Ticker: FENG, Company: Phoenix New Media Ltd, Type: 20-F, Date: 2012-04-27
Original SEC Filing: Click here

---

Webplus: FENG/20120427/20-F/1/000.htm SEC Original: d316760d20f.htm
* None None Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 306,101,077 Class A Ordinary Shares were outstanding as of December 31, 2011 317,325,360 Class B Ordinary Shares were outstanding as of December 31, 2011 ¨ x ¨ x

---

---

Webplus: FENG/20120427/20-F/2_EX-8.1/000.htm SEC Original: d316760dex81.htm
Subsidiaries Phoenix Satellite Television Information Limited Phoenix New Media (Hong Kong) Company Limited Fenghuang On-line (Beijing) Information Technology Co., Ltd. Affiliated consolidated entities Yifeng Lianhe (Beijing) Technology Co., Ltd. Beijing Tianying Jiuzhou Network Technology Co., Ltd. Subsidiary of affiliated consolidated entity Beijing Tianying Chuangzhi Advertising Co., Ltd. EX-8.1 2 d316760dex81.htm LIST OF SIGNIFICANT SUBSIDIARIES

---

---

Webplus: FENG/20120427/20-F/3_EX-12.1/000.htm SEC Original: d316760dex121.htm
Certification by the Chief Executive Officer I, Shuang Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Phoenix New Media Limited (the “Company”); 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

---

---

Webplus: FENG/20120427/20-F/4_EX-12.2/000.htm SEC Original: d316760dex122.htm
Certification by the Chief Financial Officer I, Qianli Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Phoenix New Media Limited (the “Company”); 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

---

---

Webplus: FENG/20120427/20-F/5_EX-13.1/000.htm SEC Original: d316760dex131.htm
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. Shuang Liu Chief Executive Officer

---

---

Webplus: FENG/20120427/20-F/6_EX-13.2/000.htm SEC Original: d316760dex132.htm
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. Qianli Liu Chief Financial Officer

---

---

Webplus: FENG/20120427/20-F/7_EX-15.1/000.htm SEC Original: d316760dex151.htm
普华永道中天会计师事务所有限公司 北京分所 26/F Office Tower A Beijing Fortune Plaza 7 Dongsanhuan Zhong Road Chaoyang District Beijing 100020, PRC Telephone +86 (10) 6533 8888 Facsimile +86 (10) 6533 8800 pwccn.com CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-177810) of Phoenix New Media Limited of our

---

---

Webplus: FENG/20120427/20-F/8_EX-15.2/000.htm SEC Original: d316760dex152.htm
April 27, 2012 Phoenix New Media Limited 16/F, Fusheng Building Tower 2 No. 4 Hui Xin Dong Jie, Chaoyang District Beijing 100029 People’s Republic of China Dear Sirs, SEC Yours faithfully, Zhong Lun Law Firm EX-15.2 8 d316760dex152.htm CONSENT OF ZHONG LUN LAW FIRM

---

Company Information:

Ticker: FENG, Company: Phoenix New Media Ltd, Type: 20-F, Date: 2012-04-27CIK: 0001509646, Location: F4, SIC: 4833, SIC Desc: TELEVISION BROADCASTING STATIONS
Business Phone & Address:
SINOLIGHT PLAZA, FL.16, NO.4 QIYANG RD.,
Beijing 100102