Shareholdings in the Company

Focus Media Reconfirms its Q3 Guidance

SHANGHAI, China, Sept. 28 /Xinhua-PRNewswire/ -- Focus Media Holding Limited (NASDAQ:FMCN), China's largest out-of-home multi-platform life-style media company, today announced that Jason Nanchun Jiang, the company's founder, chairman and CEO, entered into a variable pre-paid forward contract with Credit Suisse Capital LLC to monetize a portion of his shareholdings in Focus Media. Under the terms of the agreement, Mr. Jiang pledged two million ADSs, each representing ten ordinary shares of the Company, to Credit Suisse, which will receive the ADSs one year from the date of the contract subject to certain adjustments depending on the market price of the ADSs. Mr. Jiang retains beneficial ownership, including voting rights over the pledged ADSs, until the settlement date next year. The pledged shares represent 22.5% of Mr. Jiang's current shareholdings in the Company and 3.75% of the issued and outstanding shares of the Company.

BUSINESS OUTLOOK

Focus Media reconfirms the third quarter earnings guidance it gave in connection with its second quarter earnings press release on August 21, 2006. In that release, the company estimated its total revenues for the third quarter of 2006 to range from $58 million to $60 million. Third quarter 2006 net income excluding non-cash share-based compensation expenses and amortization of acquired intangible assets resulting from acquisitions (non-GAAP) is expected to be between $26 million and $27 million.

USE OF NON-GAAP FINANCIAL MEASURES

In addition to Focus Media's consolidated financial results under GAAP, the company also provides non-GAAP financial measures, including non-GAAP operating profit, non-GAAP net income and earning per fully diluted ADS, all excluding non-cash share-based compensation and amortization of acquired intangible assets resulting from acquisitions. The company believes that the non-GAAP financial measures will provide investors with another method for assessing Focus Media's operating results in a manner that is focused on the performance of its ongoing operations. Readers are cautioned not to view non-GAAP results on a stand-alone basis or as a substitute for results under GAAP, or as being comparable to results reported or forecasted by other companies, and should refer to the reconciliation of GAAP results with non-GAAP results for the three-month periods of 2005 and 2006, respectively, in the attached financial statements.

The company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing the performance of Focus Media's liquidity and when planning and forecasting future periods. The company computes its non-GAAP financial measures using the same consistent method from quarter to quarter. The accompanying tables have more details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliation between these financial measures.

SAFE HARBOR: FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Among other things, the Business Outlook section and quotations from management in this press release, as well as Focus Media's strategic and operational plans, contain forward-looking statements. Focus Media may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission on forms 20-F and 6-K., in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Focus Media's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, risks outlined in Focus Media's filings with the U.S. Securities and Exchange Commission, including its registration statements on Form F-1, as amended. Focus Media does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

About Focus Media Holding Limited

Focus Media Holding Limited (NASDAQ:FMCN) is China's leading out-of-home multi-platform life-style media company, which operates the largest out-of-home advertising network in China using audiovisual flat-panel displays. Based on an audience-centric approach, Focus Media provides targeted advertising channels which cover specific demographics groups and their daily activities, from office buildings to retail chain stores, residential building, shopping malls, golf country clubs, airports, and airport transit buses. As of June 30, 2006, Focus Media had approximately 70,000 display units in our commercial location network, 35,000 display units in our in-store network, 82,000 advertising poster frames installed throughout China and 75 outdoor LED displays in Shanghai. Over 2000 international and domestic advertisers had placed advertisements through our networks as of June 30, 2006. For more information about Focus Media, please visit our website http://ir.focusmedia.cn/ .

Source: Focus Media Holding Limited

CONTACT: Jie Chen of Focus Media Holding Ltd, +86-21-3212-4661 x6607, or
ir@focusmedia.cn

Web Site: http://ir.focusmedia.cn/

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