[] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT Company Depositary W I T N E S S E T H T H A T: WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE DEFINITIONS All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: Affiliate Agent American Depositary Share(s)” and “ADS(s) Article Articles of Association ADS] [April 27, 2011 FFB: KA Deutsche Bank Trust Company Americas, as Depositary under the Deposit Agreement referred to below 60 Wall Street New York, NY 10005 Ladies and Gentlemen: Deutsche Bank Trust Company Americas, as Depositary April 27, 2011 EX-5 3 a11-51_ex5.htm OPINION]

[Form F-1 REGISTRATION STATEMENT Phoenix New Media Limited Not Applicable Cayman Islands (State or other jurisdiction of 7389 (Primary Standard Industrial Not Applicable (I.R.S. Employer th Fusheng Building Tower 2, 16 th Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Chris K.H. Lin, Esq. Simpson Thacher] [THE COMPANIES LAW (2009 REVISION) AMENDED AND RESTATED OF ASSOCIATION OF PHOENIX NEW MEDIA LIMITED (adopted by special resolution passed on November 24, 2009) THE COMPANIES LAW (2009 REVISION) AMENDED AND RESTATED PHOENIX NEW MEDIA LIMITED 1 The name of the Company is PHOENIX NEW MEDIA LIMITED. 2 The registered office of the Company shall be at the offices of] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF PHOENIX NEW MEDIA LIMITED 鳯凰新媒體有限公司 (Adopted by special resolution of members passed on April , 2011 and effective immediately prior to the closing of the Company’s initial public offering of Class A Ordinary Shares represented by American depositary shares on , 2011) 1. Phoenix New] [Phoenix New Media Limited Matter: FEI/SEI: Issued to: Type of Shares: Class A Ordinary Shares Certificate No. Date of Record: No. of shares Transfer to cert# Amount Paid No. of shares Par Value US$0.01 Transfer Date Incorporated in the Cayman Islands Phoenix New Media Limited This is to certify that is / are the registered shareholders of: No. of Shares] [PHOENIX NEW MEDIA LIMITED PREFERRED SHARE PURCHASE AGREEMENT Agreement Company Schedule 1 Purchaser Purchasers Schedule 2 Existing Shareholder This PREFERRED SHARE PURCHASE AGREEMENT (the “ PHOENIX SATELLITE TELEVISION INFORMATION LIMITED BVI Co , a company organized and existing under the Laws of the British Virgin Islands (the “ BEIJING TIANYING JIUZHOU NETWORK TECHNOLOGY CO., LTD. Tian Ying , a domestic] [PHOENIX NEW MEDIA LIMITED SHAREHOLDERS’ AGREEMENT Agreement Company Schedule 1 Investor Investors Schedule 2A Existing Shareholder BVI Co WFOE Tian Ying Yi Feng Domestic Companies Domestic Company Party Parties This RECITALS WHEREAS Purchase Agreement , the Company, the Investors, the Existing Shareholder, the WFOE, the Domestic Companies and the BVI Co are each parties to the Preferred Share Purchase Agreement] [21 April 2011 Matter No.:875232 Doc Ref: 360061 Phoenix New Media Limited Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman KY1-1111 Cayman Islands Dear Sirs, Phoenix New Media Limited (the “Company”) Initial Public Offering Offering We have acted as special legal counsel in the Cayman Islands to the Company in connection with the initial public offering (the “ 0.01] [[ ], 2011 Phoenix New Media Limited Fusheng Building Tower 2, 16th Floor 4 Hui Xin Dong Jie, Chaoyang District Beijing 100029 People’s Republic of China Ladies and Gentlemen: relating to the registration of shares of the Company’s Class A ordinary shares, par value US$0.01 per share, which will be represented by American depositary shares evidenced by American depositary receipts.] [LEGAL OPINION To: 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 April 21, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Ordinary Shares Offered Securities” Registration Statement SEC We act as] [No. Labor Contract Party A: Fenghuang On-line (Beijing) Information Technology Co., Ltd. Party B: Fenghuang On-line (Beijing) Information Technology Co., Ltd. Party A: Legal Representative or Authorized Representative: Liu, Shuang No. 605 Fenghuang Guild Hall, No. 165 Haidian Road, Haidian District, Beijing, PRC, Registered Address: Party B: Gender: Date of Birth: Type of Household Register: (non-agricultural/agricultural) Identity Card No: OR] [PHOENIX NEW MEDIA LIMITED RULES OF THE SHARE OPTION SCHEME JONES DAY Solicitors and International lawyers 29/F, Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong PHOENIX NEW MEDIA LIMITED RULES OF THE SHARE OPTION SCHEME 1. PURPOSE OF THE SCHEME The purpose of the Scheme is to recognise the contribution or potential contribution of the executives, employees, directors,] [PHOENIX NEW MEDIA LIMITED RULES OF THE PHOENIX NEW MEDIA LIMITED RULES OF THE RESTRICTED SHARE UNIT AND RESTRICTED SHARE SCHEME 1 PURPOSE OF THE SCHEME The purpose of the Scheme is to recognize the contribution or potential contribution of executives, employees and directors of the Company and/or any Affiliate (as defined below) by granting Awards (as defined below) to] [INDEMNIFICATION AGREEMENT Agreement Company THIS INDEMNIFICATION AGREEMENT (this “ Indemnitee (the “ WHEREAS, the Indemnitee has agreed to serve as [a director/an officer] of the Company and in such capacity will render valuable services to the Company; and WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors or officers] [Exclusive Equity Option Agreement of Beijing Tianying Jiuzhou Network Technology Co., Ltd. by and among Qiao Hai Yan, Gao Xi Min, Beijing Tianying Jiuzhou Network Technology Co., Ltd., and Fenghuang On-line (Beijing) Information Technology Co., Ltd. December 31, 2009 Exclusive Equity Option Agreement This Exclusive Equity Option Agreement (the “Agreement”) is entered into by the following parties on December 31,] [Exclusive Equity Option Agreement of Yifeng Lianhe (Beijing) Technology Co., Ltd. by and among Yan Sheng He, Yin Xia Liu, Yifeng Lianhe (Beijing) Technology Co., Ltd., and Fenghuang On-line (Beijing) Information Technology Co., Ltd. December 31, 2009 Exclusive Equity Option Agreement This Exclusive Equity Option Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in] [Equity Pledge Agreement of Beijing Tianying Jiuzhou Network Technology Co., Ltd. by and among Haiyan Qiao, Ximin Gao, and Fenghuang On-line (Beijing) Information Technology Co., Ltd. December 31, 2009 Equity Pledge Agreement This Equity Pledge Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing, the People’s Republic of China (“PRC” or “China”): (1)] [Equity Pledge Agreement of Yifeng Lianhe (Beijing) Technology Co., Ltd. by and among Yansheng He, Yinxia Liu, and Fenghuang On-line (Beijing) Information Technology Co., Ltd. December 31, 2009 Equity Pledge Agreement 1 This Equity Pledge Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing, the People’s Republic of China (“PRC” or “China”): (1)] [Exclusive Technical Consulting and Service Agreement by and between Fenghuang On-line (Beijing) Information Technology Co., Ltd. and Beijing Tianying Jiuzhou Network Technology Co., Ltd. December 31, 2009 Exclusive Technical Consulting and Service Agreement This Exclusive Technical Consulting and Service Agreement (the “Agreement”) is entered into by the following two Parties on December 31, 2009 in Beijing, the People’s Republic of] [Exclusive Technical Consulting and Service Agreement by and between Fenghuang On-line (Beijing) Information Technology Co., Ltd. and Yifeng Lianhe (Beijing) Technology Co., Ltd. December 31, 2009 Exclusive Technical Consulting and Service Agreement This Exclusive Technical Consulting and Service Agreement (the “Agreement”) is entered into by the following two Parties on December 31, 2009 in Beijing, the People’s Republic of China] [Loan Agreement by and among Haiyan Qiao Ximin Gao and Fenghuang On-line (Beijing) Information Technology Co., Ltd. , December 31, 2009 Loan Agreement This Loan Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing: (1) Haiyan Qiao, a PRC citizen (ID No.: ); (2) Ximin Gao, a PRC citizen (ID No.: ); Haiyan] [Loan Agreement by and among Yansheng He Yinxia Liu and Fenghuang On-line (Beijing) Information Technology Co., Ltd. , December 31, 2009 Loan Agreement This Loan Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing: (1) Yansheng He, a PRC citizen (ID No.: ); (2) Yinxia Liu, a PRC citizen (ID No.: ); Yansheng] [Voting Right Entrustment Agreement of Beijing Tianying Jiuzhou Network Technology Co., Ltd. by and among Fenghuang On-line (Beijing) Information Technology Co., Ltd. , Beijing Tianying Jiuzhou Network Technology Co., Ltd., Haiyan Qiao and Ximin Gao December 31, 2009 Voting Right Entrustment Agreement This Voting Right Entrustment Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009] [Voting Right Entrustment Agreement of Yifeng Lianhe (Beijing) Technology Co., Ltd. by and among Fenghuang On-line (Beijing) Information Technology Co., Ltd. , Yifeng Lianhe (Beijing) Technology Co., Ltd., Yansheng He and Yinxia Liu December 31, 2009 Voting Right Entrustment Agreement This Voting Right Entrustment Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing,] [Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology Phoenix Satellite TV (“PSTV”) and Phoenix New Media (“PNM”) have entered into the following agreement in respect of cooperation in the fields of branding, content, promotion and technology to further promote the sound and rapid development of PNM, enhance the] [Supplemental Agreement to the Content, Branding, Promotion and Technology Cooperation Agreement Party A: Phoenix Satellite Television Holdings Limited Party B : Phoenix Online (Beijing) Information Technology Co., Ltd. For certain reasons, Party B intends to amend certain provisions contained in the agreement between Phoenix TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Brand, Promotion and Technology] [Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009 Program Content License Agreement This Program Content License Agreement (“Agreement”) is entered into between the following two parties on November 24, 2009 in Beijing: Phoenix Satellite Television Company Limited (“Party A” or “Phoenix Satellite TV”), a foreign enterprise duly] [Schedule of material differences between Program Content Agreements entered into between each of Tianying Jiuzhou and Yifeng Lianhe, respectively, and Phoenix TV Material difference Tianying Jiuzhou agreement Yifeng Lianhe agreement Description of Party B’s business in preamble “ operate the Phoenix Satellite TV Website (defined below) and Other Websites (defined below) and provide thereon, provide Internet information services such as] [April 14, 2011 Tianying Jiuzhou Network Technology Co., Ltd. Room 605, Phoenix Hall No. 165, Haidian Road Haidian District, Beijing People’s Republic of China Yifeng Lianhe (Beijing) Technology Co., Ltd. Fusheng Building Tower 2, 16 th Floor No. 4, Hui Xin Dong Jie Chaoyang District, Beijing People’s Republic of China Ladies and Gentlemen: Reference is made to the to the] [Trademark License Agreement between Phoenix Satellite Television Trademark Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009 Trademark License Agreement This Trademark License Agreement (this “Agreement”) is entered into by the following two Parties on November 24, 2009 in Beijing, the People’s Republic of China (“China”): (1) Phoenix Satellite Television Trademark Limited (“Licensor”) Registered Address: P O] [Schedule of material differences between the Trademark License Agreements entered into between each of Tianying Jiuzhou and Yifeng Lianhe, respectively, and Phoenix Satellite Television Trademark Limited Material difference Tianying Jiuzhou agreement Yifeng Lianhe agreement Article 2.3 [Does not contain such provision] Article 7.2.3 “ to conduct the Internet service business within China ” “ to conduct the information service under] [April 14, 2011 Tianying Jiuzhou Network Technology Co., Ltd. Room 605, Phoenix Hall No. 165, Haidian Road Haidian District, Beijing People’s Republic of China Yifeng Lianhe (Beijing) Technology Co., Ltd. Fusheng Building Tower 2, 16 th Floor No. 4, Hui Xin Dong Jie Chaoyang District, Beijing People’s Republic of China Ladies and Gentlemen: Reference is made to the to the] [Memorandum of Loan Agreement This Agreement is signed by the following two Parties on January 3, 2011: Party A: Phoenix Satellite Television Co., Ltd. (“Party A”), a company registered in Hong Kong. Address: Party B: Phoenix Satellite Television Information Limited (“Party B”), a company registered in the British Virgin Islands. Address: P O Box 957, Offshore Incorporations Center, Road Town,] [Cooperation Agreement between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. Party A: China Mobile Communications Corporation Address: Finance Street 29, Xicheng District, Beijing Party B: Beijing Tianying Jiuzhou Network Technology Co., Ltd. Address: Fusheng Building Tower 2 Floor 16, No.4 Hui Xin Dong Jie, Chaoyang District, Beijing Whereas: Party B is a cooperation partner of] [Cooperation Agreement between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. Party A: China Mobile Communications Corporation Address: Finance Street 29, Xicheng District, Beijing Party B: Beijing Tianying Jiuzhou Network Technology Co., Ltd. Address: Fusheng Building Tower 2 Floor 16, No.4 Hui Xin Dong Jie, Chaoyang District, Beijing Whereas: Party B is a cooperation partner of] [Phoenix Satellite Television Information Limited Phoenix New Media (Hong Kong) Company Limited Fenghuang On-line (Beijing) Information Technology Co., Ltd. PHOENIXi Investment Limited* PHOENIXi Inc. * Guofeng On-line (Beijing) Information Technology Co., Ltd.* *In the process of liquidation since 2006 EX-21.1 35 a2201510zex-21_1.htm EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Phoenix New Media Limited of our report dated March 14, 2011, except for Note 22, which is as of April 21, 2011, relating to the consolidated financial statements of Phoenix New Media Limited, which appears in such Registration Statement.] [21 April 2011 Phoenix New Media Limited 16/F, Fusheng Building, Tower 2 No. 4, Hui Xin Dong Jie Caoyang District Beijing 100029 People’s Republic of China Dear Sirs/Madams, INITIAL PUBLIC OFFERING Yours Faithfully, For and on behalf of GRANT SHERMAN APPRAISAL LIMITED Kelvin C.H. Chan, FCCA, CFA Director Room 1701, 17/F, Jubilee Centre, 18 Fenwick Street, Wan Chai, Hong Kong] [To: Phoenix New Media Limited April 15, 2011 Fusheng Building Tower 2, 16 th Floor 4 Hui Xin Dong Jie, Chaoyang District Beijing 100029 People’s Republic of China Re: Phoenix New Media Limited Consent to references to Shanghai iResearch Co., Ltd. and its report s Madam/Sirs: s included in Appendix , and the data contained therein in your Registration Statement] [To: Board of Directors Phoenix New Media Limited (the “Company”) Dated this 12 th day of April 2011 Dear Sirs, As we have discussed, I have agreed to serve as a member of the Board of Directors and of the Auditor Committee and N omination and C orporate G overnance As such, I hereby consent to being named as a] [CODE OF BUSINESS CONDUCT AND ETHICS OF PHOENIX NEW MEDIA LIMITED I. Purpose Phoenix New Media Limited Company Code and its subsidiaries (the “ This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) SEC (iii) compliance with] [LEGAL OPINION To: 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 April 21, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Ordinary Shares Offered Securities” Registration Statement SEC We act as]