[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]