[FORM 20-F (Mark One) o or x or o o For the transition period from to 001-35158 Phoenix New Media Limited Cayman Islands (Jurisdiction of Incorporation or Organization) Sinolight Plaza, Floor 16 No. 4 Qiyang Road Wangjing, Chaoyang District, Beijing 100102 People’s Republic of China Contact Person: Ms. Qianli Liu Chief Financial Officer (86 10) 6067-6869 Sinolight Plaza, Floor 16] [Schedule of Material Differences between: · · Cooperation Agreement, dated as of July 8, 2012, between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. entered into in 2012 (“Cooperation Agreement 2012”). Material difference Cooperation Agreement 2011 Cooperation Agreement 2012 Article 1. Content of Cooperation — Section 1.1 “Party B agrees to produce solely for Party A] [Phoenix Satellite Television Information Limited Phoenix New Media (Hong Kong) Company Limited Fenghuang On-line (Beijing) Information Technology Co., Ltd. Beijing Fenghuang Yutian Software 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. Beijing Jirong Wenhua Culture Communication Co., Ltd.] [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] [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] [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 Shuang Liu Chief Executive Officer EX-13.1 6 a13-10110_1ex13d1.htm EX-13.1] [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 Qianli Liu Chief Financial Officer EX-13.2 7 a13-10110_1ex13d2.htm EX-13.2] [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] [April 26, 2013 Phoenix New Media Limited Sinolight Plaza, Floor 16, No. 4 Qiyang Road Wangjing, Chaoyang District Beijing 100102 People’s Republic of China Dear Sirs, Yours faithfully, Zhong Lun Zhong Lun Law Firm EX-15.2 9 a13-10110_1ex15d2.htm EX-15.2]