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VisionChina Media Provides Further Update on Sale of Subway Mobile TV Advertising Business

"The sale of our subway mobile TV advertising business is a critical and strategic step for VisionChina Media, and we remain open in the future to sell the remaining 51% of our equity position in New Culture. We believe the execution of the New Agreements with Ledman will provide significant flexibility to satisfy our working capital needs and allow us to focus our resources on the fast growing WiFi business, and to further strengthen our leading position in China's urban mass transit WiFi market," commented Mr. Limin Li
, VisionChina Media's Chairman and Chief Executive Officer, "We expect this transaction will be closed in the near future and are confident that New Culture will be able to achieve the profit targets described in the profit compensation agreement."

Sale of Target Business

Pursuant to the new equity transfer agreement, Ledman will pay RMB382.2 million to acquire 49% equity interests in New Culture. Upon closing of the New Transaction, Ledman will pay an installment of RMB321.2 million in cash to VisionChina Media Group, and VisionChina Media Group will be required to use the entire amount of the first installment payment to purchase shares of Ledman held by Ledman's controlling shareholder ("Ledman Shares") through a block trade within five business days after the first installment payment. Within 10 business days (excluding time required for the block trade described above) after the closing of the New Transaction, Ledman will pay the remaining amount of RMB61 million in cash. Upon completion of the transactions contemplated by the new equity transfer agreement, the Company expects to receive cash proceeds of RMB61 million and indirectly own, through VisionChina Media Group, a certain amount of Ledman's total outstanding shares. The Ledman Shares will be subject to a lock-up until May 31, 2019 and VisionChina Media Group may not sell or otherwise dispose of more than 75% of the Ledman Shares during the 12 months after the lock-up expires.

VisionChina Media Group and all of its affiliates (including the Company and its controlling persons) have agreed not to engage in any business that is the same as or similar to or competes or may compete with New Culture's subway mobile TV advertising business for a period of eight years from the completion date of the New Transaction. The management team members and...