[VISIONCHINA MEDIA INC.] [VISIONCHINA MEDIA INC. (FORMERLY KNOWN AS CDMTV HOLDING COMPANY) PURPOSE Plan Company The purpose of the CDMTV Holding Company 2006 Share Incentive Plan (the “ ARTICLE 2 Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so] [Subsidiaries, incorporated in the British Virgin Islands • Golden Carriage International Limited • Century Port Limited • Peak Win Limited • Aim Sky International Limited • Goldwhite Limited • Ahead Smart Holdings Limited Subsidiaries, incorporated in the PRC • China Digital Technology (Shenzhen) Co., Ltd. • Shenzhen Huachangshi Digital Technology Co., Ltd. Subsidiary, incorporated in Hong Kong • Win Prosper] [Certification by the Chief Executive Officer I, Limin Li, Chief Executive Officer of VisionChina Media Inc. (the “Company”), certify that: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [Certification by the Chief Financial Officer I, Dina Liu, Chief Financial Officer of VisionChina Media Inc. (the “Company”), certify that: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Limin Li Chief Executive Officer] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dina Liu Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-149316 on Form S-8 of our reports relating to the consolidated financial statements and the related financial statement schedule of VisionChina Media Inc. and its subsidiaries and variable interest entity (the “Company”) and the effectiveness of the Company’s internal control over financial]