ATV [Acorn International] 20-F: TABLE OF CONTENTS Page INTRODUCTION 1 1 PART

[TABLE OF CONTENTS Page INTRODUCTION 1 1 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 47 ITEM 4A. UNRESOLVED STAFF COMMENTS 79 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 80 ITEM 6. DIRECTORS, SENIOR MANAGEMENT] [THE COMPANIES LAW (REVISED) EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ACORN INTERNATIONAL, INC. (Adopted by way of a special resolution passed on July 6, 2006 and effective immediately upon commencement of the trading of the Company’s American Depositary Shares representing its ordinary shares on the New York 1. NAME The name of the Company] [List of Subsidiaries and Affiliated Entities • China DRTV, Inc., incorporated in the British Virgin Islands • Smooth Profit Limited, incorporated in the British Virgin Islands • Star Education & Technology Group Inc., incorporated in the Cayman Islands • Star Education & Technology Limited, incorporated in the British Virgin Islands • Bright Rainbow Investments Limited, incorporated in the Hong Kong] [Certification by the Chief Executive Officer I, Robert W. Roche, certify that: 1. 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 made, not misleading with respect to the] [Certification by the Chief Financial Officer I, Geoffrey Weiji Gao, certify that: 1. 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 made, not misleading with respect to the] [Section 906 of the Sarbanes-Oxley Act of 2002 Robert W. Roche Chief Executive Officer EX-13.1 6 d863987dex131.htm EX-13.1] [Section 906 of the Sarbanes-Oxley Act of 2002 Geoffrey Weiji Gao Principal Financial and Accounting Officer EX-13.2 7 d863987dex132.htm EX-13.2] [May 13, 2015 Acorn International, Inc. 19/F, 20th Building 487 Tianlin Road Shanghai 200233, China RE: ACORN INTERNATIONAL, INC. Dear Sirs/Madams, Company We have acted as legal advisors as to the laws of the People’s Republic of China to Acorn International, Inc., an exempted limited liability company incorporated in the Cayman Islands (the “ We hereby consent to the use] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-143267 on Form S-8 of our reports dated May 13, 2015, relating to the consolidated financial statements and financial statement schedule of Acorn International, Inc. and its subsidiaries and variable interest entities (the “Group”) (which report expresses an unqualified opinion and includes]

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BONA [Bona Film] 20-F: (Original Filing)

[FORM 20-F (Mark One) o or ý For the fiscal year ended December 31, 2014. o For the transition period from to . o Bona Film Group Limited Cayman Islands (Jurisdiction of Incorporation or Organization) 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Mr. Dong Yu (Name, Telephone, E-mail and/or Facsimile number and Address of] [Schedule of Material Differences between: · · Form of Limited Partnership Agreement by and among Wuhu Bona Film Investment Management Co., Ltd., as general partner, and the limited partners with respect to the Second Film Fund (“Second Film Fund LPA”). Material difference First Film Fund LPA Second Film Fund LPA Article 1. Definitions — Section 1.1.1 “Limited Partnership” or “Partnership”] [List of Subsidiaries of Bona Film Group Limited Company Jurisdiction of Wholly owned subsidiaries Bona International Film Group Limited BVI Alpha Speed Limited BVI Bona Entertainment Company Limited Hong Kong Bona Production Co., Ltd. Hong Kong Film Investments Limited Hong Kong Bona Location Entertainment Co., Limited Hong Kong Beijing Bona New World Media Technology Co., Ltd. PRC Partially owned subsidiaries] [Certification by the Chief Executive Officer I, Dong Yu, certify that: 1. I have reviewed this annual report on Form 20-F of Bona Film Group 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, Nicolas Zhi Qi, certify that: 1. I have reviewed this annual report on Form 20-F of Bona Film Group 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] [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. Dong Yu Chief Executive Officer 1 EX-13.1 6 a2223486zex-13_1.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. Nicolas Zhi Qi Chief Financial Officer 1 EX-13.2 7 a2223486zex-13_2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-174698 on Form S-8 of our reports dated April 30, 2015, relating to the consolidated financial statements of Bona Film Group Limited, its subsidiaries, its variable interest entities (the “VIEs”) and the VIEs’ subsidiaries (collectively, the “Group”), and the effectiveness of the] [HAN KUN LAW OFFICES Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P.R. China TEL: (86 10) 8525-5500; FAX: (86 10) 8525-5511/5522 , 2015 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Dear Sir/Madam: We hereby consent to] [Wuhu Bona Jinyu Film Investment Center, L.P. Financial Statements and Independent Registered Public Accounting Firm’s Report For the period from August 1, 2013 (date of incorporation) to December 31, 2013 and for the year ended December 31, 2014 To the General Partner of Wuhu Bona Jinyu Film Investment Center, L.P. We have audited the balance sheets of Wuhu Bona Jinyu]

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DHRM [Dehaier Medical Systems] 20-F: TABLE OF CONTENTS Item 1. Identity of Directors,

[TABLE OF CONTENTS Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 16 Item 4A. Unresolved Staff Comments 33 Item 5. Operating and Financial Review and Prospects 33 Item 6. Directors, Senior Management and Employees 45 Item 7. Major Shareholder] [I, Ping Chen, certify that: (1) I have reviewed this Form 20-F of Dehaier Medical Systems Limited; (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 made, not misleading] [Certification of Principal Financial Officer Huili (Alisa) Li, certify that: I, (1) I have reviewed this Form 20-F of Dehaier Medical Systems Limited; (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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the this period report fairly presents, in all material respects, the financial condition and results of operations of Dehaier Medical Systems Limited. Ping Chen] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Huili (Alisa) Li, certify that: (2) The information contained in the this period report fairly presents, in all material respects, the financial condition and results of operations of Dehaier Medical Systems Limited. Huili (Alisa) Li Chief Financial Officer (Principal Financial Officer)] [Dehaier Medical Systems Reports Full Year 2014 Financial Results Company to Conduct Conference Call at 8:30 a.m. EDT on April 30, 2015 BEIJING, April 30, 2015 -- Dehaier Medical Systems Ltd. (Nasdaq: DHRM) ("Dehaier" or the "Company"), which develops, markets and sells medical devices and wearable sleep respiratory products in China, today reported its financial results for the fiscal year]

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ZX [China Zenix Auto International] 20-F: (Original Filing)

[No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 People’s Republic of China Martin Cheung No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 People’s Republic of China Phone (86) 596-2600308 Facsimile (86) 596-2600558 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) American Depositary Shares, each representing four ordinary shares, par value] [SUBSIDIARIES OF CHINA ZENIX AUTO INTERNATIONAL LIMITED Subsidiary Jurisdiction of Organization China Wheel Limited Hong Kong Zhengxing Wheel Group Co., Ltd. The People’s Republic of China Zhengxing Group Langfang Wheel Co., Ltd. The People’s Republic of China Zhengxing Group Chengdu Wheel Co., Ltd. The People’s Republic of China Zhengxing Group Hefei Wheel Co., Ltd. The People’s Republic of China Zhengxing] [CERTIFICATION I, Jianhui Lai, certify that: 1. I have reviewed this annual report on Form 20-F of China Zenix Auto International Limited; 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] [CERTIFICATION I, Martin Cheung, certify that: 1. I have reviewed this annual report on Form 20-F of China Zenix Auto International Limited; 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] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Jianhui Lai Chief Executive Officer EX-13.1 5 d912903dex131.htm EX-13.1] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Martin Cheung Chief Financial Officer EX-13.2 6 d912903dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Crowe Horwath (HK) CPA Limited Hong Kong, the People’s Republic of China April 30, 2015 EX-15.1 7 d912903dex151.htm EX-15.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-178271) of China Zenix Auto International Limited of our report dated April 28, 2014 relating to the consolidated financial statements and financial statement schedule of China Zenix Auto International Limited and its subsidiaries (the “Group”) appearing in] [April 30, 2015 Dear Sirs/Madams: We have read Item 16F of China Zenix Auto International Limited’s Form 20-F dated April 30, 2015, and have the following comments: 1. We agree with the statements made in paragraph 1 to 4 of Item 16F for which we have a basis on which to comment on, and we agree with, the disclosures. 2.]

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BONA [Bona Film] 20-F: FORM 20-F (Mark One) o or ý For

[FORM 20-F (Mark One) o or ý For the fiscal year ended December 31, 2014. o For the transition period from to . o Bona Film Group Limited Cayman Islands (Jurisdiction of Incorporation or Organization) 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Mr. Dong Yu (Name, Telephone, E-mail and/or Facsimile number and Address of] [Schedule of Material Differences between: · · Form of Limited Partnership Agreement by and among Wuhu Bona Film Investment Management Co., Ltd., as general partner, and the limited partners with respect to the Second Film Fund (“Second Film Fund LPA”). Material difference First Film Fund LPA Second Film Fund LPA Article 1. Definitions — Section 1.1.1 “Limited Partnership” or “Partnership”] [List of Subsidiaries of Bona Film Group Limited Company Jurisdiction of Wholly owned subsidiaries Bona International Film Group Limited BVI Alpha Speed Limited BVI Bona Entertainment Company Limited Hong Kong Bona Production Co., Ltd. Hong Kong Film Investments Limited Hong Kong Bona Location Entertainment Co., Limited Hong Kong Beijing Bona New World Media Technology Co., Ltd. PRC Partially owned subsidiaries] [Certification by the Chief Executive Officer I, Dong Yu, certify that: 1. I have reviewed this annual report on Form 20-F of Bona Film Group 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, Nicolas Zhi Qi, certify that: 1. I have reviewed this annual report on Form 20-F of Bona Film Group 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] [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. Dong Yu Chief Executive Officer 1 EX-13.1 6 a2223486zex-13_1.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. Nicolas Zhi Qi Chief Financial Officer 1 EX-13.2 7 a2223486zex-13_2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-174698 on Form S-8 of our reports dated April 30, 2015, relating to the consolidated financial statements of Bona Film Group Limited, its subsidiaries, its variable interest entities (the “VIEs”) and the VIEs’ subsidiaries (collectively, the “Group”), and the effectiveness of the] [HAN KUN LAW OFFICES Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P.R. China TEL: (86 10) 8525-5500; FAX: (86 10) 8525-5511/5522 , 2015 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Dear Sir/Madam: We hereby consent to] [Wuhu Bona Jinyu Film Investment Center, L.P. Financial Statements and Independent Registered Public Accounting Firm’s Report For the period from August 1, 2013 (date of incorporation) to December 31, 2013 and for the year ended December 31, 2014 To the General Partner of Wuhu Bona Jinyu Film Investment Center, L.P. We have audited the balance sheets of Wuhu Bona Jinyu]

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VISN [VISIONCHINA MEDIA] 20-F: (Original Filing)

[] [Subsidiaries, incorporated in the British Virgin Islands: · Vision Best Limited · Digital Media Group Company Limited Subsidiaries, incorporated in the PRC: · China Digital Technology (Shenzhen) Co., Ltd. · Shenzhen Huachangshi Digital Technology Co., Ltd. · Shenzhen Huadingshi Mobile Digital Television Co., Ltd. · Beijing Eastlong Technology Development Co., Ltd. · Dienzhi Advertising (Shanghai) Co., Ltd. Subsidiary, incorporated in] [I, Limin Li, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Limin Li Chief Executive Officer] [I, Yan Wang, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Yan Wang Chief Financial Officer] [Certification by the Chief Executive Officer (1) (2) Limin Li Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) Yan Wang 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 report dated April 30, 2015, relating to the consolidated financial statements and the related financial statement schedule of VisionChina Media Inc. and its subsidiaries and variable interest entities appearing in the annual report on Form 20-F]

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ZX [China Zenix Auto International] 20-F: No. 1608, North Circle Road State Highway Zhangzhou,

[No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 People’s Republic of China Martin Cheung No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 People’s Republic of China Phone (86) 596-2600308 Facsimile (86) 596-2600558 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) American Depositary Shares, each representing four ordinary shares, par value] [SUBSIDIARIES OF CHINA ZENIX AUTO INTERNATIONAL LIMITED Subsidiary Jurisdiction of Organization China Wheel Limited Hong Kong Zhengxing Wheel Group Co., Ltd. The People’s Republic of China Zhengxing Group Langfang Wheel Co., Ltd. The People’s Republic of China Zhengxing Group Chengdu Wheel Co., Ltd. The People’s Republic of China Zhengxing Group Hefei Wheel Co., Ltd. The People’s Republic of China Zhengxing] [CERTIFICATION I, Jianhui Lai, certify that: 1. I have reviewed this annual report on Form 20-F of China Zenix Auto International Limited; 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] [CERTIFICATION I, Martin Cheung, certify that: 1. I have reviewed this annual report on Form 20-F of China Zenix Auto International Limited; 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] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Jianhui Lai Chief Executive Officer EX-13.1 5 d912903dex131.htm EX-13.1] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Martin Cheung Chief Financial Officer EX-13.2 6 d912903dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Crowe Horwath (HK) CPA Limited Hong Kong, the People’s Republic of China April 30, 2015 EX-15.1 7 d912903dex151.htm EX-15.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-178271) of China Zenix Auto International Limited of our report dated April 28, 2014 relating to the consolidated financial statements and financial statement schedule of China Zenix Auto International Limited and its subsidiaries (the “Group”) appearing in] [April 30, 2015 Dear Sirs/Madams: We have read Item 16F of China Zenix Auto International Limited’s Form 20-F dated April 30, 2015, and have the following comments: 1. We agree with the statements made in paragraph 1 to 4 of Item 16F for which we have a basis on which to comment on, and we agree with, the disclosures. 2.]

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VISN [VISIONCHINA MEDIA] 20-F:

[] [Subsidiaries, incorporated in the British Virgin Islands: · Vision Best Limited · Digital Media Group Company Limited Subsidiaries, incorporated in the PRC: · China Digital Technology (Shenzhen) Co., Ltd. · Shenzhen Huachangshi Digital Technology Co., Ltd. · Shenzhen Huadingshi Mobile Digital Television Co., Ltd. · Beijing Eastlong Technology Development Co., Ltd. · Dienzhi Advertising (Shanghai) Co., Ltd. Subsidiary, incorporated in] [I, Limin Li, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Limin Li Chief Executive Officer] [I, Yan Wang, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Yan Wang Chief Financial Officer] [Certification by the Chief Executive Officer (1) (2) Limin Li Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) Yan Wang 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 report dated April 30, 2015, relating to the consolidated financial statements and the related financial statement schedule of VisionChina Media Inc. and its subsidiaries and variable interest entities appearing in the annual report on Form 20-F]

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FENG [Phoenix New Media] 20-F: (Original Filing)

[FORM 20-F (Mark One) o OR x OR o o For the transition period from to 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. Betty Yip Ho Chief Financial Officer (86 10) 6067-6869 Sinolight Plaza, Floor 16] [Schedule of Material Differences between: · 1 ”) , · Cooperation Agreement, dated as of April 24, 2013, between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. entered into in 2013 (“Cooperation Agreement 2013”) , And · Cooperation Agreement, dated as of June 20 , 2014, between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network] [SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this “ (1) Company Particle Inc., an exempted limited liability company organized under the laws of the Cayman Islands (the “ (2) Hong Kong PRC HK Company Particle (HK) Limited, a company organized under the laws of the Hong Kong Special Administrative Region (“ (3) Beijing Particle Information Technology Co., Ltd. (] [SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this “ Schedule IA Founders Founder Founder Sellers Founder Seller (1) the individuals and their respective holding companies listed on Schedule IB Non-Founder Sellers Non-Founder Seller Sellers Seller (2) the individuals listed on Investor (3) Phoenix New Media Limited (the “ Party Parties Each of the foregoing parties is referred to herein] [SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this “ (1) Company Particle Inc., an exempted limited liability company organized under the laws of the Cayman Islands (the “ (2) Hong Kong PRC HK Company Particle (HK) Limited, a company organized under the laws of the Hong Kong Special Administrative Region (“ (3) Beijing Particle Information Technology Co., Ltd. (] [SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this “ (1) IDG IDG Technology Venture Investment V, L.P., a limited partnership organized and existing under the laws of the State of Delaware (“ (2) Yifang Sellers Seller Yifang Technology Group, Ltd., an international business company incorporated in and existing under the laws of the the British Virgin Islands (“ (3)] [(as of December 31, 2014) 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. Fenghuang Feiyang (Beijing) New Media Information Technology Co., Ltd. Affiliated consolidated entities Yifeng Lianhe (Beijing) Technology Co., Ltd. Beijing Tianying Jiuzhou Network Technology Co., Ltd. Subsidiar ies of affiliated] [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, Betty Yip Ho, 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] [Certification by the Chief Executive Officer 4 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 30 , 2015 Shuang Liu Chief Executive Officer EX-13.1 10 a15-9459_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer 4 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 30 , 2015 Betty Yip Ho Chief Financial Officer EX-13.2 11 a15-9459_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-200630, No. 333-191177, No. 333-177810) of Phoenix New Media Limited of our report dated April 30 , 2015 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this] [April 30 , 2015 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 Law Firm EX-15.2 13 a15-9459_1ex15d2.htm EX-15.2]

By | 2016-03-23T10:42:32+00:00 April 30th, 2015|Categories: Chinese Stocks, FENG, SEC Original|Tags: , , , , , |0 Comments
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FENG [Phoenix New Media] 20-F: FORM 20-F (Mark One) o OR x OR

[FORM 20-F (Mark One) o OR x OR o o For the transition period from to 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. Betty Yip Ho Chief Financial Officer (86 10) 6067-6869 Sinolight Plaza, Floor 16] [Schedule of Material Differences between: · 1 ”) , · Cooperation Agreement, dated as of April 24, 2013, between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. entered into in 2013 (“Cooperation Agreement 2013”) , And · Cooperation Agreement, dated as of June 20 , 2014, between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network] [SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this “ (1) Company Particle Inc., an exempted limited liability company organized under the laws of the Cayman Islands (the “ (2) Hong Kong PRC HK Company Particle (HK) Limited, a company organized under the laws of the Hong Kong Special Administrative Region (“ (3) Beijing Particle Information Technology Co., Ltd. (] [SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this “ Schedule IA Founders Founder Founder Sellers Founder Seller (1) the individuals and their respective holding companies listed on Schedule IB Non-Founder Sellers Non-Founder Seller Sellers Seller (2) the individuals listed on Investor (3) Phoenix New Media Limited (the “ Party Parties Each of the foregoing parties is referred to herein] [SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this “ (1) Company Particle Inc., an exempted limited liability company organized under the laws of the Cayman Islands (the “ (2) Hong Kong PRC HK Company Particle (HK) Limited, a company organized under the laws of the Hong Kong Special Administrative Region (“ (3) Beijing Particle Information Technology Co., Ltd. (] [SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this “ (1) IDG IDG Technology Venture Investment V, L.P., a limited partnership organized and existing under the laws of the State of Delaware (“ (2) Yifang Sellers Seller Yifang Technology Group, Ltd., an international business company incorporated in and existing under the laws of the the British Virgin Islands (“ (3)] [(as of December 31, 2014) 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. Fenghuang Feiyang (Beijing) New Media Information Technology Co., Ltd. Affiliated consolidated entities Yifeng Lianhe (Beijing) Technology Co., Ltd. Beijing Tianying Jiuzhou Network Technology Co., Ltd. Subsidiar ies of affiliated] [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, Betty Yip Ho, 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] [Certification by the Chief Executive Officer 4 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 30 , 2015 Shuang Liu Chief Executive Officer EX-13.1 10 a15-9459_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer 4 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 30 , 2015 Betty Yip Ho Chief Financial Officer EX-13.2 11 a15-9459_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-200630, No. 333-191177, No. 333-177810) of Phoenix New Media Limited of our report dated April 30 , 2015 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this] [April 30 , 2015 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 Law Firm EX-15.2 13 a15-9459_1ex15d2.htm EX-15.2]

By | 2016-03-23T10:43:39+00:00 April 30th, 2015|Categories: Chinese Stocks, FENG, Webplus ver|Tags: , , , , , |0 Comments
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