Focus Media Network : Rights Issue on the Basis of Four (4) Rights Shares for Every One (1) Existing Share Held on the Record Date and Change in Board Lot Size

If you are in any doubt as to any aspect of this Prospectus or as to the action you should take, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in the Company, you should at once hand the Prospectus Documents to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

A copy of this Prospectus, together with copies of the PAL and the EAF, and the documents specified in the paragraph headed ''16. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG'' in Appendix III to this Prospectus have been registered by the Registrar of Companies in Hong Kong as required under Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Registrar of Companies in Hong Kong and the Securities and Futures Commission of Hong Kong take no responsibility as to the contents of any of the Prospectus Documents.

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time

Dealing in Shares and the Rights Shares in their nil-paid and fully-paid forms may be settled through CCASS operated by HKSCC and you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests.

The attention of Shareholders with registered addresses in, and investors who are located or residing in, any of the jurisdictions outside Hong Kong or holding Shares on behalf of beneficial owners with such addresses is drawn to the paragraph headed ''Rights of Overseas Shareholders'' in the section headed ''LETTER FROM THE BOARD'' of this Prospectus.

It is the responsibility of the Shareholders, including the Overseas Shareholders, to observe the local legal and regulatory requirements applicable to them for taking up and onward sale (if applicable) of the Rights Shares in their nil-paid or fully paid forms and to pay any taxes and duties required to be paid in such jurisdiction in connection with the taking up and onward sale of the Rights Shares in their nil-paid or fully paid forms.

Distribution of this Prospectus into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession this Prospectus comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction, for which the Company will not accept any liability. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the nil-paid Rights Shares or fully-paid Rights Shares or to take up any entitlements to the nil-paid Rights Shares or fully-paid Rights Shares in any jurisdiction in which such an offer or solicitation is unlawful.

Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of this Prospectus, the PAL and the EAF, make no representation as to their accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of any of the Prospectus Documents.

FOCUS MEDIA NETWORK LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8112)

RIGHTS ISSUE ON THE BASIS OF

FOUR (4) RIGHTS SHARES FOR EVERY ONE (1) EXISTING SHARE HELD ON THE RECORD DATE

AND

CHANGE IN BOARD LOT SIZE

Financial adviser to the Company

Underwriters to the Rights Issue

PROFIT COSMO GROUP LIMITED

Capitalised terms used in this cover shall have the same meanings as those defined in this Prospectus

The Latest Time for Acceptance is 4: 00 p.m. on Thursday, 14 September 2017. The procedures for acceptance and payment or transfer of the Rights Shares and application for excess Rights Shares are set out in the paragraph headed ''Procedures for acceptance and payment and transfer'' on pages 17 to 20 of this Prospectus and the paragraph headed ''EAF - Application for excess Rights Shares'' on pages 18 to 20 of this Prospectus, respectively.

The Shares have been dealt in on an ex-entitlement basis from Friday, 25 August 2017. Dealings in the Rights Shares in the nil-paid form will take place from Monday, 4 September 2017 to Monday, 11 September 2017 (both dates inclusive). The Rights Issue is conditional upon the fulfilment of the conditions set out under the paragraph headed ''Conditions of the Rights Issue'' in the section headed ''LETTER FROM THE BOARD'' of this Prospectus. If the conditions of the Rights Issue are not fulfilled or the Underwriting Agreement is terminated, the Rights Issue will not proceed. Any Shareholders or other persons contemplating selling or purchasing Shares and/or Rights Shares in their nil-paid form who are in any doubt about their position are recommended to consult their professional advisers. Any Shareholders or other persons dealing in Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled (and the date on which the Underwriters' right of termination of the Underwriting Agreement ceases) and any persons dealing in the nil-paid Rights Shares during the period from Monday, 4 September 2017 to Monday, 11 September 2017 (both dates inclusive) will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed.

It should be noted that the Underwriting Agreement contains provisions entitling the Underwriters by notice in writing to the Company at any time prior to the Latest Time for Termination to terminate its obligations under the Underwriting Agreement on the occurrence of certain events including force majeure. These events are set out under the section headed ''TERMINATION OF THE UNDERWRITING AGREEMENT'' on pages 26 to 27 of this Prospectus. If the Underwriters exercise such rights, the Rights Issue will not proceed.

This Prospectus will remain on the GEM website at w ww.hkgem.c o m on the ''Latest Company Announcements'' page for seven days from the date of its publication and on the Company's website at ww w.fo c u sme d ia .co m .

31 August 2017

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

Page

Characteristics of GEM .. ........ ....... ....... ........ ....... ........ ....... ... i

Definitions ........ ....... ........ ....... ....... ........ ....... ........ ....... ... 1

Termination of the Underwriting Agreement .... ........ ....... ........ ....... ... 7

Expected timetable ....... ........ ....... ....... ........ ....... ........ ....... ... 9

Letter from the Board .... ........ ....... ....... ........ ....... ........ ....... ... 11

Appendix I - Financial information of the Group ... ....... ........ ....... ... I-1 Appendix II - Unaudited pro forma financial information of the Group ..... ... II-1 Appendix III - General information ... ....... ........ ....... ........ ....... ... III-1

In this Prospectus, unless the context otherwise requires, the following expressions shall have the following meanings:

''acting in concert'' has the meaning ascribed thereto under the Takeovers Code

''Announcement'' the announcement of the Company dated 29 June 2017 in

relation to, amongst other things, the Rights Issue

''Application Form(s)'' the PAL(s) and EAF(s)

''associate(s)'' has the meaning ascribed thereto under the GEM Listing Rules

''Board'' the board of Directors

''Business Day(s)'' any day(s) (excluding a Saturday, Sunday, public holiday and

any day on which a tropical cyclone warning no. 8 or above or a ''black'' rainstorm warning signal is hoisted or remains hoisted in Hong Kong at any time between 9: 00 a.m. and 12: 00 noon and is not lowered or discontinued at or before 12: 00 noon) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

''CCASS'' the Central Clearing and Settlement System established and operated by HKSCC

''Companies (Winding Up and Miscellaneous Provisions)

Ordinance''

the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong (as amended from time to time)

''Company'' Focus Media Network Limited, a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on the GEM (stock code: 8112)

''Controlling Shareholder(s)'' has the meaning ascribed thereto under the GEM Listing Rules

''Conversion Share(s)'' new Share(s) to be issued upon the exercise of the Share

Option(s)

''Director(s)'' director(s) of the Company

''EAF(s)'' the form(s) of application for use by the Qualifying Shareholders who wish to apply for excess Rights Shares