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Phoenix New Media Ltd

Phoenix New Media LtdFENG财报

NYSE · 通信服务 · 电视台

Phoenix Television is a majority state-owned television network that operates Mandarin and Cantonese-language channels serving mainland China, Hong Kong, Macau, and other regions with significant Chinese-speaking audiences. It is headquartered in Shenzhen and Hong Kong and is also registered in the Cayman Islands.

What changed in Phoenix New Media Ltd's 20-F — 2023 vs 2024

Top changes in Phoenix New Media Ltd's 2024 20-F

580 paragraphs added · 575 removed · 485 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

205 edited+62 added−22 removed700 unchanged
Risks Factors—Risks Relating to Doing Business in China— If the PCAOB determines that it is unable to inspect or investigate completely our auditor at any point in the future, our ADSs may be prohibited from trading in the United States under the HFCA Act, and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect the price of our ADSs and value of your investment.” 5 The Holding Foreign Companies Accountable Act Pursuant to the HFCA Act, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and the U.S.
Risks Factors—Risks Relating to Doing Business in China— If the PCAOB determines that it is unable to inspect or investigate completely our auditor at any point in the future, our ADSs may be 5 prohibited from trading in the United States under the HFCA Act, and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect the price of our ADSs and value of your investment.” The Holding Foreign Companies Accountable Act Pursuant to the HFCA Act, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and the U.S.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
Issues, risks and uncertainties relating to China’s government regulation of the Chinese Internet sector include the following: • We operate our PC websites, mobile applications, mobile websites and third-party platform accounts in China through the VIEs and their respective subsidiaries, which we have the power to direct the activities that most significantly impact the economic performance of the VIEs and provide us with economic benefits of the VIEs through contractual arrangements 29 due to restrictions on foreign investment in businesses providing value-added telecommunication services, including substantially all of our paid services and advertising services. • Uncertainties relating to the regulation of the Internet business in China, including evolving licensing practices, give rise to the risk that some of our permits, licenses or operations may be subject to challenge, which may be disruptive to our business, subject us to sanctions or require us to increase capital, compromise the enforceability of relevant contractual arrangements, or have other adverse effects on us.
Issues, risks and uncertainties relating to China’s government regulation of the Chinese Internet sector include the following: • We operate our PC websites, mobile applications, mobile websites and third-party platform accounts in China through the VIEs and their respective subsidiaries, which we have the power to direct the activities that most significantly impact the economic performance of the VIEs and provide us with economic benefits of the VIEs through contractual arrangements due to restrictions on foreign investment in businesses providing value-added telecommunication services, including substantially all of our paid services and advertising services. • Uncertainties relating to the regulation of the Internet business in China, including evolving licensing practices, give rise to the risk that some of our permits, licenses or operations may be subject to challenge, which may be disruptive to our business, subject us to sanctions or require us to increase capital, compromise the enforceability of relevant contractual arrangements, or have other adverse effects on us.
Our PRC legal counsel has advised us that an approval from MOFCOM is not required under 2006 M&A Rules for our contractual arrangements between Fenghuang On-line and each of the VIEs, based on their understanding of the current PRC laws, rules and 50 regulations, given that Fenghuang On-line was incorporated as a wholly foreign-owned enterprise by means of direct investment rather than by merger or acquisition by our company of the equity interest or assets of any “domestic company” as defined under the 2006 M&A Rules, and no provision in the 2006 M&A Rules classifies the contractual arrangements between Fenghuang On-line and each of the respective VIEs as a type of acquisition transaction falling under the 2006 M&A Rules.
Our PRC legal counsel has advised us that an approval from MOFCOM is not required under 2006 M&A Rules for our contractual arrangements between Fenghuang On-line and each of the VIEs, based on their understanding of the current PRC laws, rules and regulations, given that Fenghuang On-line was incorporated as a wholly foreign-owned enterprise by means of direct investment rather than by merger or acquisition by our company of the equity interest or assets of any “domestic company” as defined under the 2006 M&A Rules, and no provision in the 2006 M&A Rules classifies the contractual arrangements between Fenghuang On-line and each of the respective VIEs as a type of acquisition transaction falling under the 2006 M&A Rules.
For example, if we provide loans to our PRC subsidiaries, the total amount of such loans may not exceed the statutory limit, i.e., the difference between its total amount of investment and its registered capital, or certain amount calculated based on elements including capital or net assets and the cross-border financing leverage ratio (“Macro-prudential Management Mode”) under relevant PRC laws and the loans must be registered with the local counterpart of the State Administration of Foreign Exchange, or SAFE, and such loans need to be registered with the SAFE or filed with SAFE in its information system.
For example, if we provide loans to our PRC subsidiaries, the total amount of such loans may not exceed the statutory limit, i.e., the difference between its total amount of investment and its registered 49 capital, or certain amount calculated based on elements including capital or net assets and the cross-border financing leverage ratio (“Macro-prudential Management Mode”) under relevant PRC laws and the loans must be registered with the local counterpart of the State Administration of Foreign Exchange, or SAFE, and such loans need to be registered with the SAFE or filed with SAFE in its information system.
Key Information—Risk Factors—Risks Relating to Doing Business in China—We rely on dividends and other distributions on equity from our PRC subsidiaries to fund any cash and financing requirements we have, and any limitation on the ability of our PRC subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business.” We do not have a cash management policy to dictate how funds are transferred between the VIEs and our subsidiaries.
Key Information—Risk Factors—Risks Relating to Doing Business in China—We rely on dividends and other distributions on equity from our PRC subsidiaries to fund any cash and financing requirements we have, and any limitation on the ability of our PRC subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business.” We do not have a cash management policy to dictate how funds are transferred between the VIEs and their subsidiaries and our subsidiaries.
Our failure to obtain these approvals, if required, could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs.” Cash and Asset Flows through Our Organization Under PRC law, we may provide funding to our PRC subsidiaries only through capital contributions or loans, and to the VIEs only through loans, subject to satisfaction of applicable government registration and approval requirements.
Our failure to obtain these approvals, if required, could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs.” Cash and Asset Flows through Our Organization Under PRC law, we may provide funding to our PRC subsidiaries only through capital contributions or loans, and to the VIEs and their subsidiaries only through loans, subject to satisfaction of applicable government registration and approval requirements.
In the event that any possible implementing regulations of the FIL, any other future laws, administrative regulations or provisions deem contractual arrangements as a way of foreign investment, or if any of our operations through contractual arrangements is classified in the “restricted” or “prohibited” industry in the future “negative list” under the FIL, our contractual arrangements may be deemed as invalid and illegal, and we may be required to unwind the variable interest entity contractual arrangements and/or dispose of any affected business.
In the event that any possible implementing regulations of the FIL, any other future laws, administrative regulations or provisions deem contractual arrangements as a way of foreign investment, or if any of our operations through contractual arrangements is classified in the “restricted” or “prohibited” industry in the future “negative list” under the FIL, our contractual arrangements may be deemed as invalid and illegal, and we may be required to unwind the variable interest entity contractual 56 arrangements and/or dispose of any affected business.
Under the CIT Law and implementation regulations issued by the State Council, PRC withholding tax at the rate of 10% is applicable to dividends payable to investors that are “non-resident enterprises”, which do not have an establishment or place of business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends have their sources within the PRC.
Under the CIT Law and implementation regulations issued by the State Council, PRC withholding tax at the rate of 10% is applicable to dividends payable to investors that are “non-resident enterprises”, which do not have an establishment or place of 53 business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends have their sources within the PRC.
In addition, 28 advertising spending in China has historically been cyclical, reflecting overall economic conditions as well as the budgeting and buying patterns of our customers. The VIEs and their respective shareholders do not own all the trademarks used in their value-added telecommunications services, which may subject them to revocation of their licenses or other penalties or sanctions.
In addition, advertising spending in China has historically been cyclical, reflecting overall economic conditions as well as the budgeting and buying patterns of our customers. The VIEs and their respective shareholders do not own all the trademarks used in their value-added telecommunications services, which may subject them to revocation of their licenses or other penalties or sanctions.
We may be subject to 31 enhanced supervision and more serious penalties in case of a violation (if any) pursuant to such new Advertisement Law and the New Measures. To fulfill these monitoring functions, we include clauses in most of our advertising contracts requiring that all advertising content provided by advertisers must comply with relevant laws and regulations.
We may be subject to enhanced supervision and more serious penalties in case of a violation (if any) pursuant to such new Advertisement Law and the New Measures. To fulfill these monitoring functions, we include clauses in most of our advertising contracts requiring that all advertising content provided by advertisers must comply with relevant laws and regulations.
We also rely on other social media platforms, such as Weixin, Weibo, Douyin and Kuaishou, to generate effective traffic and active interactions among users. If any of these social media platforms stops offering its service to us, we may not be able to locate alternative platforms of similar scale to provide similar services in a timely manner.
We also rely on other social media platforms, such as Weixin, Weibo, Douyin and Kuaishou, to generate effective traffic and active 20 interactions among users. If any of these social media platforms stops offering its service to us, we may not be able to locate alternative platforms of similar scale to provide similar services in a timely manner.
Any negative development in Phoenix TV’s operations or attractiveness to users or advertisers may materially and adversely affect our business and operating results. Moreover, as we benefit from the content licensed to us by Phoenix TV, any regulatory actions or legal proceedings against Phoenix TV related to such content could have a material adverse impact on our operating results.
Any negative development in Phoenix TV’s operations or attractiveness to users or 24 advertisers may materially and adversely affect our business and operating results. Moreover, as we benefit from the content licensed to us by Phoenix TV, any regulatory actions or legal proceedings against Phoenix TV related to such content could have a material adverse impact on our operating results.
If such business operations are considered inappropriate by the competent government 30 authorities, we may be subject to penalties or we may have to interrupt or stop the operation of our PC websites, mobile applications, mobile websites and third-party platform accounts. China has enacted regulations governing Internet access and the distribution of news and other information.
If such business operations are considered inappropriate by the competent government authorities, we may be subject to penalties or we may have to interrupt or stop the operation of our PC websites, mobile applications, mobile websites and third-party platform accounts. China has enacted regulations governing Internet access and the distribution of news and other information.
However, we cannot rule out the possibility that we may be subject to the cybersecurity review or other investigations initiated by the CAC or the related governmental regulatory authorities. 27 New technologies could block our advertisements and desktop clients, and mobile applications may enable technical measures that could limit our traffic growth and new monetization opportunities.
However, we cannot rule out the possibility that we may be subject to the cybersecurity review or other investigations initiated by the CAC or the related governmental regulatory authorities. New technologies could block our advertisements and desktop clients, and mobile applications may enable technical measures that could limit our traffic growth and new monetization opportunities.
Based on the opinion of our PRC counsel, Zhong Lun Law Firm, in such case, the PRC government would have the power to, among other things, levy fines against us, confiscate our income, order us to cease certain content service, or require us to temporarily or permanently discontinue the affected portion of our business.
Based on the opinion of our PRC counsel, Zhong Lun Law Firm, in such case, the PRC government would have the power to, among other things, levy fines against us, confiscate our income, order us to cease 26 certain content service, or require us to temporarily or permanently discontinue the affected portion of our business.
The failure or inability of such PRC resident beneficial owners to do so may subject our PRC subsidiaries to fines or legal sanctions, restrictions on our cross-border investment activities or our PRC subsidiaries’ ability to distribute dividends to, or obtain foreign-exchange-dominated loans from, our company, or prevent us from 48 making distributions or paying dividends.
The failure or inability of such PRC resident beneficial owners to do so may subject our PRC subsidiaries to fines or legal sanctions, restrictions on our cross-border investment activities or our PRC subsidiaries’ ability to distribute dividends to, or obtain foreign-exchange-dominated loans from, our company, or prevent us from making distributions or paying dividends.
In addition, a majority of our directors and executive officers reside within China. There are significant legal and other obstacles for U.S. authorities to obtain information needed for investigations or litigation against us or our directors, executive officers or other gatekeepers in case we or any of these individuals engage in fraud or other wrongdoing.
In addition, a majority of our 48 directors and executive officers reside within China. There are significant legal and other obstacles for U.S. authorities to obtain information needed for investigations or litigation against us or our directors, executive officers or other gatekeepers in case we or any of these individuals engage in fraud or other wrongdoing.
However, it is also uncertain whether the 2006 M&A Rules, the MOFCOM Security Review Rules or the other PRC regulations regarding the acquisitions of PRC companies by foreign investors will be materially repealed or amended as the Foreign Investment Law, or the 36 FIL, became effective on January 1, 2020.
However, it is also uncertain whether the 2006 M&A Rules, the MOFCOM Security Review Rules or the other PRC regulations regarding the acquisitions of PRC companies by foreign investors will be materially repealed or amended as the Foreign Investment Law, or the FIL, became effective on January 1, 2020.
In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements Fenghuang On-line currently has in place with the respective VIEs in a manner that would materially and adversely affect the ability of Fenghuang On-line to pay dividends and other distributions to us.
In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual 45 arrangements Fenghuang On-line currently has in place with the respective VIEs in a manner that would materially and adversely affect the ability of Fenghuang On-line to pay dividends and other distributions to us.
It is not clear to what extent the holders of our shares or ADS may be subject to these requirements. We have conducted and may conduct acquisitions and dispositions involving complex corporate structures, and we may not be able to make timely filings with the PRC tax authorities as required.
It is not clear to what extent the holders of our shares or ADS may be subject to these requirements. We have conducted and may conduct acquisitions and dispositions involving complex corporate structures, and we may not be able to make timely filings 46 with the PRC tax authorities as required.
While we had developed and added newsfeed advertising into our mobile applications and mobile websites in late 2016, we are facing an increasingly competitive environment. For example, several mobile applications of other companies, such as Jinri Toutiao, QQ news (Tencent), Sina News and NetEase News, are all competing in newsfeed advertising.
While we had developed and added newsfeed advertising into our mobile applications and mobile websites in late 2016, we are facing an increasingly competitive environment. For example, several mobile applications of other companies, such as QQ news (Tencent), Sina News, NetEase News, Sohu News, and Jinri Toutiao are all competing in newsfeed advertising.
In addition, we may have to obtain approval from the relevant PRC governmental authorities for the acquisitions and comply with any applicable PRC rules and regulations, which may be costly. In the event our acquisitions are not successful, our financial condition and results of operation may be materially and adversely affected.
In addition, we may have to obtain approval from the relevant PRC 40 governmental authorities for the acquisitions and comply with any applicable PRC rules and regulations, which may be costly. In the event our acquisitions are not successful, our financial condition and results of operation may be materially and adversely affected.
As a result, if we have any material disclosure violation or if our directors, 46 executive officers or other gatekeepers commit any fraud or other financial misconduct, the U.S. authorities may not be able to conduct effective investigations or bring and enforce actions against us, our directors, executive officers or other gatekeepers.
As a result, if we have any material disclosure violation or if our directors, executive officers or other gatekeepers commit any fraud or other financial misconduct, the U.S. authorities may not be able to conduct effective investigations or bring and enforce actions against us, our directors, executive officers or other gatekeepers.
The 2006 M&A Rules also provide that approval by MOFCOM is required prior to a foreign company acquiring a PRC domestic company where the foreign company and the domestic company have the same de facto controlling person(s) that are PRC domestic individual(s) or enterprise(s). The applicability of the 2006 M&A Rules with respect to MOFCOM’s approval is unclear.
The 2006 M&A Rules also provide that approval by MOFCOM is required prior to a foreign company acquiring a PRC domestic company where the foreign company and the domestic company have the same de facto controlling person(s) that are PRC 52 domestic individual(s) or enterprise(s). The applicability of the 2006 M&A Rules with respect to MOFCOM’s approval is unclear.
If SAFE or any of its local branches requires our PRC resident beneficial owners to register their interest in our company pursuant to SAFE Circular 37 and the related implementing rules, we will request our PRC resident beneficial owners to make the necessary registration, filings and amendments as required.
If SAFE or any of its local branches requires our PRC resident beneficial owners to register their interest in our company pursuant to SAFE Circular 37 and the related implementing rules, we will request our PRC resident beneficial owners to make the necessary 50 registration, filings and amendments as required.
Business 24 Overview—Regulatory Matters—Regulation of Foreign Television Programs and Satellite Channels.” As of the date of this annual report, we have not obtained an approval from NRTA for introducing and broadcasting foreign TV programs produced by certain foreign TV stations in China.
Business Overview—Regulatory Matters—Regulation of Foreign Television Programs and Satellite Channels.” As of the date of this annual report, we have not obtained an approval from NRTA for introducing and broadcasting foreign TV programs produced by certain foreign TV stations in China.
Failure to take timely and appropriate measures to cope with any of these 54 or similar regulatory compliance challenges could materially and adversely affect our current corporate structure, corporate governance and business operations, which could cause the value of our ADSs to significantly decline or become worthless.
Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure, corporate governance and business operations, which could cause the value of our ADSs to significantly decline or become worthless.
If the consolidation trend continues and the market is effectively controlled by a small number of large advertising agencies, such advertising agencies may be in a position to demand higher advertising agency service fees based on increased bargaining power, which could reduce our net advertising revenues. 19 If we fail to continue to anticipate user preferences and provide high quality content that attracts and retains users, or if we have to cease providing certain content in order to comply with changing regulatory requirements, we may not be able to generate sufficient user traffic to remain competitive.
If the consolidation trend continues and the market is effectively controlled by a small number of large advertising agencies, such advertising agencies may be in a position to demand higher advertising agency service fees based on increased bargaining power, which could reduce our net advertising revenues. 21 If we fail to continue to anticipate user preferences and provide high quality content that attracts and retains users, or if we have to cease providing certain content in order to comply with changing regulatory requirements, we may not be able to generate sufficient user traffic to remain competitive.
Although we have already taken such measures, any circumvention of these security measures may still cause interruptions in our operations or damage our brand image and reputation, which could have a material adverse effect on our business prospects and operating results.
Although we have already taken such measures, any circumvention of these security measures may still cause interruptions in our operations or damage our brand image and reputation, 27 which could have a material adverse effect on our business prospects and operating results.
For example, the Advertisement Law provides that an advertisement operator who posts false or fraudulent advertisements related to the life and health of the consumers, or who knows or should have known other kind of posted advertisement is false or fraudulent will be subject to joint and several liabilities.
For example, the Advertisement Law provides that an advertisement operator who posts false or fraudulent advertisements related to the life and health of the consumers, or who knows or should have known other kind of posted advertisement is false or fraudulent will be 33 subject to joint and several liabilities.
If any of our executive officers or key employees joins a competitor or forms a competing company, we may lose advertisers, know-how and key professionals and staff members. Each of our executive officers and key employees has entered into an employment agreement and a non-compete agreement with us.
If any of our executive officers or key employees joins a competitor or forms a competing company, we may lose advertisers, know-how and key professionals and staff members. Each of our executive officers and key employees has entered into an employment agreement and a 34 non-compete agreement with us.
We 41 conduct our operations in China principally through contractual arrangements among our wholly-owned PRC subsidiary, Fenghuang On-line, and two VIEs in the PRC, namely, Tianying Jiuzhou and Fenghuang Ronghe, and their respective shareholders. Fenghuang Ronghe holds 100% equity interest of Yifeng Lianhe.
We conduct our operations in China principally through contractual arrangements among our wholly-owned PRC subsidiary, Fenghuang On-line, and two VIEs in the PRC, namely, Tianying Jiuzhou and Fenghuang Ronghe, and their respective shareholders. Fenghuang Ronghe holds 100% equity interest of Yifeng Lianhe.
The implementation regulations of the CIT Law set forth that, (i) if the enterprise that distributes 51 dividends is domiciled in the PRC, or (ii) if gains are realized from transferring equity interest of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income.
The implementation regulations of the CIT Law set forth that, (i) if the enterprise that distributes dividends is domiciled in the PRC, or (ii) if gains are realized from transferring equity interest of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income.
Such a prohibition or any threat thereof would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and 53 uncertainty associated with delisting would have a negative impact on the price of our ADSs.
Such a prohibition or any threat thereof would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our ADSs.
Although the impact of COVID-19 pandemic started to subside since the end of 2022, our business, results of operations, financial conditions and prospects could be materially and adversely affected to the extent that any other epidemic harms the Chinese economy in general. 40 Risks Relating to Our Corporate Structure Phoenix TV (BVI) owns our Class B ordinary shares with 1.3 votes per share, allowing it and Phoenix TV to exercise control over matters subject to shareholder approval, and their interests may not be aligned with the interests of our other shareholders.
Although the impact of COVID-19 pandemic started to subside since the end of 2022, our business, results of operations, financial conditions and prospects could be materially and adversely affected to the extent that any other epidemic harms the Chinese economy in general. 42 Risks Relating to Our Corporate Structure Phoenix TV (BVI) owns our Class B ordinary shares with 1.3 votes per share, allowing it and Phoenix TV to exercise control over matters subject to shareholder approval, and their interests may not be aligned with the interests of our other shareholders.
These decisions may not be consistent with the short-term expectations of investors 32 and may not produce the long-term benefits that we expect, in which case our user growth and user engagement, our relationships with advertisers and our business and operating results could be harmed.
These decisions may not be consistent with the short-term expectations of investors and may not produce the long-term benefits that we expect, in which case our user growth and user engagement, our relationships with advertisers and our business and operating results could be harmed.
We cannot assure you, however, that the trading prices of our ADSs will not fall below NYSE’s continued listing standard again in the future, nor that we will always be able to maintain compliance with the other continued listing requirements of the NYSE.
We cannot assure you, however, that the trading 57 prices of our ADSs will not fall below NYSE’s continued listing standard again in the future, nor that we will always be able to maintain compliance with the other continued listing requirements of the NYSE.
You will receive these distributions in proportion to 58 the number of ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is impractical to make a distribution available to any holders of ADSs.
You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is impractical to make a distribution available to any holders of ADSs.
The changes in the carrying value of investments in the three funds were mainly attributable to the changes in estimated fair value of the underlying investments held by the funds. 39 In December 2020, we acquired, through Tianying Jiuzhou, approximately 3.7773% partnership interests in Guangzhou Kesheng Jiada Network Partnership, or Kesheng Jiada, with a consideration of RMB10.0 million, representing 1.0% indirect equity interest in 4K Garden Network Technology (Guangzhou) Co., Ltd., or 4K Garden, a company that focuses on developing 4K ultra HD content ecosystem and related technology and 5G+ ultra HD application technology platform.
The changes in the carrying value of investments in the three funds were mainly attributable to the changes in estimated fair value of the underlying investments held by the funds. 41 In December 2020, we acquired, through Tianying Jiuzhou, approximately 3.7773% partnership interests in Guangzhou Kesheng Jiada Network Partnership, or Kesheng Jiada, with a consideration of RMB10.0 million, representing 1.0% indirect equity interest in 4K Garden Network Technology (Guangzhou) Co., Ltd., or 4K Garden, a company that focuses on developing 4K ultra HD content ecosystem and related technology and 5G+ ultra HD application technology platform.
As a result, content posted by our users, including we-media publishers and other Internet users, may expose us to allegations by third parties of infringement of intellectual property rights, invasion of privacy, defamation and other violations of third-party rights.
As a result, content posted by our users, including we-media publishers and other Internet users, may expose us to allegations by third parties of infringement of intellectual property rights, invasion of privacy, 36 defamation and other violations of third-party rights.
We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act.
We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration 60 statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act.
Pursuant to the Phoenix TV Cooperation Agreement, in November 2009 each of Tianying Jiuzhou and Yifeng Lianhe entered into a program content license agreement, or Content License Agreement, with Phoenix Satellite Television Company Limited, a subsidiary of Phoenix TV, and a trademark license agreement, or Old Trademark License Agreement, with Phoenix Satellite Television Trademark Limited.
Pursuant to the Phoenix TV Cooperation Agreement, in November 2009 each of Tianying Jiuzhou and Yifeng Lianhe entered into a program content license agreement, or Content License Agreement, with Phoenix Satellite Television Company Limited, a subsidiary of Phoenix TV, and a trademark license agreement, or 2009 Trademark License Agreement, with Phoenix Satellite Television Trademark Limited.
After the promulgation of the MIIT 2006 Notice in July 2006, the MIIT issued a subsequent notice in October 2006, or the MIIT October Notice, urging value-added telecommunication service operators to conduct self-examination regarding any noncompliance with the MIIT 2006 Notice prior to November 1, 2006.
After the promulgation of the MIIT 2006 Notice in July 2006, the MIIT issued a subsequent notice in October 2006, or 30 the MIIT October Notice, urging value-added telecommunication service operators to conduct self-examination regarding any noncompliance with the MIIT 2006 Notice prior to November 1, 2006.
If our efforts to develop market and sell new products and services to the market are not successful, our financial position, operating results and cash flows could be materially adversely affected, the price of our ordinary shares could decline and you could lose part or all of your investment. 20 In addition, due to the tightened regulations in the media industry, the services that we may provide to users may be subject to limitations and we may not be able to roll out new products and services under such regulatory environment.
If our efforts to develop market and sell new products and services to the market are not successful, our financial position, operating results and cash flows could be materially adversely affected, the price of our ordinary shares could decline and you could lose part or all of your investment. 22 In addition, due to the tightened regulations in the media industry, the services that we may provide to users may be subject to limitations and we may not be able to roll out new products and services under such regulatory environment.
Information on the Company—B. Business Overview—Legal and Administrative Proceedings” for more information. 33 In addition, there can be no assurance that we will be successful in the claims we pursue against other parties.
Information on the Company—B. Business Overview—Legal and Administrative Proceedings” for more information. In addition, there can be no assurance that we will be successful in the claims we pursue against other parties.
In June 2021, the plaintiff applied for a retrial with the Supreme People’s Court and the Supreme People’s Court conducted a hearing 34 on the matter of retrial. On April 7, 2023, the Supreme People’s Court has rendered its decision and dismissed the plaintiff’s application for retrial.
In June 2021, the plaintiff applied for a retrial with the Supreme People’s Court and the Supreme People’s Court conducted a hearing on the matter of retrial. On April 7, 2023, the Supreme People’s Court has rendered its decision and dismissed the plaintiff’s application for retrial.
We cannot assure you that the PCAOB will always have complete access to inspect and investigate our auditor, or that we will not be identified as an SEC-identified issuer again in the future.
We cannot assure you that the PCAOB will always have complete access to inspect and investigate our auditor, 55 or that we will not be identified as an SEC-identified issuer again in the future.
However, under the current contractual arrangements, as a legal matter, if any of the VIEs or any of their shareholders fails to perform its, his or her respective obligations under these contractual arrangements, we may have to incur substantial costs and resources to enforce such arrangements, and rely on legal remedies available under PRC laws, including seeking specific performance 42 or injunctive relief, and claiming damages, which we cannot assure you will be effective.
However, under the current contractual arrangements, as a legal matter, if any of the VIEs or any of their shareholders fails to perform its, his or her respective obligations under these contractual arrangements, we may have to incur 44 substantial costs and resources to enforce such arrangements, and rely on legal remedies available under PRC laws, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective.
Further, relevant PRC laws, rules and regulations permit payments of dividends by our PRC subsidiaries only out of their retained earnings, if any, determined in accordance with accounting 43 standards and regulations of China.
Further, relevant PRC laws, rules and regulations permit payments of dividends by our PRC subsidiaries only out of their retained earnings, if any, determined in accordance with accounting standards and regulations of China.
Taxation.” For the years ended December 31, 2021, 2022 and 2023, no assets other than cash were transferred through our organization. 7 Taxation on Dividends or Distributions Phoenix New Media Limited’s source of dividend partly comes from dividends paid by our PRC subsidiaries, including the primary beneficiary of the VIEs, which in part depends on payments received from the VIEs under the contractual arrangements with the VIEs.
Taxation.” For the years ended December 31, 2022, 2023 and 2024, no assets other than cash were transferred through our organization. 7 Taxation on Dividends or Distributions Phoenix New Media Limited’s source of dividend partly comes from dividends paid by our PRC subsidiaries, including the primary beneficiary of the VIEs, which in part depends on payments received from the VIEs under the contractual arrangements with the VIEs.
A substantial portion of the assets of these persons are located outside the United States. As a 57 result, it may be difficult for you to effect service of process within the United States upon these persons.
A substantial portion of the assets of these persons are located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons.
As of March 31, 2024, we had 576,517,237 ordinary shares outstanding, including 317,325,360 Class B ordinary shares and 259,191,877 Class A ordinary shares part of which are represented by 5,327,746 ADSs. All ADSs sold in our initial public offering are freely transferable without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act.
As of March 31, 2025, we had 576,517,237 ordinary shares outstanding, including 317,325,360 Class B ordinary shares and 259,191,877 Class A ordinary shares part of which are represented by 5,327,746 ADSs. All ADSs sold in our initial public offering are freely transferable without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act.
Under Section 3(a)(1)(C), however, because certain of our term deposits and short-term investments may be viewed as investment securities, we believe that we were at times during recent years deemed a prima facie investment company because we owned investment securities with a cumulative value exceeding 40% of the value of our total assets (exclusive of cash items and government securities) on an unconsolidated basis.
Under Section 3(a)(1)(C), however, because certain of our term deposits and short-term investments may be viewed as investment securities, we believe that we were at times during previous years deemed a prima facie investment company because we owned investment securities with a cumulative value exceeding 40% of the value of our total assets (exclusive of cash items and government securities) on an unconsolidated basis.
(Page 18) • We rely in part on application marketplaces, Internet search engines, navigation sites, web browsers and other social media platforms to drive traffic to our PC websites, mobile applications, mobile websites and third-party platform accounts, and if we fail to appear near the top of such search results or rankings, traffic to our PC websites, mobile applications, mobile websites and third-party platform accounts could decline and our business and operating results could be adversely affected.
(Page 20) • We rely in part on application marketplaces, Internet search engines, navigation sites, web browsers and other social media platforms to drive traffic to our PC websites, mobile applications, mobile websites and third-party platform accounts, and if we fail to appear near the top of such search results or rankings, traffic to our PC websites, mobile applications, mobile websites and third-party platform accounts could decline and our business and operating results could be adversely affected.
(Page 47) • If the PRC government finds that our PRC beneficial owners are subject to the SAFE registration requirement under SAFE Circular 37 and the relevant implementing rules and our PRC beneficial owners fail to comply with such registration requirements, such PRC beneficial owners may be subject to personal liability, our ability to acquire PRC companies or to inject capital into our PRC subsidiaries may be limited, our PRC subsidiaries’ ability to distribute profits to us may be limited, or our business may be otherwise materially and adversely affected.
(Page 49) • If the PRC government finds that our PRC beneficial owners are subject to the SAFE registration requirement under SAFE Circular 37 and the relevant implementing rules and our PRC beneficial owners fail to comply with such registration requirements, such PRC beneficial owners may be subject to personal liability, our ability to acquire PRC companies or to inject capital into our PRC subsidiaries may be limited, our PRC subsidiaries’ ability to distribute profits to us may be limited, or our business may be otherwise materially and adversely affected.
In 2023, the vast majority of our total revenues were derived from Internet information services and services that relied on Internet access services from third parties,” “—D. Risk Factors—Risks Relating to Our Business and Industry—Failure to obtain NRTA’s approval for introducing and broadcasting foreign television programs could have a material adverse effect on our ability to conduct our business,” “—D.
In 2024, the vast majority of our total revenues were derived from Internet information services and services that relied on Internet access services from third parties,” “—D. Risk Factors—Risks Relating to Our Business and Industry—Failure to obtain NRTA’s approval for introducing and broadcasting foreign television programs could have a material adverse effect on our ability to conduct our business,” “—D.
The determination of whether we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time.
The determination of whether we are a PFIC is made on an annual basis and will depend on the composition of our income and assets and the value of our assets from time to time.
(Page 20) Risks Relating to Our Corporate Structure Risks and uncertainties relating to our corporate structure include, but are not limited to, the following: • Phoenix TV (BVI) owns our Class B ordinary shares with 1.3 votes per share, allowing it and Phoenix TV to exercise control over matters subject to shareholder approval, and their interests may not be aligned with the interests of our other shareholders.
(Page 42) Risks Relating to Our Corporate Structure Risks and uncertainties relating to our corporate structure include, but are not limited to, the following: • Phoenix TV (BVI) owns our Class B ordinary shares with 1.3 votes per share, allowing it and Phoenix TV to exercise control over matters subject to shareholder approval, and their interests may not be aligned with the interests of our other shareholders.
(Page 44) Risks Relating to Doing Business in China We are subject to risks and uncertainties relating to doing business in China in general, including, but are not limited to, the following: • Adverse changes in political and economic policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our services and materially and adversely affect our competitive position.
(Page 46) Risks Relating to Doing Business in China We are subject to risks and uncertainties relating to doing business in China in general, including, but are not limited to, the following: • Adverse changes in political and economic policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our services and materially and adversely affect our competitive position.
(Page 41) • If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC governmental restrictions on foreign investment in Internet businesses, or if these regulations or the interpretation of existing regulations change in the future, we would be subject to severe penalties or be forced to relinquish our interests in those operations.
(Page 43) • If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC governmental restrictions on foreign investment in Internet businesses, or if these regulations or the interpretation of existing regulations change in the future, we would be subject to severe penalties or be forced to relinquish our interests in those operations.
(Page 49) • The approval, filing or other requirements of the CSRC, CAC or other PRC government authorities may be required under PRC law in connection with our issuance of securities overseas. Our failure to obtain these approvals, if required, could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs.
(Page 51) • The approval, filing or other requirements of the CSRC, CAC or other PRC government authorities may be required under PRC law in connection with our issuance of securities overseas. Our failure to obtain these approvals, if required, could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs.
(Page 53) • If the PCAOB determines that it is unable to inspect or investigate completely our auditor at any point in the future, our ADSs may be prohibited from trading in the United States under the HFCA Act, and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect the price of our ADSs and value of your investment.
(Page 55) • If the PCAOB determines that it is unable to inspect or investigate completely our auditor at any point in the future, our ADSs may be prohibited from trading in the United States under the HFCA Act, and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect the price of our ADSs and value of your investment.
The PIPL stipulates the scope of personal information and the ways of processing personal information, establishes rules for processing personal information and for transferring personal information offshore, and clarifies the individual’s rights and the processor’s obligations in the process of personal information.
The PIPL stipulates the scope of personal information and the ways of processing personal information, establishes rules for processing personal information and for transferring personal 28 information offshore, and clarifies the individual’s rights and the processor’s obligations in the process of personal information.
In addition to the staff of our content screening team, we also take advantage of the assistance of AI technology to ensure the efficiency and safety of content monitoring.
In addition to the staff of our content screening team, we also take advantage of the 32 assistance of AI technology to ensure the efficiency and safety of content monitoring.
Business Overview—Legal and Administrative Proceedings.” In addition, our platforms are open to Internet users for uploading text and images and our we-media vertical obtained content produced by a large number of we-media publishers, such as we-media outlets, public intellectual, commentators, scholars, key opinion leaders, or KOLs and professors.
Business Overview—Legal and Administrative Proceedings.” In addition, our platforms were open to Internet users for uploading text and images and our we-media vertical obtained content produced by a large number of we-media publishers, such as we-media outlets, public intellectual, commentators, scholars, key opinion leaders, or KOLs and professors.
Moreover, the cost of identifying and consummating 38 acquisitions, and integrating the acquired businesses into ours, may be significant, and the integration of acquired business may be disruptive to our business operations.
Moreover, the cost of identifying and consummating acquisitions, and integrating the acquired businesses into ours, may be significant, and the integration of acquired business may be disruptive to our business operations.
(Page 46) • The ability of U.S. authorities to bring actions for violations of U.S. securities law and regulations against us, our directors, executive officers or the expert named in this annual report may be limited and therefore you may not be afforded the same protection as provided to investors in U.S. domestic companies.
(Page 48) • The ability of U.S. authorities to bring actions for violations of U.S. securities law and regulations against us, our directors, executive officers or the expert named in this annual report may be limited and therefore you may not be afforded the same protection as provided to investors in U.S. domestic companies.
In 2023, the vast majority of our total revenues were derived from Internet information services and services that relied on Internet access services from third parties. We are required to obtain an Internet news license from CAC for the dissemination of news through our PC websites, mobile applications, mobile websites and third-party platform accounts. See “Item 4.
In 2024, the vast majority of our total revenues were derived from Internet information services and services that relied on Internet access services from third parties. We are required to obtain an Internet news license from CAC for the dissemination of news through our PC websites, mobile applications, mobile websites and third-party platform accounts. See “Item 4.
In January 2021, we acquired additional 1.8886% partnership interests in Kesheng Jiada, representing 0.5% indirect equity interest in 4K Garden, with a consideration of RMB5.0 million. As of December 31, 2023, the carrying value of the equity investment was RMB15.0 million (US$2.1 million). In addition, we previously invested in several other businesses.
In January 2021, we acquired additional 1.8886% partnership interests in Kesheng Jiada, representing 0.5% indirect equity interest in 4K Garden, with a consideration of RMB5.0 million. As of December 31, 2024, the carrying value of the equity investment was RMB15.0 million (US$2.1 million). In addition, we previously invested in several other businesses.
Our investment in Humanistic Intelligence is classified as available-for-sale debt investments and reported at fair value. We had fully written down the whole investment in Humanistic Intelligence and recognized an impairment loss related to credit losses of RMB6.0 million in 2022. As of December 31, 2023, the fair value of investment in Humanistic Intelligence was nil.
Our investment in Humanistic Intelligence is classified as available-for-sale debt investments and reported at fair value. We had fully written down the whole investment in Humanistic Intelligence and recognized an impairment loss related to credit losses of RMB6.0 million in 2022. As of December 31, 2024, the fair value of investment in Humanistic Intelligence was nil.
As such, we are not required to satisfy additional disclosure requirement for SEC-identified issuers that are also foreign issuers in this annual report, and we do not expect to be identified as an SEC-identified issuer in 2024. However, the PCAOB may change its determinations under the HFCA Act at any point in the future.
As such, we are not required to satisfy additional disclosure requirement for SEC-identified issuers that are also foreign issuers in this annual report, and we do not expect to be identified as an SEC-identified issuer in 2025. However, the PCAOB may change its determinations under the HFCA Act at any point in the future.
(Page 43) • The contractual arrangements with the VIEs may be subject to scrutiny by the PRC tax authorities and may result in a finding that we owe additional taxes or are ineligible for tax exemption, or both, which could substantially increase our taxes owed and thereby reduce our net income.
(Page 45) • The contractual arrangements with the VIEs may be subject to scrutiny by the PRC tax authorities and may result in a finding that we owe additional taxes or are ineligible for tax exemption, or both, which could substantially increase our taxes owed and thereby reduce our net income.
Tianying Jiuzhou and Yifeng Lianhe continue to use certain of Phoenix TV’s logos that are licensed from Phoenix Satellite Television Trademark Limited, a wholly owned subsidiary of Phoenix TV, in their value-added telecommunications services. Therefore, we are not currently in compliance with the MIIT 2006 Notice.
Tianying Jiuzhou and Yifeng Lianhe continue to use certain of Phoenix TV’s logos that are currently licensed from Phoenix Satellite Television Company Limited, a wholly owned subsidiary of Phoenix TV, in their value-added telecommunications services. Therefore, we are not currently in compliance with the MIIT 2006 Notice.
(Page 19) • If we fail to continue to anticipate user preferences and provide high quality content that attracts and retains users, or if we have to cease providing certain content in order to comply with changing regulatory requirements, we may not be able to generate sufficient user traffic to remain competitive.
(Page 21) • If we fail to continue to anticipate user preferences and provide high quality content that attracts and retains users, or if we have to cease providing certain content in order to comply with changing regulatory requirements, we may not be able to generate sufficient user traffic to remain competitive.
In 2023, the vast majority of our total revenues were derived from Internet information services and services that relied on Internet access services from third parties; and therefore if we are ordered to cease such services, our business, financial condition and results of operation will be materially and adversely affected.
In 2024, the vast majority of our total revenues were derived from Internet information services and services that relied on Internet access services from third parties; and therefore if we are ordered to cease such services, our business, financial condition and results of operation will be materially and adversely affected.
We believe we were a passive foreign investment company for 2023, and that there is a material risk that we may be classified as a passive foreign investment company for the current and future taxable years, which could result in adverse United States federal income tax consequences to United States Holders (as defined below).
We believe we were a passive foreign investment company for 2024, and that there is a material risk that we may be classified as a passive foreign investment company for the current and future taxable years, which could result in adverse United States federal income tax consequences to United States Holders (as defined below).
(Page 47) • PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the net proceeds from any offshore financing that we may undertake in the future to make loans or additional capital contributions to our PRC subsidiaries and the VIEs.
(Page 49) • PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the net proceeds from any offshore financing that we may undertake in the future to make loans or additional capital contributions to our PRC subsidiaries and the VIEs.
(Page 51) • We may be deemed a PRC resident enterprise under the CIT Law and be subject to the PRC taxation on our worldwide income. (Page 51) • Dividends payable by us to our foreign investors and gain on the sale of our ADSs or ordinary shares may become subject to taxes under PRC tax laws.
(Page 53) • We may be deemed a PRC resident enterprise under the CIT Law and be subject to the PRC taxation on our worldwide income. (Page 53) • Dividends payable by us to our foreign investors and gain on the sale of our ADSs or ordinary shares may become subject to taxes under PRC tax laws.
Foreign private issuers are also exempt from the Regulation FD, aimed at preventing issuers from making selective disclosures of material information.
Foreign private issuers 58 are also exempt from the Regulation FD, aimed at preventing issuers from making selective disclosures of material information.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Subsidiary of one of the VIEs Filing Certificate of Art Operators Chaoyang District Bureau of Culture and Tourism of Beijing Municipality Huanyou Tianxia Subsidiary of one of the VIEs Telecommunication and Information Services Business License Beijing Communications Administration Huanyou Tianxia Subsidiary of one of the VIEs Publication Operation Permit Beijing Municipal Bureau of Press and Publication Huanyou Tianxia Subsidiary of one of the VIEs Food Operation Licenses Chaoyang District Market Regulation Administration of Beijing Municipality Fenghuang On-line Our PRC subsidiary Certificate of High-tech Enterprise Beijing Municipal Science & Technology Commission, Beijing Municipal Finance Bureau, Beijing Municipal Tax Bureau Fenghuang On-line Our PRC subsidiary Zhongguancun Science Part High and New Technology Enterprise Administrative Commission of Zhongguancun Science Park Fenghuang Yutian Our PRC subsidiary Certificate of High-tech Enterprise Beijing Municipal Science & Technology Commission, Beijing Municipal Finance Bureau, Beijing Municipal Tax Bureau Fenghuang Yutian Our PRC subsidiary Zhongguancun Science Part High and New Technology Enterprise Administrative Commission of Zhongguancun Science Park Fenghuang Borui Our PRC subsidiary Certificate of High-tech Enterprise Beijing Municipal Science & Technology Commission, Beijing Municipal Finance Bureau, Beijing Municipal Tax Bureau Fenghuang Borui Our PRC subsidiary Zhongguancun Science Part High and New Technology Enterprise Administrative Commission of Zhongguancun Science Park The following is a summary of the most significant PRC laws and regulations that affect our business activities in China or our shareholders’ rights to receive dividends and other distributions from us.
Subsidiary of one of the VIEs Filing Certificate of Art Operators Chaoyang District Bureau of Culture and Tourism of Beijing Municipality Huanyou Tianxia Subsidiary of one of the VIEs Telecommunication and Information Services Business License Beijing Communications Administration Huanyou Tianxia Subsidiary of one of the VIEs Publication Operation Permit Beijing Municipal Bureau of Press and Publication Huanyou Tianxia Subsidiary of one of the VIEs Food Operation Licenses Chaoyang District Market Regulation Administration of Beijing Municipality Fenghuang On-line Our PRC subsidiary Certificate of High-tech Enterprise Beijing Municipal Science & Technology Commission, Beijing Municipal Finance Bureau, Beijing Municipal Tax Bureau Fenghuang On-line Our PRC subsidiary Zhongguancun Science Part High and New Technology Enterprise Administrative Commission of Zhongguancun Science Park Fenghuang Yutian Our PRC subsidiary Certificate of High-tech Enterprise Beijing Municipal Science & Technology Commission, Beijing Municipal Finance Bureau, Beijing Municipal Tax Bureau Fenghuang Borui Our PRC subsidiary Certificate of High-tech Enterprise Beijing Municipal Science & Technology Commission, Beijing Municipal Finance Bureau, Beijing Municipal Tax Bureau The following is a summary of the most significant PRC laws and regulations that affect our business activities in China or our shareholders’ rights to receive dividends and other distributions from us.
On 14 June 2022, the CAC issued a revised version of the Administrative Provisions on Mobile Internet Application Information Services (the “APP Provisions”), which basically reflects the regulatory development since 2016 and further emphasizes that mobile internet app providers shall comply with the relevant provisions on the scope of necessary personal information when engaging in personal information processing activities.
On June 14, 2022, the CAC issued a revised version of the Administrative Provisions on Mobile Internet Application Information Services (the “APP Provisions”), which basically reflects the regulatory development since 2016 and further emphasizes that mobile internet app providers shall comply with the relevant provisions on the scope of necessary personal information when engaging in personal information processing activities.
SAFE Circular 13 took effect on June 1, 2015.
SAFE Circular 13 took effect on June 1, 2015.
Pursuant to these provisions, owners or operators of mobile Internet applications that provide information services shall fulfill their information security management responsibilities strictly and perform their obligations listed as below: • certify the identification information of registered users including their mobile telephone number based information under the principle of a real name backstage, and a freely-chosen name on stage; • establish and perfect the mechanism for protecting users’ information, and follow the principle of legality, rightfulness and necessity, indicate expressly the purpose, method and scope of collection and use and obtain the consents of users while collecting and using users’ personal information; • establish and perfect the mechanism for verifying and managing information contents, and in terms of any information content released that violates laws or regulations, take such measures as warning, restricting functions, suspending updates and closing accounts as the case may be, keep relevant records and report the same to relevant competent departments; • safeguard users’ right to know and to make choices when users are installing or using such applications, and refrain from starting such functions as collecting the information of users’ location, accessing users’ contacts, turning on users’ camera and recording sound, or any other function irrelevant to the services, nor forcefully install any other irrelevant application, for so long as users are not notified of the same clearly and do not give their consent; • respect and protect intellectual property and refrain from producing or releasing any application that infringes others’ intellectual property; and 81 • record the users’ log information and keep the same for 60 days.
Pursuant to these provisions, owners or operators of mobile Internet applications that provide information services shall fulfill their information security management responsibilities strictly and perform their obligations listed as below: • certify the identification information of registered users including their mobile telephone number based information under the principle of a real name backstage, and a freely-chosen name on stage; • establish and perfect the mechanism for protecting users’ information, and follow the principle of legality, rightfulness and necessity, indicate expressly the purpose, method and scope of collection and use and obtain the consents of users while collecting and using users’ personal information; • establish and perfect the mechanism for verifying and managing information contents, and in terms of any information content released that violates laws or regulations, take such measures as warning, restricting functions, suspending updates and closing accounts as the case may be, keep relevant records and report the same to relevant competent departments; • safeguard users’ right to know and to make choices when users are installing or using such applications, and refrain from starting such functions as collecting the information of users’ location, accessing users’ contacts, turning on users’ camera and recording sound, or any other function irrelevant to the services, nor forcefully install any other irrelevant application, for so long as users are not notified of the same clearly and do not give their consent; • respect and protect intellectual property and refrain from producing or releasing any application that infringes others’ intellectual property; and • record the users’ log information and keep the same for 60 days.
Risk Factors—Risks Relating to Our Business and Industry—We are subject to a variety of laws and other obligations regarding cybersecurity, data security and personal information protection in China, and our failure to comply with any of them could result in proceedings against us by governmental entities or others and harm our public image and reputation, which could have a material adverse effect on our business, results of operations and financial condition.” Regulation of Internet Copyrights In order to address copyright issues relating to the Internet, in December 2020, the PRC Supreme People’s Court adopted the Provisions on Certain Issues Concerning the Applicable Laws in the Trial of Civil Cases Involving Disputes over Infringement of the Right of Dissemination through Information Networks, or the Provisions, which provides that the courts will require ICP service providers to remove not only links or content that have been specifically mentioned in the notices of infringement from right holders, but also links or content they “should have known” to contain infringing content.
Risk Factors—Risks Relating to Our Business and Industry—We are subject to a variety of laws and other obligations regarding cybersecurity, data security and personal information protection in China, and our failure to comply with any of them could result in proceedings against us by governmental entities or others and harm our public image and reputation, which could have a material adverse effect on our business, results of operations and financial 86 condition.” Regulation of Internet Copyrights In order to address copyright issues relating to the Internet, in December 2020, the PRC Supreme People’s Court adopted the Provisions on Certain Issues Concerning the Applicable Laws in the Trial of Civil Cases Involving Disputes over Infringement of the Right of Dissemination through Information Networks, or the Provisions, which provides that the courts will require ICP service providers to remove not only links or content that have been specifically mentioned in the notices of infringement from right holders, but also links or content they “should have known” to contain infringing content.
Risk Factors— Uncertainties with respect to the PRC legal system could limit the protections available to you and us.” The FIL also provides several protective rules and principles for foreign investors and their investments in the PRC, including, among others, that local governments shall abide by their commitments to the foreign investors; foreign-invested enterprises are allowed to issue stocks and corporate bonds; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriate or requisition the investment of foreign investors is prohibited; mandatory technology transfer is prohibited, allows foreign investors’ funds to be freely transferred out and into the territory of PRC, which run through the entire lifecycle from the entry to the exit of foreign investment, and provide an all-around and multi-angle system to guarantee fair competition of foreign-invested enterprises in the market economy.
Risk Factors— Uncertainties with respect to the PRC legal system could limit the protections available to you and us.” The FIL also provides several protective rules and principles for foreign investors and their investments in the PRC, including, among others, that local governments shall abide by their commitments to the foreign investors; foreign-invested enterprises are allowed to issue stocks and corporate bonds; except for special circumstances, in which case statutory procedures 72 shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriate or requisition the investment of foreign investors is prohibited; mandatory technology transfer is prohibited, allows foreign investors’ funds to be freely transferred out and into the territory of PRC, which run through the entire lifecycle from the entry to the exit of foreign investment, and provide an all-around and multi-angle system to guarantee fair competition of foreign-invested enterprises in the market economy.
The new measures (i) add the provisions on such activities as open-screen advertisements and advertisements sent to intelligent home appliances etc.; (ii) detail the rules on advertising management in some key areas, such as internet advertising with links, advertising paid for ranking, advertising published via algorithmic recommendation, and advertising published via online live streaming; (iii) specify that internet platform operators providing information services shall fulfill obligations of internet information service providers such as recording and keeping relevant information, actively discovering and deleting illegal advertisements, establishing a complaint handling mechanism, and cooperating with market regulatory authorities to monitor advertisements and investigate illegal activities in internet advertisements.
The new measures (i) add the provisions on such activities as open-screen advertisements and 81 advertisements sent to intelligent home appliances etc.; (ii) detail the rules on advertising management in some key areas, such as internet advertising with links, advertising paid for ranking, advertising published via algorithmic recommendation, and advertising published via online live streaming; (iii) specify that internet platform operators providing information services shall fulfill obligations of internet information service providers such as recording and keeping relevant information, actively discovering and deleting illegal advertisements, establishing a complaint handling mechanism, and cooperating with market regulatory authorities to monitor advertisements and investigate illegal activities in internet advertisements.
Risk Factors—Risk Relating to Doing Business in China—If the PRC government finds that our PRC beneficial owners are subject to the SAFE registration requirement under SAFE Circular 37 and the relevant implementing rules and our PRC beneficial owners fail to comply with such registration requirements, such PRC beneficial owners may be subject to personal liability, our ability to acquire PRC companies or to inject capital into our PRC subsidiaries may be limited, our PRC subsidiaries’ ability to distribute profits to us may be limited, or our business may be otherwise materially and adversely affected.” SAFE Regulation of Stock Incentive Plan On December 25, 2006, the People’s Bank of China promulgated the Administrative Measures for Individual Foreign Exchange .
Risk Factors—Risk Relating to Doing Business in China—If the PRC government finds that our PRC beneficial owners are subject to the 89 SAFE registration requirement under SAFE Circular 37 and the relevant implementing rules and our PRC beneficial owners fail to comply with such registration requirements, such PRC beneficial owners may be subject to personal liability, our ability to acquire PRC companies or to inject capital into our PRC subsidiaries may be limited, our PRC subsidiaries’ ability to distribute profits to us may be limited, or our business may be otherwise materially and adversely affected.” SAFE Regulation of Stock Incentive Plan On December 25, 2006, the People’s Bank of China promulgated the Administrative Measures for Individual Foreign Exchange .
To be specific, non-State-owned capital shall not: (i) be engaged in business of news gathering, editing and broadcasting; (ii) invest in the establishment and operation of news organizations; (iii) operate the layout, frequency, channel, column and public account of news organizations; (iv) be engaged in live broadcasting related to politics, economics, military, diplomatic or related to major social, cultural, scientific and technological, health, education, sports activities and events and other activities and events related to political discretion, direction of public opinion and value orientation; (v) introduce news released by foreign subjects; or (vi) hold forum, summit or award selection activities in the field of news and public opinion.
To be specific, non-State-owned capital shall not: (i) be engaged in business of news gathering, editing and broadcasting; (ii) invest in the establishment and 78 operation of news organizations; (iii) operate the layout, frequency, channel, column and public account of news organizations; (iv) be engaged in live broadcasting related to politics, economics, military, diplomatic or related to major social, cultural, scientific and technological, health, education, sports activities and events and other activities and events related to political discretion, direction of public opinion and value orientation; (v) introduce news released by foreign subjects; or (vi) hold forum, summit or award selection activities in the field of news and public opinion.
In addition, on August 25, 2017, the CAC promulgated the Administrative Provisions on Internet Forum and Community Services , which became effective on October 1, 2017, pursuant to which the Internet forum and community service providers shall assume the primary responsibility for establishing and improving the information check and verification, public information real-time check, emergency response and personal information protection and other information security administration systems, institute safe and controllable preventative measures, employ professionals in line with their service scale, and provide necessary technical support for the relevant departments in performing duties according to the law.
In addition, on August 25, 2017, the CAC promulgated the Administrative Provisions on Internet Forum and Community Services , which became effective on October 1, 2017, pursuant to which the Internet forum and community service providers shall assume the primary responsibility for establishing and improving the information check and verification, public information real-time check, emergency response and personal information protection and other information security administration systems, institute 84 safe and controllable preventative measures, employ professionals in line with their service scale, and provide necessary technical support for the relevant departments in performing duties according to the law.
However, pursuant to several notices issued by SARFT, such as the Notice on Dramas and Films and the Notice on Content of A/V Programs referenced above under “Regulation of Online Transmission of Audio-visual Programs”, foreign 74 audio-visual programs may be published to the public through the Internet, provided that such foreign audio-visual programs comply with the regulations on administration of radios, films and television, and that the relevant permits required by PRC laws and regulations, such as the Permit for Issuance of TV Dramas, Permit for Public Projection of Films, Permit for Issuance of Cartoons or academic literature movies and Permit for Public Projection of Academic Literature Movies and TV Plays, have been obtained for such foreign audio-visual programs.
However, pursuant to several notices issued by SARFT, such as the Notice on Dramas and Films and the Notice on Content of A/V Programs referenced above under “Regulation of Online Transmission of Audio-visual Programs”, foreign audio-visual programs may be published to the public through the Internet, provided that such foreign audio-visual programs comply with the regulations on administration of radios, films and television, and that the relevant permits required by PRC laws and regulations, such as the Permit for Issuance of TV Dramas, Permit for Public Projection of Films, Permit for Issuance of Cartoons or academic literature movies and Permit for Public Projection of Academic Literature Movies and TV Plays, have been obtained for such foreign audio-visual programs.
In the past six years, the Activist League has launched a series of solutions focusing on wildlife protection and child safety issues, such as the Tape Pledge and Brave Babe, which not only won awards both at home and abroad, facilitated the spread of the social design concept in China, but also earned high recognition from the United Nations through promoting the practice of the United Nations’ Sustainable Development Goals in China and around the world.
In the past six years, the Activist League has launched a series of solutions focusing on wildlife protection and child safety issues, such as the Tape Pledge and Brave Babe, which not only won awards both at home and abroad, facilitated the spread of the social design concept in 67 China, but also earned high recognition from the United Nations through promoting the practice of the United Nations’ Sustainable Development Goals in China and around the world.
Risk Factors—Risks Relating to Our Business and Industry—The VIEs and their respective shareholders do not own all the trademarks used in their value-added telecommunications services, which may subject them to revocation of their licenses or other penalties or sanctions.” Measures for the Administration of Commercial Websites Filings for Record (2004) was promulgated by Beijing Administration of Industry and Commerce on October 1, 2004.
Risk Factors—Risks Relating to Our Business and Industry—The VIEs and their respective shareholders do not own all the trademarks used in their value-added telecommunications services, which may subject them to revocation of their licenses or other penalties or sanctions.” 74 Measures for the Administration of Commercial Websites Filings for Record (2004) was promulgated by Beijing Administration of Industry and Commerce on October 1, 2004.
To further implement the AML and clarify certain issues, the State Council, the MOFCOM, the NDRC, and the SAMR issued several regulations and rules, including, among others, the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings issued by the State Council on August 3, 2008 and amended on September 18, 80 2018 and January 22, 2024, and the Guiding Opinions for Declaration of Concentrations of Undertakings issued by the MOFCOM on January 5, 2009, amended on June 6, 2014, and re-issued by the SAMR on September 29, 2018.
To further implement the AML and clarify certain issues, the State Council, the MOFCOM, the NDRC, and the SAMR issued several regulations and rules, including, among others, the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings issued by the State Council on August 3, 2008 and amended on September 18, 2018 and January 22, 2024, and the Guiding Opinions for Declaration of Concentrations of Undertakings issued by the MOFCOM on January 5, 2009, amended on June 6, 2014, and re-issued by the SAMR on September 29, 2018.
The 2004 Internet A/V Measures explicitly prohibit Internet service providers from broadcasting any foreign television or radio program over an information network and state that any violation may result in warnings, monetary penalties or, in severe cases, criminal liabilities. On November 19, 2009, SARFT issued a notice to extend the prohibition to broadcasting foreign television programs via mobile phones.
The 2004 Internet A/V Measures explicitly prohibit Internet service providers from broadcasting any foreign television or 76 radio program over an information network and state that any violation may result in warnings, monetary penalties or, in severe cases, criminal liabilities. On November 19, 2009, SARFT issued a notice to extend the prohibition to broadcasting foreign television programs via mobile phones.
As of the date of this annual report, we held 4,584,209 Series D1 convertible redeemable preferred shares of Particle, which had been accounted for as available-for-sale debt investments, representing 90 an aggregate of approximately 0.60% equity interest in Particle on an as-if converted basis (which reflected the completion of the issuance of additional shares under Particle’s share incentive plan).
As of the date of this annual report, we held 4,584,209 Series D1 convertible redeemable preferred shares of Particle, which had been accounted for as available-for-sale debt investments, representing an aggregate of approximately 0.60% equity interest in Particle on an as-if converted basis (which reflected the completion of the issuance of additional shares under Particle’s share incentive plan).
In a press conference jointly held by SARFT and MII to answer questions with respect to 73 the Audio-Visual Program Provisions in February 2008, SARFT and MII clarified that providers of Internet audio-visual program services who engaged in such services prior to the promulgation of the Audio-Visual Program Provisions are eligible to register their business and continue their operation of Internet audio-visual program services so long as such providers have not been in violation of laws and regulations.
In a press conference jointly held by SARFT and MII to answer questions with respect to the Audio-Visual Program Provisions in February 2008, SARFT and MII clarified that providers of Internet audio-visual program services who engaged in such services prior to the promulgation of the Audio-Visual Program Provisions are eligible to register their business and continue their operation of Internet audio-visual program services so long as such providers have not been in violation of laws and regulations.
Under the equity pledge agreements, the shareholders have pledged their respective equity interest in the relevant VIEs to Fenghuang On-line to secure the performance of the obligations of the relevant VIEs 93 and the shareholders under the applicable technical service agreements, voting right entrustment agreements, equity option agreements and loan agreements, including, among others, the payment of the service fees, the entrustment of the shareholders’ voting rights in the VIEs, the conditional transfer of the shareholders’ equity interest in the VIEs and the repayment of the shareholder loans with proceeds from the transfer of the shareholders’ equity interest, respectively.
Under the equity pledge agreements, the shareholders have pledged their respective equity interest in the relevant VIEs to Fenghuang On-line to secure the performance of the obligations of the relevant VIEs and the shareholders under the applicable technical service agreements, voting right entrustment agreements, equity option agreements and loan agreements, including, among others, the payment of the service fees, the entrustment of the shareholders’ voting rights in the VIEs, the conditional transfer of the shareholders’ equity interest in the VIEs and the repayment of the shareholder loans with proceeds from the transfer of the shareholders’ equity interest, respectively.
Anyone who intends to provide the public with news information services on the Internet via Internet websites, 76 applications, forums, blogs, micro-blogs, official accounts, instant messaging tools, network-based broadcast, etc. shall obtain an Internet news license, and is forbidden to carry out any activities concerning Internet news information services without the permit or beyond the permitted scope.
Anyone who intends to provide the public with news information services on the Internet via Internet websites, applications, forums, blogs, micro-blogs, official accounts, instant messaging tools, network-based broadcast, etc. shall obtain an Internet news license, and is forbidden to carry out any activities concerning Internet news information services without the permit or beyond the permitted scope.
Pursuant to the Information Protection Decision issued by the Standing Committee of the National People’s Congress of the PRC and the Order for the Protection of Telecommunication and Internet User Personal Information issued by MIIT on July 16, 2013, or the Order, any collection and use of user personal information shall be subject to the consent of the user, abide by the 78 principles of legality, rationality and necessity and be within the specified purposes, methods and scope.
Pursuant to the Information Protection Decision issued by the Standing Committee of the National People’s Congress of the PRC and the Order for the Protection of Telecommunication and Internet User Personal Information issued by MIIT on July 16, 2013, or the Order, any collection and use of user personal information shall be subject to the consent of the user, abide by the principles of legality, rationality and necessity and be within the specified purposes, methods and scope.
If an employer fails to enter into a written employment 85 contract with an employee within one year from the date, on which the employment relationship is established, the employer must rectify the situation by entering into a written employment contract with the employee and pay the employee twice the employee’s salary for the period from the day following the lapse of one month from the date of establishment of the employment relationship to the day prior to the execution of the written employment contract.
If an employer fails to enter into a written employment contract with an employee within one year from the date, on which the employment relationship is established, the employer must rectify the situation by entering into a written employment contract with the employee and pay the employee twice the employee’s salary for the period from the day following the lapse of one month from the date of establishment of the employment relationship to the day prior to the execution of the written employment contract.
In addition, we migrated our services and products to approximately 2,000 cloud-based servers that we lease from third-party operators to effectively control our operation and maintenance costs. Content Management Technology . We have internally developed a leading new media content management system, which fully integrates our PC and mobile channels.
In addition, we migrated our services and products to approximately 2,000 cloud-based servers that we lease from third-party operators to effectively control our operation and maintenance costs. 66 Content Management Technology . We have internally developed a leading new media content management system, which fully integrates our PC and mobile channels.
Tianying Jiuzhou and Yifeng Lianhe continue to use certain of Phoenix TV’s logos that are licensed from Phoenix Satellite Television Trademark Limited. Therefore, we are currently not in compliance with the MIIT 2006 Notice. All “ifeng” related trademarks used by our company have been transferred to Tianying Jiuzhou and Yifeng Lianhe.
Tianying Jiuzhou and Yifeng Lianhe continue to use certain of Phoenix TV’s logos that are licensed from Phoenix Satellite Television Company Limited. Therefore, we are currently not in compliance with the MIIT 2006 Notice. All “ifeng” related trademarks used by our company have been transferred to Tianying Jiuzhou and Yifeng Lianhe.
Pursuant to the Administrative Measures on Network Publication Service, Internet publishers must be approved by and obtain a Network Publication Service License from SAPPRFT in order to provide network publication services. On December 2, 2016, the MCT issued the Administrative Measures for Business Activities of Online Performances , which became effective on January 1, 2017.
Pursuant to the Administrative Measures on Network Publication Service, Internet publishers must be approved by and obtain a Network Publication Service License from SAPPRFT in order to provide network publication services. 77 On December 2, 2016, the MCT issued the Administrative Measures for Business Activities of Online Performances , which became effective on January 1, 2017.
In addition, the remarkable content in our technology vertical is Phoenix Lab (“凰家评测”) , whose video series is designed to offer reviews of products and services that are both trustworthy and entertaining in the form of short-form videos, thus providing unbiased purchasing advice to China’s rising middle-class. 61 • Finance .
In addition, the remarkable content in our technology vertical is Phoenix Lab (“ 凰家评测 ”) , whose video series is designed to offer reviews of products and services that are both trustworthy and entertaining in the form of short-form videos, thus providing unbiased purchasing advice to China’s rising middle-class. • Finance .
In order to comply with these laws and regulations, Tianying Jiuzhou and Yifeng Lianhe have obtained the relevant licenses, for provision of information via mobile networks. In addition, we have certain personnel to examine and screen on contents of short messages and keep the relevant records as required by the law.
In order to comply with these laws and regulations, Tianying Jiuzhou and Yifeng Lianhe have obtained the relevant 79 licenses, for provision of information via mobile networks. In addition, we have certain personnel to examine and screen on contents of short messages and keep the relevant records as required by the law.
In addition, no entity or individual may publish any advertisement of prescription drugs or tobacco by means of the Internet. An Internet advertisement shall be identifiable and clearly 79 identified as an “advertisement” so that consumers will know that it is an advertisement. Paid search advertisements shall be clearly distinguished from natural search results.
In addition, no entity or individual may publish any advertisement of prescription drugs or tobacco by means of the Internet. An Internet advertisement shall be identifiable and clearly identified as an “advertisement” so that consumers will know that it is an advertisement. Paid search advertisements shall be clearly distinguished from natural search results.
Any disputes shall be resolved by the parties through negotiation, and if the parties cannot reach an agreement within thirty days, the dispute shall be submitted to the China International Economic and Trade Arbitration Commission in Beijing. The arbitral awards shall be final and binding upon both parties. Equity Pledge Agreements .
Any disputes shall be resolved by the parties through negotiation, and if the parties cannot reach an agreement within thirty days, the dispute shall be submitted to the China International Economic and Trade Arbitration Commission in Beijing. The arbitral awards shall be final and binding upon both parties. 95 Equity Pledge Agreements .
Currently, under the New Trademark License Agreements, we have the right to use certain trademarks containing the double-phoenix logo and the Chinese or English words of “Phoenix New Media” or “ifeng” which helps to affiliate us with the brand of Phoenix TV Group and helps to enhance our own brand.
Currently, under the 2025 Trademark License Agreements, we have the right to use certain trademarks containing the double-phoenix logo and the Chinese or English words of “Phoenix New Media” or “ifeng” which helps to affiliate us with the brand of Phoenix TV Group and helps to enhance our own brand.
Risk Factors—Risks Relating to Our Corporate Structure—The shareholders of the VIEs may have potential conflicts of interest with us.” We have consolidated the financial results of each of Tianying Jiuzhou and Fenghuang Ronghe and their subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.
Risk Factors—Risks Relating to Our Corporate Structure—The shareholders of the VIEs may have potential conflicts of interest with us.” 93 We have consolidated the financial results of each of Tianying Jiuzhou and Fenghuang Ronghe and their subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.
The Audio-Visual Program Provisions apply to the provision of audio-visual program services to the public via the Internet (including mobile network) in China. Providers of Internet audio-visual program services are required to obtain a License for Online Transmission of Audio-Visual Programs issued by SAPPRFT or complete certain registration procedures with SAPPRFT.
The Audio-Visual Program Provisions apply to the provision of audio-visual program services to the public via the Internet (including mobile network) in China. Providers of Internet audio-visual program services are required to obtain a License 75 for Online Transmission of Audio-Visual Programs issued by SAPPRFT or complete certain registration procedures with SAPPRFT.
The Internet follow-up comment service providers shall strictly assume the primary responsibilities and discharge the obligations according to the law, including, among other things: • verify the real identity information of registered users following the principle of using real name at background and volunteering to do so at foreground and forbid the provision of Internet follow-up comment services for users whose real identity information is not verified or who fraudulently use the identity information of organisations or others; • establish and improve a user information protection system; • establish a system of reviewing at first and then publishing comments if the service providers offer Internet follow-up comment services to news information; • establish and improve an Internet follow-up comment review and administration, real-time check, emergency response and other information security administration systems, timely identify and process illegal and negative information and submit a report to the relevant competent authorities; 82 • develop Internet follow-up comment information protection and administration technologies, timely identify security flaws and loopholes and other risks existing in Internet follow-up comment services, take remedial measures and submit a report to the relevant competent authorities; and • build a reviewing and editing team in line with service scale and improve the professionalism of editors.
The Internet follow-up comment service providers shall strictly assume the primary responsibilities and discharge the obligations according to the law, including, among other things: • verify the real identity information of registered users following the principle of using real name at background and volunteering to do so at foreground and forbid the provision of Internet follow-up comment services for users whose real identity information is not verified or who fraudulently use the identity information of organizations or others; • establish and improve a user information protection system; • establish a system of reviewing at first and then publishing comments if the service providers offer Internet follow-up comment services to news information; • establish and improve an Internet follow-up comment review and administration, real-time check, emergency response and other information security administration systems, timely identify and process illegal and negative information and submit a report to the relevant competent authorities; • develop Internet follow-up comment information protection and administration technologies, timely identify security flaws and loopholes and other risks existing in Internet follow-up comment services, take remedial measures and submit a report to the relevant competent authorities; and • build a reviewing and editing team in line with service scale and improve the professionalism of editors.
Our Mobile Channel Our mobile channel includes (i) ifeng news application, (ii) ifeng video application, (iii) mobile Internet websites i.ifeng.com (“mobile websites”), and (iv) digital reading applications. • ifeng News (formerly named “Phoenix News”). We offer a wide range of mobile applications for different mobile devices.
Our Mobile Channel Our mobile channel includes (i) ifeng news application, (ii) ifeng video application, (iii) mobile Internet websites i.ifeng.com (“mobile websites”), and (iv) digital reading applications. 64 • ifeng News (formerly named “Phoenix News”). We offer a wide range of mobile applications for different mobile devices.
These opinions systematically put forward the work requirements for the website platform to perform the main responsibility of information content management, mainly including ten specific contents: (i) clearly grasp the connotation of the main responsibility; (ii) improve the platform community rules; (iii) strengthen the standardized management of accounts; (iv) improve the content review mechanism; (v) improve the quality of information content; (vi) standardize the dissemination of 71 information content; (vii) strengthen the management of key functions; (viii) insist on operating in compliance with laws and regulations; (ix) strictly protect minors on the Internet; and (x) strengthen the construction of the personnel team.
These opinions systematically put forward the work requirements for the website platform to perform the main responsibility of information content management, mainly including ten specific contents: (i) clearly grasp the connotation of the main responsibility; (ii) improve the platform community rules; (iii) strengthen the standardized management of 73 accounts; (iv) improve the content review mechanism; (v) improve the quality of information content; (vi) standardize the dissemination of information content; (vii) strengthen the management of key functions; (viii) insist on operating in compliance with laws and regulations; (ix) strictly protect minors on the Internet; and (x) strengthen the construction of the personnel team.
Under these measures, commercial websites operated by ICP service 72 operators registered in Beijing must: (i) file with the Beijing Administration of Industry and Commerce and obtain electronic registration marks, and (ii) place the registration marks on their websites’ homepages.
Under these measures, commercial websites operated by ICP service operators registered in Beijing must: (i) file with the Beijing Administration of Industry and Commerce and obtain electronic registration marks, and (ii) place the registration marks on their websites’ homepages.
In 2023, the vast majority of our total revenues were derived from Internet information services and services that relied on Internet access services from third parties.” Regulation of Publication Operation On March 25, 2011, GAPP and MOFCOM jointly issued the Administrative Measures for the Publication Market , or the Publication Market Measures (2011 Version), pursuant to which any entity or individual engaging in the wholesale or retail of books, newspaper, magazines, electronic publications and audio and video products must obtain an approval from the relevant press and publication administrative authority and receive a Publication Operation Permit.
In 2024, the vast majority of our total revenues were derived from Internet information services and services that relied on Internet access services from third parties.” Regulation of Publication Operation On March 25, 2011, GAPP and MOFCOM jointly issued the Administrative Measures for the Publication Market , or the Publication Market Measures (2011 Version), pursuant to which any entity or individual engaging in the wholesale or retail of books, newspaper, magazines, electronic publications and audio and video products must obtain an approval from the relevant press and publication administrative authority and receive a Publication Operation Permit.
The Protection Authorities are responsible for organizing the identification of critical information infrastructures in their own industries and sectors in accordance with the identification rules, promptly notifying the operators of the identification results and reporting to the public security department of the State Council.
The Protection Authorities are responsible for organizing the identification of critical information infrastructures in their own industries and sectors in accordance with the identification rules, promptly notifying 85 the operators of the identification results and reporting to the public security department of the State Council.
Pursuant to the Administrative Measures on Network Publication Service , “network publication services” refers to activities including providing network 77 publications to the public through information network, and “network publications” refers to digitalized works with publishing features such as editing, producing and processing.
Pursuant to the Administrative Measures on Network Publication Service , “network publication services” refers to activities including providing network publications to the public through information network, and “network publications” refers to digitalized works with publishing features such as editing, producing and processing.
According to these measures, an operator of online performances shall apply for Online Culture Operating Permit with the competent provincial administrative cultural department, and the business scope indicated on the Online 75 Culture Operating Permit shall clearly include online performances.
According to these measures, an operator of online performances shall apply for Online Culture Operating Permit with the competent provincial administrative cultural department, and the business scope indicated on the Online Culture Operating Permit shall clearly include online performances.
The Labor Contract Law of the PRC and its implementation rules also require compensation to be paid upon certain terminations, which significantly affects the cost of reducing workforce for employers.
The Labor Contract Law of the PRC and its implementation rules also require compensation to be paid upon certain terminations, which significantly affects the cost of reducing workforce for 87 employers.
Subsidiary of one of the VIEs Value-added Telecommunications Business Operating License Beijing Communications Administration Beijing Fengyue Culture Technology Co., Ltd. Subsidiary of one of the VIEs Online Culture Operating Permit Beijing Municipal Bureau of Culture and Tourism Beijing Fengyue Culture Technology Co., Ltd.
Subsidiary of one of the VIEs Value-added Telecommunications Business Operating License Beijing Communications Administration 71 Beijing Fengyue Culture Technology Co., Ltd. Subsidiary of one of the VIEs Online Culture Operating Permit Beijing Municipal Bureau of Culture and Tourism Beijing Fengyue Culture Technology Co., Ltd.
The PIPL stipulates the scope of personal information and the ways of processing personal information, establishes rules for processing personal information and for transferring personal information offshore, and clarifies the individual’s rights and the processor’s obligations in the process of personal information. The PIPL specifically provides rules for processing sensitive personal information.
The PIPL stipulates the scope of personal information 80 and the ways of processing personal information, establishes rules for processing personal information and for transferring personal information offshore, and clarifies the individual’s rights and the processor’s obligations in the process of personal information. The PIPL specifically provides rules for processing sensitive personal information.
Subsidiary of one of the VIEs Permit for Radio and Television Program Production and Operation Beijing Municipal Radio and Television Bureau Beijing Fengyue Culture Technology Co., Ltd. Subsidiary of one of the VIEs Publication Operation Permit Beijing Municipal Bureau of Press and Publication 69 Beijing Fengyue Culture Technology Co., Ltd.
Subsidiary of one of the VIEs Permit for Radio and Television Program Production and Operation Beijing Municipal Radio and Television Bureau Beijing Fengyue Culture Technology Co., Ltd. Subsidiary of one of the VIEs Publication Operation Permit Beijing Municipal Bureau of Press and Publication Beijing Fengyue Culture Technology Co., Ltd.
The Administrative Provisions on Internet Information Service Algorithm Recommendation implements classification and hierarchical management for algorithm recommendation service providers based on varies criteria, and stipulates that algorithm recommendation service providers with public opinion attributes or social mobilisation capabilities shall submit the relevant information within ten business days from the date of providing such services and go through the record-filing formalities.
The Administrative Provisions on Internet Information Service Algorithm Recommendation implements classification and hierarchical management for algorithm recommendation service providers based on varies criteria, and stipulates that algorithm recommendation service providers with public opinion attributes or social mobilization capabilities shall submit the relevant information within ten business days from the date of providing such services and go through the record-filing formalities.
If the CSRC or another PRC regulatory agency subsequently determines that prior CSRC approval was required, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies.
If the CSRC or another PRC regulatory agency subsequently 90 determines that prior CSRC approval was required, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies.
Property, Plants and Equipment Please refer to “B. Business Overview—Facilities” for a discussion of our property, plants and equipment. ITEM 4A. UNRESOLVED STAFF COMMENTS None.
D. Property, Plants and Equipment Please refer to “B. Business Overview—Facilities” for a discussion of our property, plants and equipment. ITEM 4A. UNRESOLVED STAFF COMMENTS None.
Through these applications, our users are able to enjoy a full-fledged online reading experience and enable us to lay a solid foundation for building our own closed-loop IP ecosystem as we cultivate these content into online series, comic books, audiobooks and short-form videos to expand our content offerings and diversify our monetization channels.
Our users are able to enjoy a full-fledged online reading experience and enable us to lay a solid foundation for building our own closed-loop IP ecosystem as we cultivate these content into online series, comic books, audiobooks and short-form videos to expand our content offerings and diversify our monetization channels.
In January 2021, we acquired additional 1.8886% partnership interests in Kesheng Jiada, representing 0.5% indirect equity interest in 4K Garden, with a consideration of RMB5.0 million. As of December 31, 2023, the carrying value of the equity investment was RMB15.0 million (US$2.1 million). In addition, we previously invested in several other businesses.
In January 2021, we acquired additional 1.8886% partnership interests in Kesheng Jiada, representing 0.5% indirect equity interest in 4K Garden, with a consideration of RMB5.0 million. As of December 31, 2024, the carrying value of the equity investment was RMB15.0 million (US$2.1 million). In addition, we previously invested in several other businesses.
Our investment in Humanistic Intelligence is classified as available-for-sale debt investments and reported at fair value. We had fully written down the whole investment in Humanistic Intelligence and recognized an impairment loss related to credit losses of RMB6.0 million in 2022. As of December 31, 2023, the fair value of investment in Humanistic Intelligence was nil.
Our investment in Humanistic Intelligence is classified as available-for-sale debt investments and reported at fair value. We had fully written down the whole investment in Humanistic Intelligence and recognized an impairment loss related to credit losses of RMB6.0 million in 2022. As of December 31, 2024, the fair value of investment in Humanistic Intelligence was nil.
Content Verticals We currently provide over 39 interest-based verticals, each of which features integrated text, image, video and livestreaming content and embedded interactive services, such as user surveys and comment postings. Our users can access all of our interest-based verticals’ content through our PC and mobile channel. Our most popular verticals include: • News.
We currently provide over 39 interest-based verticals, each of which features integrated text, image, video and livestreaming content and embedded interactive services, such as user surveys and comment postings. Our users can access all of our interest-based verticals’ content through PC and mobile devices. Our most popular verticals include: • News.
Phoenix TV owned 55.0% of our outstanding ordinary shares and 61.4% of the voting power of our ordinary shares as of March 31, 2024. Phoenix TV first reported its new media business as one of its business segments in its annual report submitted to the Hong Kong Stock Exchange for the year ended December 31, 2007.
Phoenix TV owned 55.0% of our outstanding ordinary shares and 61.4% of the voting power of our ordinary shares as of March 31, 2025. Phoenix TV first reported its new media business as one of its business segments in its annual report submitted to the Hong Kong Stock Exchange for the year ended December 31, 2007.
Tianying Jiuzhou and Yifeng Lianhe continue to use certain of Phoenix TV’s logos that are licensed from Phoenix Satellite Television Trademark Limited. For information about the risks related to our use of licensed trademarks and our plans to remedy such risks, see “Item 3. Key Information—D.
Tianying Jiuzhou and Yifeng Lianhe continue to use certain of Phoenix TV’s logos that are licensed from Phoenix Satellite Television Company Limited. For information about the risks related to our use of licensed trademarks and our plans to remedy such risks, see “Item 3. Key Information—D.
Risk Factors—Risks Relating to Our Corporate Structure—We may have conflicts of interest with Phoenix TV and, because of Phoenix TV’s controlling beneficial ownership interest in our company, may not be able to resolve such conflicts on terms favorable for us.” Subsidiaries of Phoenix New Media Limited An exhibit containing a list of our significant subsidiaries has been filed with this annual report. 94 D.
Risk Factors—Risks Relating to Our Corporate Structure—We may have conflicts of interest with Phoenix TV and, because of Phoenix TV’s controlling 96 beneficial ownership interest in our company, may not be able to resolve such conflicts on terms favorable for us.” Subsidiaries of Phoenix New Media Limited An exhibit containing a list of our significant subsidiaries has been filed with this annual report.
As of December 31, 2023, the carrying value of our equity investment in Yitong Technology was RMB13.0 million (US$1.8 million). In January 2020, we and an independent third party proposed to jointly operate advertising business.
As of December 31, 2024, the carrying value of our equity investment in Yitong Technology was RMB13.0 million (US$1.8 million). In January 2020, we and an independent third party proposed to jointly operate advertising business.
In addition, under the 2021 Program Resource License and Cooperation Agreement, we also have the right to continue to use Phoenix TV Group’s copyrighted video content on our websites and our mobile applications. We have a mutually beneficial relationship with Phoenix TV.
In addition, under the 2024 Program Resource License and Cooperation Agreement, we also have the right to continue to use Phoenix TV Group’s copyrighted video content on our websites and our mobile applications. We have a mutually beneficial relationship with Phoenix TV.
This vertical provides broad coverage of the latest entertainment news, including movies, television programs, plays, operas, as well as popular and classical music. It features our in-house produced video program of candid celebrity interviews. • Automobiles .
This vertical provides broad coverage of the latest entertainment news, including movies, television programs, plays, operas, as well as popular and classical music. It features our in-house produced video program of candid celebrity interviews. • Sports.
Regulatory Matters Licenses and Permissions Requirements 67 Except for as disclosed in “Item 3. Key Information—D.
Regulatory Matters Licenses and Permissions Requirements Except for as disclosed in “Item 3. Key Information—D.
Under the Telecom Regulations, commercial operators of value-added telecommunications services must first obtain an operating license for value-added telecommunications services, or the ICP License, from MIIT or its provincial level counterparts. Administrative Measures on Internet Information Services (2011, revised), or the Internet Measures.
Under the Telecom Regulations, commercial operators of value-added telecommunications services must first obtain an operating license for value-added telecommunications services, or the ICP License, from MIIT or its provincial level counterparts. Administrative Measures on Internet Information Services (2024, revised), or the Internet Measures.
Risk Factors—Risks Relating to Doing Business in China—The approval, filing or other requirements of the CSRC, 89 CAC or other PRC government authorities may be required under PRC law in connection with our issuance of securities overseas.
Risk Factors—Risks Relating to Doing Business in China—The approval, filing or other requirements of the CSRC, CAC or other PRC government authorities may be required under PRC law in connection with our issuance of securities 91 overseas.
Our failure to obtain this approval, if required, could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs.” The below table sets forth material permissions and/or licenses we have obtained for our operations in China. 68 Company Name Company Status Name of Permission/License Governing Government Authority Tianying Jiuzhou One of the VIEs Value-added Telecommunications Business Operating License Beijing Communications Administration Tianying Jiuzhou One of the VIEs Value-added Telecommunications Business Operating License Ministry of Industry and Information Technology of the People’s Republic of China Tianying Jiuzhou One of the VIEs Online Culture Operating Permit Beijing Municipal Bureau of Culture and Tourism Tianying Jiuzhou One of the VIEs Publication Operation Permit Chaoyang District People’s Government of Beijing Municipality Tianying Jiuzhou One of the VIEs Permit for Radio and Television Program Production and Operation Beijing Municipal Radio and Television Bureau Tianying Jiuzhou One of the VIEs Commercial Performance License Beijing Municipal Bureau of Culture and Tourism Tianying Jiuzhou One of the VIEs Telecommunications Code Number Resources Operating Certificate Ministry of Industry and Information Technology of the People’s Republic of China Tianying Jiuzhou One of the VIEs Network Publication Service License National Press and Publication Administration Tianying Jiuzhou One of the VIEs Internet Religious Information Service License Beijing Committee for Ethnic and Religious Affairs Tianying Jiuzhou One of the VIEs Filing of Internet Information Service Algorithm the Cyberspace Administration of China Yifeng Lianhe Subsidiary of one of the VIEs Value-added Telecommunications Business Operating License Beijing Communications Administration Yifeng Lianhe Subsidiary of one of the VIEs Value-added Telecommunications Business Operating License Ministry of Industry and Information Technology of the PRC Yifeng Lianhe Subsidiary of one of the VIEs Publication Operation Permit Beijing Municipal Bureau of Press and Publication Yifeng Lianhe Subsidiary of one of the VIEs Internet Medicine Information Service Qualification Certificate Beijing Municipal Medical Products Administration Yifeng Lianhe Subsidiary of one of the VIEs Telecommunications Code Number Resources Operating Certificate Ministry of Industry and Information Technology of the People’s Republic of China Yifeng Lianhe Subsidiary of one of the VIEs Filling of Third-party Platform Provider for Online Food Trading Beijing Municipal Medical Products Administration Yifeng Lianhe Subsidiary of one of the VIEs Filing of Foreign Trade Business Operators Chaoyang District Commerce Bureau of Beijing Municipality Yifeng Lianhe Subsidiary of one of the VIEs Customs Record Return Receipt for Consignees and Consignors of Import and Export Goods Chaoyang District Customs District of Beijing Municipality P.R.China Yifeng Lianhe Subsidiary of one of the VIEs Filing Certificate of Art Operators Chaoyang District Bureau of Culture and Tourism of Beijing Municipality Yifeng Lianhe Subsidiary of one of the VIEs Filing of Blockchain Information Service the Cyberspace Administration of China Fengyu Network Subsidiary of one of the VIEs Value-added Telecommunications Business Operating License Beijing Communications Administration Fengyu Network Subsidiary of one of the VIEs Online Culture Operating Permit Beijing Municipal Bureau of Culture and Tourism Fengyu Network Subsidiary of one of the VIEs Publication Operation Permit Beijing Municipal Bureau of Press and Publication Fengyu Network Subsidiary of one of the VIEs Permit for Radio and Television Program Production and Operation Beijing Municipal Radio and Television Bureau Fengyu Network Subsidiary of one of the VIEs Commercial Performance License Beijing Municipal Bureau of Culture and Tourism Fengyu Network Subsidiary of one of the VIEs Filing Certificate of Art Operators Chaoyang District Bureau of Culture and Tourism of Beijing Municipality Beijing Fengyue Culture Technology Co., Ltd.
Our failure 69 to obtain this approval, if required, could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs.” The below table sets forth material permissions and/or licenses we have obtained for our operations in China. 70 Company Name Company Status Name of Permission/License Governing Government Authority Tianying Jiuzhou One of the VIEs Value-added Telecommunications Business Operating License Beijing Communications Administration Tianying Jiuzhou One of the VIEs Value-added Telecommunications Business Operating License Ministry of Industry and Information Technology of the People’s Republic of China Tianying Jiuzhou One of the VIEs Online Culture Operating Permit Beijing Municipal Bureau of Culture and Tourism Tianying Jiuzhou One of the VIEs Publication Operation Permit Chaoyang District People’s Government of Beijing Municipality Tianying Jiuzhou One of the VIEs Permit for Radio and Television Program Production and Operation Beijing Municipal Radio and Television Bureau Tianying Jiuzhou One of the VIEs Commercial Performance License Beijing Municipal Bureau of Culture and Tourism Tianying Jiuzhou One of the VIEs Telecommunications Code Number Resources Operating Certificate Ministry of Industry and Information Technology of the People’s Republic of China Tianying Jiuzhou One of the VIEs Network Publication Service License National Press and Publication Administration Tianying Jiuzhou One of the VIEs Internet Religious Information Service License Beijing Committee for Ethnic and Religious Affairs Tianying Jiuzhou One of the VIEs Filing of Internet Information Service Algorithm the Cyberspace Administration of China Yifeng Lianhe Subsidiary of one of the VIEs Value-added Telecommunications Business Operating License Beijing Communications Administration Yifeng Lianhe Subsidiary of one of the VIEs Value-added Telecommunications Business Operating License Ministry of Industry and Information Technology of the PRC Yifeng Lianhe Subsidiary of one of the VIEs Online Culture Operating Permit Beijing Municipal Bureau of Culture and Tourism Yifeng Lianhe Subsidiary of one of the VIEs Publication Operation Permit Beijing Municipal Bureau of Press and Publication Yifeng Lianhe Subsidiary of one of the VIEs Internet Medicine Information Service Qualification Certificate Beijing Municipal Medical Products Administration Yifeng Lianhe Subsidiary of one of the VIEs Telecommunications Code Number Resources Operating Certificate Ministry of Industry and Information Technology of the People’s Republic of China Yifeng Lianhe Subsidiary of one of the VIEs Filling of Third-party Platform Provider for Online Food Trading Beijing Municipal Medical Products Administration Yifeng Lianhe Subsidiary of one of the VIEs Filing of Foreign Trade Business Operators Chaoyang District Commerce Bureau of Beijing Municipality Yifeng Lianhe Subsidiary of one of the VIEs Customs Record Return Receipt for Consignees and Consignors of Import and Export Goods Chaoyang District Customs District of Beijing Municipality P.R.China Yifeng Lianhe Subsidiary of one of the VIEs Filing Certificate of Art Operators Chaoyang District Bureau of Culture and Tourism of Beijing Municipality Yifeng Lianhe Subsidiary of one of the VIEs Filing of Blockchain Information Service the Cyberspace Administration of China Yifeng Lianhe Subsidiary of one of the VIEs Filing for Operation of Class II Medical Devices Chaoyang District Market Regulation Administration of Beijing Municipality Yifeng Lianhe Subsidiary of one of the VIEs Filing for Online Sales of Medical Devices Chaoyang District Market Regulation Administration of Beijing Municipality Fengyu Network Subsidiary of one of the VIEs Value-added Telecommunications Business Operating License Beijing Communications Administration Fengyu Network Subsidiary of one of the VIEs Online Culture Operating Permit Beijing Municipal Bureau of Culture and Tourism Fengyu Network Subsidiary of one of the VIEs Publication Operation Permit Beijing Municipal Bureau of Press and Publication Fengyu Network Subsidiary of one of the VIEs Permit for Radio and Television Program Production and Operation Beijing Municipal Radio and Television Bureau Fengyu Network Subsidiary of one of the VIEs Commercial Performance License Beijing Municipal Bureau of Culture and Tourism Fengyu Network Subsidiary of one of the VIEs Filing Certificate of Art Operators Chaoyang District Bureau of Culture and Tourism of Beijing Municipality Beijing Fengyue Culture Technology Co., Ltd.
We not only edit our videos, primarily consisting of news, documentaries and interviews into short clips but also organize our content by interest-based vertical and segment it further by featured topic. To produce an engaging user experience, we actively combine text, image, video and live broadcasting content and integrate interactive UGC.
We not only edit our videos, primarily consisting of news, documentaries and interviews into short clips but also organize our content by interest-based vertical and segment it further by featured topic. To produce an engaging user experience, we actively combine text, image, video and live broadcasting content.
In 2023, the vast majority of our total revenues were derived from Internet information services and services that relied on Internet access services from third parties,” “Item 3. Key Information—D.
In 2024, the vast majority of our total revenues were derived from Internet information services and services that relied on Internet access services from third parties,” “Item 3. Key Information—D.
We also enter into confidentiality, non-compete and invention assignment agreements with our employees and consultants and nondisclosure agreements with selected third parties. We had 366 PRC software registrations and owned 53 domain names, including ifeng.com, as of March 31, 2024. We have also designed proprietary logos for use in the respective businesses of Tianying Jiuzhou and Yifeng Lianhe.
We also enter into confidentiality, non-compete and invention assignment agreements with our employees and consultants and nondisclosure agreements with selected third parties. We had 383 PRC software registrations and owned 53 domain names, including ifeng.com, as of March 31, 2025. We have also designed proprietary logos for use in the respective businesses of Tianying Jiuzhou and Yifeng Lianhe.
In particular, we continued to introduce and improve our mobile applications and strengthened commercial products in certain of our verticals. For example, we 64 internally developed an analytic platforms named Fengyan (“凤眼”) to track and analyze certain real-time user behavior data under user consent.
In particular, we continued to introduce and improve our mobile applications and strengthened commercial products in certain of our verticals. For example, we internally developed an analytic platform named Fengyan (“ 凤眼 ”) to track and analyze certain real-time user behavior data under user consent.
Our fashion vertical covers a variety of luxury topics, including wines, cigars, high-end brand apparel and accessories, as well as services aimed at the high-net-worth population. It also provides real-time coverage of major world fashion events, bringing users the latest information on styles and trends.
It offers information on international fashion trends and new fashion concepts. Our fashion vertical covers a variety of luxury topics, including wines, cigars, high-end brand apparel and accessories, as well as services aimed at the high-net-worth population. It also provides real-time coverage of major world fashion events, bringing users the latest information on styles and trends.
Revenues generated from paid contents include fees from digital reading and revenues from the sales of audio books and other content-related sales activities. E-commerce revenues are generated from the sales of goods through our e-commerce platform or other third-party platforms.
Paid Services Paid services revenues mainly consist of revenues from paid content and E-commerce. Revenues generated from paid contents include fees from digital reading and revenues from the sales of audio books and other content-related sales activities. E-commerce revenues are generated from the sales of goods through our e-commerce platform or other third-party platforms.
We have built a distributed file system, which provides file access services to our content management system, and is anticipated to become a streaming media service and core storage system for each of our CDN nodes. We have commenced our distributed computing platforms project, which provides large-scale computer capacity support for our raw access log and transcoding computing-intensive applications.
We have built a distributed file system, which provides file access services to our content management system, and is anticipated to power our streaming media service and core storage for CDN nodes. We have commenced our distributed computing platforms project, which provides large-scale computer capacity support for our raw access log and transcoding computing-intensive applications.
Our automobiles vertical, ifeng Auto, offers the latest automobile-related news and information to provide car buyers and automobile enthusiasts with the most current information on automotive pricing, reviews and featured guides. • Sports.
Our automobiles vertical, ifeng Auto, offers the latest automobile-related news and information to provide car buyers and automobile enthusiasts with the most current information on automotive pricing, reviews and featured guides. • Digital Reading.
We investigate relatively unexplored historical turning points and events and provide in-depth analyses of historical figures and events. Content Editing and Production Content editing and production are critical components of our content production process. We had a team of 241 editors as of December 31, 2023 organized generally by interest-based vertical.
We investigate relatively unexplored historical turning points and events and provide in-depth analyses of historical figures and events. Content Editing and Production Content editing and production are critical components of our content production process. We had a team of 213 editors as of December 31, 2024 organized generally by interest-based vertical.
We have designed proprietary logos for use in the respective businesses of Tianying Jiuzhou and Yifeng Lianhe. As of March 31, 2024, Tianying Jiuzhou owned 485 PRC registered trademarks, six of which were transferred to it from Phoenix Satellite Trademark Limited, and Yifeng Lianhe owned 62 PRC registered trademarks.
We have designed proprietary logos for use in the respective businesses of Tianying Jiuzhou and Yifeng Lianhe. As of March 31, 2025, Tianying Jiuzhou owned 481 PRC registered trademarks, six of which were transferred to it from Phoenix Satellite Trademark Limited, and Yifeng Lianhe owned 62 PRC registered trademarks.
While we believe that our integrated platforms business model and targeted user base is unique, on the whole, from other companies in China, we compete with other content and service providers in each of our individual channels for user traffic, advertising revenues and fee-based services.
While we believe that our integrated platforms business model and targeted user base is unique, on the whole, from other companies in China, we compete with other content and service providers for user traffic, advertising revenues and fee-based services.
Failure to do so on a timely and adequate manner may subject the Internet service provider to liability and certain penalties enforced by the State Security Bureau, the Ministry of Public Security and/or MIIT or their respective local counterparts.
Failure to do so on a timely and adequate manner may subject the Internet service provider to liability and certain penalties enforced by the State Security Bureau, the Ministry of Public Security, National Administration of State Secrets Protection and/or MIIT or their respective local counterparts.
Risk Factors—Risks Relating to Our Business and Industry—The VIEs and their respective shareholders do not own all the trademarks used in their value-added telecommunications services, which may subject them to revocation of their licenses or other penalties or sanctions.” 66 Employees We had 1,245, 893 and 743 employees as of December 31, 2021, 2022 and 2023, respectively.
Risk Factors—Risks Relating to Our Business and Industry—The VIEs and their respective shareholders do not own all the trademarks used in their value-added telecommunications services, which may subject them to revocation of their licenses or other penalties or sanctions.” Employees We had 893, 743 and 672 employees as of December 31, 2022, 2023 and 2024, respectively.
As of March 31, 2024, Tianying Jiuzhou owned 485 PRC registered trademarks, six of which were transferred from Phoenix Satellite Trademark Limited, and 27 international registered trademarks, include three Hong Kong registered trademarks and three Macau registered trademarks, and Yifeng Lianhe owned 62 PRC registered trademarks.
As of March 31, 2025, Tianying Jiuzhou owned 481 PRC registered trademarks, six of which were transferred from Phoenix Satellite Trademark Limited, and 27 international registered trademarks, include three Hong Kong registered trademarks and three Macau registered trademarks, and Yifeng Lianhe owned 62 PRC registered trademarks.
As of December 31, 2023, our content screening team consists of six employees and more than 138 outsourced staff members who are responsible for monitoring and preventing the public release of inappropriate illegal content.
As of December 31, 2024, our content screening team consists of six employees and more than 140 outsourced staff members who are responsible for monitoring and preventing the public release of inappropriate illegal content.
In addition, the newly amended Law on Preservation of State Secrets , which became effective on October 1, 2010, provides that whenever an Internet service provider detects any leakage of state secrets in the distribution of online information, it should stop the distribution of such information and report such violation to the state security and public security authorities.
In addition, the newly amended Law on Preservation of State Secrets , which became effective on May 1, 2024, provides that whenever an Internet service provider detects any leakage of state secrets in the distribution of online information, it should stop the distribution of such information and report such violation to the state security, public security authorities or secrecy authorities.
In August 2020, we acquired 4,584,209 Series D1 preferred shares of Particle from Run Liang Tai, which were previously pledged to us to secure the repayment of an interest-free loan with the principal of approximately US$9.7 million granted by us to Run Liang Tai.
In August 2020, we acquired 4,584,209 Series D1 preferred shares of Particle from Run Liang Tai with a fair value of US$6.2 million, which were previously pledged to us to secure the repayment of an 92 interest-free loan with the principal of approximately US$9.7 million granted by us to Run Liang Tai.
Organizational Structure Our Corporate Structure The following diagram illustrates our corporate structure as of the date of this annual report, including our subsidiaries, the VIEs and their subsidiaries, which are significant subsidiaries as defined in rule 1-02(w) of Regulation S-X: Aligned with our business strategies, we have made the following investments in subsidiaries, affiliates and other business alliance partners in various Internet-related businesses.
Organizational Structure Our Corporate Structure The following diagram illustrates our corporate structure as of December 31, 2024, including our subsidiaries, the VIEs and their subsidiaries, which are significant subsidiaries as defined in rule 1-02(w) of Regulation S-X: Aligned with our business strategies, we have made the following investments in subsidiaries, affiliates and other business alliance partners in various Internet-related businesses.
In 2021, 2022 and 2023, our total technology and product development expenses, including related share-based compensation, were RMB158.6 million, RMB131.8 million and RMB82.7 million (US$11.6 million), respectively. Infrastructure and Technology Our technology platforms have been designed for reliability, speed, scalability and flexibility and are administered by our in-house technology department.
In 2022, 2023 and 2024, our total technology and product development expenses, including related share-based compensation, were RMB131.8 million, RMB82.7 million and RMB70.8 million (US$9.7 million), respectively. Infrastructure and Technology Our technology platforms have been designed for reliability, speed, scalability and flexibility and are administered by our in-house technology department.
As of the date of this annual report, we are in the process of completing such record-filing formalities. There is uncertainty as to whether we will be able to complete such record-filing. Administrative Measures for Telecommunications Business Operating License (2017, revised), or the Telecom License Measures.
As of the date of this annual report, we have completed such record-filing formalities. There is uncertainty as to whether we will be able to complete such record-filing. Administrative Measures for Telecommunications Business Operating License (2017, revised), or the Telecom License Measures.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Education surcharges are charged at 3% of the amount of VAT actually paid and local education surcharges are charged at 2% or 1% of the amount of VAT actually paid depending on where the taxpayer is located.
Education surcharges are charged at 3% of the amount of VAT actually paid and local education surcharges are charged at 2% or 1% of the amount of VAT actually paid depending on where the taxpayer is located.
To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our 95 estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information.
To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information.
Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. 108 C. Research and Development, Patents and Licenses, etc. Product Development See “Item 4. Information on the Company—B.
Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. C. Research and Development, Patents and Licenses, etc. Product Development See “Item 4. Information on the Company—B.
Business Overview—Research and Development.” Intellectual Property See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” D. Trend Information Please refer to “—A. Results of Operations” for a discussion of the most recent trends in our services, sales and marketing by the end of 2021.
Business Overview—Research and Development.” Intellectual Property See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” 110 D. Trend Information Please refer to “—A. Results of Operations” for a discussion of the most recent trends in our services, sales and marketing by the end of 2021.
We also share the revenues with business partners through whose platforms or channels we market and distribute our services and with certain 98 content providers, as applicable. The percentage allocations for our revenue sharing are determined with the relevant parties and vary by service. Content and Operational Costs .
We also share the revenues with business partners through whose platforms or channels we market and distribute our services and with certain content providers, as applicable. The percentage allocations for our revenue sharing are determined with the relevant parties and vary by service. Content and Operational Costs .
We and our offshore subsidiaries have never been treated as resident enterprises for PRC tax purposes. We are subject to VAT and related surcharges on the revenues earned for services provided in the PRC. The primary applicable rate of VAT is 6.0% for the years ended December 31, 2021, 2022 and 2023.
We and our offshore subsidiaries have never been treated as resident enterprises for PRC tax purposes. We are subject to VAT and related surcharges on the revenues earned for services provided in the PRC. The primary applicable rate of VAT is 6.0% for the years ended December 31, 2022, 2023 and 2024.
The primary applicable rate of VAT is 6.0% for the years ended December 31, 2021, 2022 and 2023. Related surcharges mainly comprised of urban maintenance and construction tax and education surcharges. The urban maintenance and construction tax are charged at 7% or 5% of the amount of VAT actually paid depending on where the taxpayer is located.
The primary applicable rate of VAT is 6.0% for the years ended December 31, 2022, 2023 and 2024. Related surcharges mainly comprised of urban maintenance and construction tax and education surcharges. The urban maintenance and construction tax are charged at 7% or 5% of the amount of VAT actually paid depending on where the taxpayer is located.
We are also subject to a cultural development fee on the provision of advertising services in the PRC and the applicable tax rate is 1.5% of the net advertising revenues, valid until December 31, 2024. The VAT and the cultural development fee are recorded as a reduction item of revenues in the consolidated statements of comprehensive income/(loss).
We are also subject to a cultural development fee on the provision of advertising services in the PRC and the applicable tax rate is 1.5% of the net advertising revenues, valid until December 31, 2027. The VAT and the cultural development fee are recorded as a reduction item of revenues in the consolidated statements of comprehensive income/(loss).
Our sales and marketing expenses consist primarily of sales and marketing personnel-related expenses, including sales commissions, advertising and promotion expenses including traffic acquisition expenses, rental expenses, and depreciation and amortization expenses. General and Administrative Expenses .
Our sales and marketing expenses consist primarily of sales and marketing personnel-related expenses, including sales commissions, marketing and promotion expenses including traffic acquisition expenses, rental expenses, and depreciation and amortization expenses. General and Administrative Expenses .
We are also subject to a cultural development fee on the provision of advertising services in the PRC and the applicable tax rate is 1.5% of the net advertising revenues, valid until December 31, 2024. The VAT and the cultural development fee are recorded as a reduction item of revenues in the consolidated statements of comprehensive income/(loss).
We are also subject to a cultural development fee on the provision of advertising services in the PRC and the applicable tax rate is 1.5% of the net advertising revenues, valid until December 31, 2027. The VAT and the cultural development fee are recorded as a reduction item of revenues in the consolidated statements of comprehensive income/(loss).
Operating Results Selected Consolidated Financial Information The following table sets forth the selected consolidated statements of comprehensive income/(loss) data by amount and by percentage of total revenues for the years indicated. This information should be read together with our consolidated financial 101 statements and related notes included elsewhere in this annual report.
Operating Results Selected Consolidated Financial Information 103 The following table sets forth the selected consolidated statements of comprehensive income/(loss) data by amount and by percentage of total revenues for the years indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report.
We plan to fund our capital expenditures in 2024 with cash flows from our operations and remaining cash and cash equivalents as of December 31, 2023. Our operating lease obligations consist of the commitments under the lease agreements for our office premises. We lease our office facilities under non-cancelable operating leases with various expiration dates.
We plan to fund our capital expenditures in 2025 with cash flows from our operations and remaining cash and cash equivalents as of December 31, 2024. Our operating lease obligations consist of the commitments under the lease agreements for our office premises. We lease our office facilities under non-cancelable operating leases with various expiration dates.
The decrease in cost of revenues from 2022 to 2023 was primarily caused by our effective cost control measures taken in 2023. The following table sets forth the components of our cost of revenues by amount and by percentage of total revenues for the years indicated.
The decrease in cost of revenues from 2023 to 2024 was primarily caused by our effective cost control measures taken in 2024. The following table sets forth the components of our cost of revenues by amount and by percentage of total revenues for the years indicated.
Under regulations of the SAFE, the RMB is not convertible into foreign currencies for capital account items, such as loans, repatriation of investments and investments outside of Mainland China, unless prior approval of the SAFE is obtained and prior registration with the SAFE is made. 107 Material cash requirements Our material cash requirements as of December 31, 2023 and any subsequent interim period primarily include our capital expenditures, operating lease obligations and purchase obligations.
Under regulations of the SAFE, the RMB is not convertible into foreign currencies for capital account items, such as loans, repatriation of investments and investments outside of Mainland China, unless prior approval of the SAFE is obtained and prior registration with the SAFE is made. 109 Material cash requirements Our material cash requirements as of December 31, 2024 and any subsequent interim period primarily include our capital expenditures, operating lease obligations and purchase obligations.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 For a discussion of the Group’s results of operations for the year ended December 31, 2022 compared with the year ended December 31, 2021, see “Item 5. Operating and Financial Review and Prospects⸺A.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 For a discussion of the Group’s results of operations for the year ended December 31, 2023 compared with the year ended December 31, 2022, see “Item 5. Operating and Financial Review and Prospects⸺A.
This was primarily due to our net loss of RMB109.1 million (US$15.4 million), adjusted by non-cash adjustments, which mainly included depreciation and amortization expenses of RMB21.5 million (US$3.0 million), amortization of the right-of-use assets of RMB21.0 million (US$3.0 million), provision for allowance for expected credit losses of RMB14.3 million (US$2.0 million), loss from equity method investments, including impairment of RMB11.1 million (US$1.6 million), share-based compensation of RMB3.7 million (US$0.5 million), and the deferred tax expense of RMB18.9 million (US$2.7 million).
This was primarily due to our net loss of RMB109.1 million, adjusted by non-cash adjustments, which mainly included depreciation and amortization expenses of RMB21.5 million, amortization of the right-of-use assets of RMB21.0 million, provision for allowance for expected credit losses of RMB14.3 million, loss from equity method investments, including impairment of RMB11.1 million, share-based compensation of RMB3.7 million, and the deferred tax expense of RMB18.9 million.
When one of our estimates of loss severity and recoveries and macroeconomic forecasts decreased/increased by 5% while holding all other estimates constant, there would be no significant impact to our consolidated results of operations. Our estimate of the key assumptions did not change significantly throughout the periods presented. Income Taxes Nature of Estimates Required.
When one of our estimates of loss severity and recoveries and macroeconomic forecasts decreased/increased by 5% while holding all other estimates constant, there would be no significant impact to our consolidated results of operations. Our estimate of the key assumptions did not change significantly throughout the periods presented.
The following table sets forth our paid services offerings and their respective contributions to our paid services revenues and total revenues in 2021, 2022 and 2023, respectively.
The following table sets forth our paid services offerings and their respective contributions to our paid services revenues and total revenues in 2022, 2023 and 2024, respectively.
The decrease in content and operational costs from 2022 to 2023 was primarily attributable to our strict cost control measures taken in 2023 . • Bandwidth costs .
The decrease in content and operational costs from 2023 to 2024 was primarily attributable to our strict cost control measures taken in 2024 . • Bandwidth costs .
Under these preferential tax treatments, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for HNTE status every three years. 100 Fenghuang On-line was qualified as an HNTE in 2020 and 2023, and therefore, Fenghuang On-line was subject to a 15% income tax rate in the reporting periods from 2021 to 2023.
Under these preferential tax treatments, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for HNTE status every three years. 102 Fenghuang On-line was qualified as an HNTE in 2020 and 2023, and therefore, Fenghuang On-line was subject to a 15% income tax rate in the reporting periods from 2022 to 2024.
Cost of Revenues Our cost of revenues consists primarily of (1) revenue sharing fees, including service fees retained by mobile telecommunications operators, and revenue sharing fees paid to our channel and content partners, (2) content and operational costs, including personnel-related cost associated with content production and certain advertisement sales support personnel, content procurement costs to third-party professional media companies, we-media and other personal content providers and to Phoenix TV Group, direct costs related to in-house content production, channel testing costs, rental cost, depreciation and amortization, the urban maintenance and construction tax, education surcharges and local education surcharges, and other miscellaneous costs, and (3) bandwidth costs.
The urban maintenance and construction tax, education surcharges and local education surcharges are recorded in the cost of revenues in the consolidated statements of comprehensive income/(loss). 99 Cost of Revenues Our cost of revenues consists primarily of (1) revenue sharing fees, including service fees retained by mobile telecommunications operators, and revenue sharing fees paid to our channel and content partners, (2) content and operational costs, including personnel-related cost associated with content production and certain advertisement sales support personnel, content procurement costs to third-party professional media companies, we-media and other personal content providers and to Phoenix TV Group, direct costs related to in-house content production, channel testing costs, rental cost, depreciation and amortization, the urban maintenance and construction tax, education surcharges and local education surcharges, and other miscellaneous costs, and (3) bandwidth costs.
The decrease in cash from working capital items of RMB43.4 million (US$6.1 million) was also included in operating cash flows. In 2022, our net cash used in operating activities were RMB312.4 million.
The decrease in cash from working capital items of RMB43.4 million was also included in operating cash flows. In 2022, our net cash used in operating activities were RMB312.4 million.
Our premium content is organized in major verticals such as news, video, military affairs, finance, technology, automobile, real estate, entertainment, sport and fashion. Our main content distribution channels include our PC websites, mobile news application, mobile video application, mobile digital reading applications and mobile Internet websites. We also act as a unique and quality content provider for multiple third-party channels.
Our content is organized in key verticals including news, military affairs, video, technology, finance, real estate, entertainment, sport automobile and digital reading. Our main content distribution channels include our PC websites, mobile news application, mobile video application, mobile digital reading applications and mobile Internet websites. We also act as a unique and quality content provider for multiple third-party channels.
The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Operating Activities In 2023, our net cash used in operating activities were RMB60.8 million (US$8.6 million).
The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Operating Activities In 2024, our net cash used in operating activities were RMB44.3 million (US$6.1 million).
For the Years Ended December 31, % of Paid Services Revenues % of Total Revenues Paid Services Revenues 2021 2022 2023 2021 2022 2023 Paid contents Digital reading, audio books and other content-related sales 43.0 38.0 48.0 4.2 4.3 5.0 E-commerce and others E-commerce, MVAS and others 57.0 62.0 52.0 5.5 7.0 5.5 These revenues were recorded either on gross or net basis depending on the nature of the services that we provided to the customers.
For the Years Ended December 31, % of Paid Services Revenues % of Total Revenues Paid Services Revenues 2022 2023 2024 2022 2023 2024 Paid contents Digital reading, audio books and other content-related sales 38.0 48.0 63.7 4.3 5.0 6.6 E-commerce and others E-commerce, MVAS and others 62.0 52.0 36.3 7.0 5.5 3.8 These revenues were recorded either on gross or net basis depending on the nature of the services that we provided to the customers.
Fenghuang Yutian was qualified as an HNTE in 2020 and 2023, and therefore, Fenghuang Yutian was subject to a 15% income tax rate in the reporting periods from 2021 to 2023. In 2021, Fenghuang Borui was qualified as an HNTE, and therefore, Fenghuang Borui was subject to a 15% income tax rate in the reporting periods from 2021 to 2023.
Fenghuang Yutian was qualified as an HNTE in 2020 and 2023, and therefore, Fenghuang Yutian was subject to a 15% income tax rate in the reporting periods from 2022 to 2024.
Our leasing expense was RMB34.5 million, RMB27.6 million and RMB25.4 million (US$3.6 million) for the years ended December 31, 2021, 2022 and 2023, respectively. The majority of our operating lease commitments are related to our office lease agreements in China.
Our leasing expense was RMB27.6 million, RMB25.4 million and RMB23.8 million (US$3.3 million) for the years ended December 31, 2022, 2023 and 2024, respectively. The majority of our operating lease commitments are related to our office lease agreements in China.
Cost of revenues as a percentage of our revenues also decreased from 69.8% in 2022 to 67.1% in 2023. • Revenue sharing fees . Our revenue sharing fees for the years ended December 31, 2022 and 2023 were RMB17.0 million and RMB13.0 million (US$1.8 million), respectively.
Cost of revenues as a percentage of our revenues also decreased from 67.1% in 2023 to 61.8% in 2024. • Revenue sharing fees . Our revenue sharing fees for the years ended December 31, 2023 and 2024 were RMB13.0 million and RMB13.2 million (US$1.8 million), respectively.
This was primarily due to the maturity of term deposits and short-term investments of RMB1.8 billion (US$249.4 million) and proceeds from disposal of property and equipment and intangible assets of RMB3.8 million (US$0.5 million), partially offset by placement of term deposits and short-term investments of RMB1.3 billion (US$180.1 million) and capital expenditures of RMB9.7 million (US$1.4 million).
This was primarily due to the maturity of term deposits and short-term investments of RMB1.8 billion and proceeds from disposal of property and equipment and intangible assets of RMB3.8 million, partially offset by placement of term deposits and short-term investments of RMB1.3 billion and capital expenditures of RMB9.7 million.
Advertising Services . Our net advertising revenues accounted for 90.3%, 88.7% and 89.5% of our total revenues in 2021, 2022 and 2023, respectively. We generate our net advertising revenues from payments made by advertisers to place their advertisements on our ifeng.com, mobile Internet websites i.ifeng.com and our mobile applications in different formats over a particular period of time.
Our net advertising revenues accounted for 88.7%, 89.5% and 89.6% of our total revenues in 2022, 2023 and 2024, respectively. We generate our net advertising revenues from payments made by advertisers to place their advertisements on our ifeng.com, mobile Internet websites i.ifeng.com and our mobile applications and third-party platforms in different formats over a particular period of time.
The appeal of our brand is enhanced by its affiliation with the “Phoenix” (“鳳凰”) brand of Phoenix TV. We earn revenues from advertising and paid services, which accounted for 89.5% and 10.5% of our total revenues, respectively, in 2023.
The appeal of our brand is enhanced by its affiliation with the “Phoenix” (“ 鳳凰 ”) brand of Phoenix TV. In 2024, we earned revenues from advertising and paid services, which accounted for 89.6% and 10.4% of our total revenues, respectively.
Our bandwidth costs decreased from RMB46.7 million in 2022 to RMB30.4 million (US$4.3 million) in 2023 as we adopted more efficient cloud-based servers to replace local severs and because of our strict cost control measures taken in 2023 . Share-based compensation .
Our bandwidth costs decreased from RMB30.4 million in 2023 to RMB25.8 million (US$3.5 million) in 2024 as we adopted more efficient cloud-based servers to replace local servers and because of our strict cost control measures taken in 2024 . Share-based compensation .
Our business, operating results, financial condition and future growth are more directly affected by company specific factors and trends, including: · our ability to maintain and expand our target user base; · our ability to provide effective advertising services and enhance our pricing power; · our ability to grow our paid services on both mobile operators’ platforms and our own platforms; and · our ability to procure and produce content in a cost-effective manner.
Our business, operating results, financial condition and future growth are more directly affected by company specific factors and trends, including: · our ability to maintain and expand our target user base; · our ability to provide effective advertising services and enhance our pricing power; · our ability to grow our paid services on both mobile operators’ platforms and our own platforms; and · our ability to procure and produce content in a cost-effective manner. 97 Critical Accounting Estimates We prepare our consolidated financial statements in accordance with U.S.
We have not encountered any difficulties in meeting our cash obligations to date. As of December 31, 2023, we also had RMB558.8 million (US$78.7 million) in term deposits and short-term investments with maturities up to one year.
We have not encountered any difficulties in meeting our cash obligations to date. As of December 31, 2024, we also had RMB428.3 million (US$58.7 million) in term deposits and short-term investments with maturities up to one year.
Our paid services revenues generated from China Mobile, a related party, accounted for 29.7%, 26.2% and 24.6% of our paid services revenues in 2021, 2022 and 2023, respectively.
Our paid services revenues generated from China Mobile, a related party, accounted for 26.2%, 24.6% and 13.8% of our paid services revenues in 2022, 2023 and 2024, respectively.
We had capital expenditures of RMB16.8 million, RMB34.0 million and RMB9.7 million (US$1.4 million) in 2021, 2022 and 2023, respectively. The capital expenditures were mainly attributable to purchasing intangible assets, servers and network equipment. We expect capital expenditures to be approximately RMB8.6 million in 2024.
We had capital expenditures of RMB34.0 million, RMB9.7 million and RMB5.2 million (US$0.7 million) in 2022, 2023 and 2024, respectively. The capital expenditures were mainly attributable to purchasing intangible assets, servers and network equipment. We expect capital expenditures to be approximately RMB5.8 million in 2025.
Related Party Transactions • Our net advertising revenues from related parties decreased by 43.7% from RMB17.1 million in 2022 to RMB9.6 million (US$1.4 million) in 2023, which was primarily attributable to the decrease in advertising revenues earned from Phoenix TV Group. • Our paid service revenues from related parties decreased by 23.1% from RMB23.5 million in 2022 to RMB18.1 million (US$2.5 million) in 2023, which was primarily attributable to the decrease in paid services revenues generated from China Mobile. • Our cost of revenues due to transactions with related parties decreased by 3.8% from RMB52.9 million in 2022 to RMB50.9 million (US$7.2 million) in 2023.
Related Party Transactions • Our net advertising revenues from related parties increased by 328.8% from RMB9.6 million in 2023 to RMB41.2 million (US$5.6 million) in 2024, which was primarily attributable to the increase in advertising revenues earned from Phoenix TV Group. • Our paid service revenues from related parties decreased by 43.9% from RMB18.1 million in 2023 to RMB10.1 million (US$1.4 million) in 2024, which was primarily attributable to the decrease in paid services revenues generated from China Mobile. • Our cost of revenues due to transactions with related parties decreased by 2.8% from RMB50.9 million in 2023 to RMB49.5 million (US$6.8 million) in 2024.
Our gross margin increased from 30.2% in 2022 to 32.9% in 2023. Operating Expenses .
Our gross margin increased from 32.9% in 2023 to 38.2% in 2024. Operating Expenses .
We also record these revenues as net advertising revenues earned from related parties. Our net advertising revenues earned from related parties accounted for 3.1%, 2.4% and 1.6% of our net advertising revenues in 2021, 2022 and 2023, respectively. Paid Services. Our paid services revenues contributed 9.7%, 11.3% and 10.5% of our total revenues in 2021, 2022 and 2023, respectively.
Our net advertising revenues earned from related parties accounted for 2.4%, 1.6% and 6.5% of our net advertising revenues in 2022, 2023 and 2024, respectively. Paid Services . Our paid services revenues contributed 11.3%, 10.5% and 10.4% of our total revenues in 2022, 2023 and 2024, respectively.
We generated paid services revenues of RMB29.8 million, RMB23.3 million and RMB17.9 million (US$2.5 million) from providing services to customers of China Mobile and collecting fees through arrangements with China Mobile in 2021, 2022 and 2023, respectively.
We generated paid services revenues of RMB23.3 million, RMB17.9 million and RMB10.1 million (US$1.4 million) from providing services to customers of China Mobile and collecting fees through arrangements with China Mobile in 2022, 2023 and 2024, respectively.
The decrease in revenue sharing fees was mainly attributable to the decrease in certain revenues that requires revenue-sharing . • Content and operational costs . Our content and operational costs for the years ended December 31, 2022 and 2023 were RMB484.8 million and RMB420.7 million (US$59.3 million), respectively.
The increase in revenue sharing fees was mainly attributable to the increase in certain revenues that requires revenue-sharing . • Content and operational costs . Our content and operational costs for the years ended December 31, 2023 and 2024 were RMB420.7 million and RMB396.0 million (US$54.3 million), respectively.
All our other PRC subsidiaries and the VIEs were subject to a 25% income tax rate for all the years presented. Under the CIT Law, dividends paid from our PRC subsidiaries are subject to a withholding tax at 10%. This dividend withholding tax, however, will only be levied on our PRC subsidiaries in respect of profits earned in 2008 onwards.
Under the CIT Law, dividends paid from our PRC subsidiaries are subject to a withholding tax at 10%. This dividend withholding tax, however, will only be levied on our PRC subsidiaries in respect of profits earned in 2008 onwards.
Our share-based compensation allocated to operating expenses was RMB2.0 million (US$0.3 million) in 2023, as compared to RMB5.1 million in 2022. Our operating expenses as a percentage of revenues decreased from 54.6% in 2022 to 51.0% in 2023. • Sales and marketing expenses .
Our share-based compensation allocated to operating expenses was RMB0.7 million (US$0.1 million) in 2024, as compared to RMB2.0 million in 2023. Our operating expenses as a percentage of revenues decreased from 51.0% in 2023 to 47.4% in 2024. • Sales and marketing expenses .
As a result of the foregoing, net loss attributable to our company was RMB109.7 million in 2022 and RMB102.5 million (US$14.4 million) in 2023.
As a result of the foregoing, net loss attributable to our company was RMB102.5 million in 2023 and RMB53.6 million (US$7.3 million) in 2024.
The decrease in cash from working capital items of RMB275.8 million was also included in operating cash flows, which included the decrease in withholding tax payable for disposal of available-for-sale debt investments in Particle of RMB240.4 million. In 2021, our net cash used in operating activities were RMB142.8 million.
The decrease in cash from working capital items of RMB275.8 million was also included in operating cash flows, which included the decrease in withholding tax payable for disposal of available-for-sale debt investments in Particle of RMB240.4 million. 108 Investing Activities In 2024, our net cash provided by investing activities were RMB127.5 million (US$18.1 million).
For the Years Ended December 31, 2021 2022 2023 RMB RMB RMB US$ (In thousands) Transactions with the non-US listed part of Phoenix TV Group : Content provided by Phoenix TV Group (17,263 ) (45,000 ) (45,000 ) (6,338 ) Advertising and promotion expenses charged by Phoenix TV Group (2,477 ) (1,168 ) (4,290 ) (604 ) Corporate administrative expenses charged by Phoenix TV Group (1,093 ) (1,071 ) (943 ) (133 ) Trademark license fees charged by Phoenix TV Group (4,267 ) (3,803 ) (5,548 ) (781 ) Project cost charged by Phoenix TV Group (595 ) (2,971 ) (2,601 ) (366 ) Revenues earned from Phoenix TV Group 12,402 13,937 4,566 643 Transactions with China Mobile: Advertising revenues earned from China Mobile 17,464 3,160 4,914 692 Paid services revenues earned from and through China Mobile 29,770 23,297 17,916 2,523 Revenue sharing fees and bandwidth costs charged by China Mobile (6,631 ) (4,971 ) (3,313 ) (467 ) Transactions with Investees : Advertising revenues earned from/(agency service fees paid to) Fengyi Technology (1,047 ) 48 197 28 Revenues earned from other investees — 142 93 13 Other Income, net Our other income, net generally reflects net interest income, foreign currency exchange gain or loss, income/(loss) from equity method investments, including impairment, fair value changes in investments, net, and impairment of available-for-sale debt investments and others, net.
For the Years Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (In thousands) Transactions with the non-US listed part of Phoenix TV Group: Content provided by Phoenix TV Group (45,000 ) (45,000 ) (46,774 ) (6,408 ) Advertising and promotion expenses charged by Phoenix TV Group (1,168 ) (4,290 ) (2,155 ) (295 ) Corporate administrative expenses charged by Phoenix TV Group (1,071 ) (943 ) (822 ) (113 ) Trademark license fees charged by Phoenix TV Group (3,803 ) (5,548 ) (4,233 ) (580 ) Project cost charged by Phoenix TV Group (2,971 ) (2,601 ) (798 ) (109 ) Revenues earned from Phoenix TV Group 13,937 4,566 35,515 4,866 Transactions with China Mobile: Advertising revenues earned from China Mobile 3,160 4,914 4,338 594 Paid services revenues earned from and through China Mobile 23,297 17,916 10,090 1,382 Revenue sharing fees and bandwidth costs charged by China Mobile (4,971 ) (3,313 ) (1,918 ) (263 ) Transactions with Investees: Advertising revenues earned from/(agency service fees paid to) Fengyi Technology 48 197 1,422 195 Revenues earned from other investees 142 93 — — Other Income, net Our other income, net generally reflects net interest income, foreign currency exchange gain or loss, income/(loss) from equity method investments, including impairment, fair value changes in investments, net, and impairment of available-for-sale debt investments and others, net.
Our technology and product development expenses decreased by 37.3% from RMB131.8 million in 2022 to RMB82.7 million (US$11.6 million) in 2023. This decrease was mainly caused by the strict cost control measures taken in 2023.
Our technology and product development expenses decreased by 14.4% from RMB82.7 million in 2023 to RMB70.8 million (US$9.7 million) in 2024. This decrease was mainly caused by the strict cost control measures taken in 2024.
Critical Accounting Estimates We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods.
GAAP, which requires our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods.
Our share-based compensation allocated to cost of revenues as part of content and operational costs above, decreased from RMB2.8 million in 2022 to RMB1.7 million (US$0.2 million) in 2023 . 104 As a result of the foregoing, our gross profit decreased from RMB237.2 million in 2022 to RMB227.9 million (US$32.1 million) in 2023.
Our share-based compensation allocated to cost of revenues as part of content and operational costs above, decreased from RMB1.7 million in 2023 to RMB0.8 million (US$0.1 million) in 2024 . 106 As a result of the foregoing, our gross profit increased by 17.9% from RMB227.9 million in 2023 to RMB268.7 million (US$36.8 million) in 2024.
Our cost of revenues for the year ended December 31, 2023 was RMB464.1 million (US$65.4 million), which represented a decrease of 15.4% from RMB548.5 million for the year ended December 31, 2022, primarily attributable to our strict cost control measures taken in 2023.
Our cost of revenues for the year ended December 31, 2024 was RMB435.0 million (US$59.6 million), which represented a decrease of 6.3% from RMB464.1 million for the year ended December 31, 2023, primarily attributable to our strict cost control measures taken in 2024.
The decrease was primarily due to the decrease in revenue sharing fees paid to China Mobile. • Our operating expenses due to transactions with related parties increased from RMB6.0 million in 2022 to RMB10.8 million (US$1.5 million) in 2023, which mainly comprised of trademark license fees and other operating expenses charged by Phoenix TV Group. Other Income, Net .
The decrease was primarily due to the decrease in project costs paid to Phoenix TV Group and revenue sharing fees paid to China Mobile, partially off-set by the increase in content costs paid to Phoenix TV Group. • Our operating expenses due to transactions with related parties decreased from RMB10.8 million in 2023 to RMB7.2 million (US$1.0 million) in 2024, which mainly comprised of trademark license fees and other operating expenses charged by Phoenix TV Group.
Operating Results⸺ Year Ended December 31, 2022 Compared to Year Ended December 31, 2021” in our annual report on Form 20-F for the year ended December 31, 2022, filed with the SEC on May 1, 2023 . 105 B.
Operating Results⸺ Year Ended December 31, 2023 Compared to Year Ended December 31, 2022” in our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 25, 2024. 107 B.
For additional information regarding income taxes, see Note 13 of the Notes to the Financial Statements. Description of Key Statement of Comprehensive Income/(Loss) Items Revenues The following table sets forth the principal components of our total revenues by amount and by percentage of total revenues for the years presented.
Description of Key Statement of Comprehensive Income/(Loss) Items Revenues The following table sets forth the principal components of our total revenues by amount and by percentage of total revenues for the years presented.
We account for share-based compensation using an estimated forfeiture 99 rate at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. Share-based compensation is recorded net of estimated forfeitures such that expenses are recorded only for share-based awards that are expected to vest.
We account for share-based compensation using an estimated forfeiture rate at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates.
GAAP. 103 Our non-GAAP gross profit, non-GAAP income or loss from operations and non-GAAP adjusted net income or loss attributable to Phoenix New Media Limited are calculated as follows for the years presented: For the Years Ended December 31, 2021 2022 2023 2023 RMB RMB RMB US$ (In thousands) Gross Profit 432,934 237,202 227,875 32,096 Excluding: Share-based compensation 3,052 2,802 1,737 245 Non-GAAP gross profit 435,986 240,004 229,612 32,341 Loss from operations (336,095 ) (191,435 ) (125,697 ) (17,704 ) Excluding: Share-based compensation 9,582 7,881 3,713 523 Non-GAAP loss from operations (326,513 ) (183,554 ) (121,984 ) (17,181 ) Net loss attributable to Phoenix New Media Limited (205,701 ) (109,652 ) (102,496 ) (14,437 ) Excluding: Share-based compensation 9,582 7,881 3,713 523 (Income)/loss from equity method investments, including impairments (401 ) 8,195 11,125 1,567 Fair value changes in investments, net, (1,906 ) (2,664 ) 440 62 Impairment of available-for-sale debt investments — 5,980 — — Income tax benefit related to the gain on disposal of available-for-sale debt investments* — (64,357 ) — — Non-GAAP adjusted net loss attributable to Phoenix New Media Limited (198,426 ) (154,617 ) (87,218 ) (12,285 ) Note: * In September 2022, we paid the withholding tax related to the disposal of available-for-sale debt investments in Particle of RMB176.0 million and recognized an income tax benefit of RMB64.4 million, which represented the difference between the actual withholding tax paid in 2022 and the previously accrued withholding tax.
GAAP. 105 Our non-GAAP gross profit, non-GAAP income or loss from operations and non-GAAP adjusted net income or loss attributable to Phoenix New Media Limited are calculated as follows for the years presented: For the Years Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (In thousands) Gross Profit 237,202 227,875 268,706 36,812 Excluding: Share-based compensation 2,802 1,737 798 109 Non-GAAP gross profit 240,004 229,612 269,504 36,921 Loss from operations (191,435 ) (125,697 ) (64,721 ) (8,868 ) Excluding: Share-based compensation 7,881 3,713 1,542 211 Non-GAAP loss from operations (183,554 ) (121,984 ) (63,179 ) (8,657 ) Net loss attributable to Phoenix New Media Limited (109,652 ) (102,496 ) (53,554 ) (7,337 ) Excluding: Share-based compensation 7,881 3,713 1,542 211 Loss from equity method investments, including impairments 8,195 11,125 15,964 2,187 Fair value changes in investments, net, (2,664 ) 440 (604 ) (83 ) Impairment of available-for-sale debt investments 5,980 — — — Income tax benefit related to the gain on disposal of available-for-sale debt investments* (64,357 ) — — — Non-GAAP adjusted net loss attributable to Phoenix New Media Limited (154,617 ) (87,218 ) (36,652 ) (5,022 ) Note: * In September 2022, we paid the withholding tax related to the disposal of available-for-sale debt investments in Particle of RMB176.0 million and recognized an income tax benefit of RMB64.4 million, which represented the difference between the actual withholding tax paid in 2022 and the previously accrued withholding tax.
The decrease in operating expenses from 2022 to 2023 was primarily attributable to the decrease in certain operating expense items as a result of the strict cost control measures taken in 2023, partially off-set by the increase in allowance for expected credit losses in 2023 as we reversed more allowance for expected credit losses in 2022 due to the collection of some long-aged accounts receivables .
This decrease was mainly caused by the decrease in allowance for expected credit losses in 2024 as we reversed more allowance for expected credit losses due to the collection of some long-aged accounts receivables and the decrease in certain operating expense items as a result of the strict cost control measures taken in 2024. • Technology and product development expenses .
Tianying Jiuzhou was qualified as an HNTE in 2020, and therefore, Tianying Jiuzhou was subject to a 15% income tax rate in the reporting periods of 2021 and 2022, and was subject to a 25% income tax rate in 2023.
Fenghuang Borui was qualified as an HNTE in 2021 and 2024, and therefore, Fenghuang Borui was subject to a 15% income tax rate in the reporting periods from 2022 to 2024.
Off-Balance Sheet Arrangements We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholder’s equity, or that are not reflected in our consolidated financial statements.
In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholder’s equity, or that are not reflected in our consolidated financial statements.
For the Years Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (In thousands except percentages) Cost of revenues: Revenue sharing fees 27,673 2.7 16,969 2.2 12,997 1,831 1.9 Content and operational costs 513,449 49.8 484,857 61.7 420,721 59,256 60.8 Bandwidth costs 56,275 5.5 46,679 5.9 30,427 4,286 4.4 Total cost of revenues 597,397 58.0 548,505 69.8 464,145 65,373 67.1 Revenue Sharing Fees .
For the Years Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (In thousands except percentages) Cost of revenues: Revenue sharing fees 16,969 2.2 12,997 1.9 13,160 1,803 1.9 Content and operational costs 484,857 61.7 420,721 60.8 396,013 54,253 56.2 Bandwidth costs 46,679 5.9 30,427 4.4 25,816 3,537 3.7 Total cost of revenues 548,505 69.8 464,145 67.1 434,989 59,593 61.8 Revenue Sharing Fees .
The decrease in cash from working capital items of RMB116.6 million was also included in operating cash flows. 106 Investing Activities In 2023, our net cash provided by investing activities were RMB487.8 million (US$68.7 million).
The decrease in cash from working capital items of RMB48.3 million (US$6.2 million) was also included in operating cash flows. In 2023, our net cash used in operating activities were RMB60.8 million.
We recognize advertising revenues on a net basis after deducting service fees earned by advertising agencies and the VAT and the cultural development fee. 97 We also earn advertising revenues from related parties, including Phoenix TV, for joint TV and online advertising solutions that we provide together with Phoenix TV to certain Phoenix TV advertising customers, China Mobile Communication Corporation, or China Mobile, and our investees for online advertising services.
We also earn advertising revenues from related parties, including Phoenix TV, for joint TV and online advertising solutions that we provide together with Phoenix TV to certain Phoenix TV advertising customers, China Mobile Communication Corporation, or China Mobile, and our investees for online advertising services. We also record these revenues as net advertising revenues earned from related parties.
Related Party Transactions.” The following table sets forth the transactions with our related parties.
See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions.” The following table sets forth the transactions with our related parties.
Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors.” Overview We are a leading new media company providing premium content on an integrated Internet platform, including PC and mobile, in China.
Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D.
For the Years Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (In thousands except percentages) Consolidated Statements of Comprehensive Income/(Loss) Data Revenues: Net advertising revenues 930,025 90.3 696,664 88.7 619,260 87,221 89.5 Paid services revenues 100,306 9.7 89,043 11.3 72,760 10,248 10.5 Total revenues 1,030,331 100.0 785,707 100.0 692,020 97,469 100.0 Cost of revenues (1) (597,397 ) (58.0 ) (548,505 ) (69.8 ) (464,145 ) (65,373 ) (67.1 ) Gross profit 432,934 42.0 237,202 30.2 227,875 32,096 32.9 Operating expenses (1) : Sales and marketing expenses (276,254 ) (26.8 ) (204,984 ) (26.1 ) (155,939 ) (21,964 ) (22.5 ) General and administrative expenses (334,189 ) (32.4 ) (91,846 ) (11.7 ) (114,974 ) (16,194 ) (16.6 ) Technology and product development expenses (158,586 ) (15.4 ) (131,807 ) (16.8 ) (82,659 ) (11,642 ) (11.9 ) Total operating expenses (769,029 ) (74.6 ) (428,637 ) (54.6 ) (353,572 ) (49,800 ) (51.0 ) Loss from operations (336,095 ) (32.6 ) (191,435 ) (24.4 ) (125,697 ) (17,704 ) (18.1 ) Other income, net* 83,610 8.1 (4,678 ) (0.6 ) 29,558 4,163 4.3 Loss before income taxes (252,485 ) (24.5 ) (196,113 ) (25.0 ) (96,139 ) (13,541 ) (13.8 ) Income tax (expense)/benefit (20,581 ) (2.0 ) 70,394 9.0 (12,976 ) (1,828 ) (1.9 ) Net loss (273,066 ) (26.5 ) (125,719 ) (16.0 ) (109,115 ) (15,369 ) (15.7 ) Net loss attributable to noncontrolling interests 67,365 6.5 16,067 2.0 6,619 932 1.0 Net loss attributable to Phoenix New Media Limited (205,701 ) (20.0 ) (109,652 ) (14.0 ) (102,496 ) (14,437 ) (14.7 ) Net loss (273,066 ) (26.5 ) (125,719 ) (16.0 ) (109,115 ) (15,369 ) (15.7 ) Other comprehensive loss, net of tax: fair value remeasurement for available-for-sale investments (6,611 ) (0.6 ) (24,010 ) (3.1 ) — — — Other comprehensive (loss)/income, net of tax: foreign currency translation adjustment (4,483 ) (0.4 ) 17,916 2.3 5,005 705 0.7 Comprehensive loss (284,160 ) (27.5 ) (131,813 ) (16.8 ) (104,110 ) (14,664 ) (15.0 ) Comprehensive loss attributable to noncontrolling interests 67,365 6.5 16,067 2.0 6,619 932 1.0 Comprehensive loss attributable to Phoenix New Media Limited (216,795 ) (21.0 ) (115,746 ) (14.8 ) (97,491 ) (13,732 ) (14.0 ) For the Years Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (In thousands except percentages) Non-GAAP gross profit (2) 435,986 42.3 240,004 30.5 229,612 32,341 33.2 Non-GAAP loss from operations (2) (326,513 ) (31.7 ) (183,554 ) (23.4 ) (121,984 ) (17,181 ) (17.6 ) Non-GAAP adjusted net loss attributable to Phoenix New Media Limited (3) (198,426 ) (19.3 ) (154,617 ) (19.7 ) (87,218 ) (12,285 ) (12.6 ) Notes: * Other income, net generally reflects net interest income, foreign currency exchange gains or loss, income/(loss) from equity method investments, including impairments, fair value changes in investments, net, impairment of available-for-sale debt investments and others, net. 102 (1) Includes share-based compensation as follows: For the Years Ended December 31, 2021 2022 2023 2023 RMB RMB RMB US$ (In thousands) Allocation of share-based compensation: Cost of revenues 3,052 2,802 1,737 245 Sales and marketing expenses 1,704 1,842 1,115 157 General and administrative expenses 3,244 2,215 273 38 Technology and product development expenses 1,582 1,022 588 83 Total share-based compensation 9,582 7,881 3,713 523 (2) Non-GAAP gross profit and non-GAAP income or loss from operations are both non-GAAP financial measures.
For the Years Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (In thousands except percentages) Consolidated Statements of Comprehensive Income/(Loss) Data Revenues: Net advertising revenues 696,664 88.7 619,260 89.5 630,590 86,390 89.6 Paid services revenues 89,043 11.3 72,760 10.5 73,105 10,015 10.4 Total revenues 785,707 100.0 692,020 100.0 703,695 96,405 100.0 Cost of revenues (1) (548,505 ) (69.8 ) (464,145 ) (67.1 ) (434,989 ) (59,593 ) (61.8 ) Gross profit 237,202 30.2 227,875 32.9 268,706 36,812 38.2 Operating expenses (1): Sales and marketing expenses (204,984 ) (26.1 ) (155,939 ) (22.5 ) (184,239 ) (25,241 ) (26.2 ) General and administrative expenses (91,846 ) (11.7 ) (114,974 ) (16.6 ) (78,436 ) (10,746 ) (11.1 ) Technology and product development expenses (131,807 ) (16.8 ) (82,659 ) (11.9 ) (70,752 ) (9,693 ) (10.1 ) Total operating expenses (428,637 ) (54.6 ) (353,572 ) (51.0 ) (333,427 ) (45,680 ) (47.4 ) Loss from operations (191,435 ) (24.4 ) (125,697 ) (18.1 ) (64,721 ) (8,868 ) (9.2 ) Other income, net* (4,678 ) (0.6 ) 29,558 4.3 16,420 2,250 2.3 Loss before income taxes (196,113 ) (25.0 ) (96,139 ) (13.8 ) (48,301 ) (6,618 ) (6.9 ) Income tax benefit/(expense) 70,394 9.0 (12,976 ) (1.9 ) (4,645 ) (636 ) (0.7 ) Net loss (125,719 ) (16.0 ) (109,115 ) (15.7 ) (52,946 ) (7,254 ) (7.6 ) Net loss/(income) attributable to noncontrolling interests 16,067 2.0 6,619 1.0 (608 ) (83 ) (0.1 ) Net loss attributable to Phoenix New Media Limited (109,652 ) (14.0 ) (102,496 ) (14.8 ) (53,554 ) (7,337 ) (7.7 ) Net loss (125,719 ) (16.0 ) (109,115 ) (15.7 ) (52,946 ) (7,254 ) (7.6 ) Other comprehensive loss, net of tax: fair value remeasurement for available-for-sale investments (24,010 ) (3.1 ) — — — — — Other comprehensive income, net of tax: foreign currency translation adjustment 17,916 2.3 5,005 0.7 3,092 424 0.4 Comprehensive loss (131,813 ) (16.8 ) (104,110 ) (15.0 ) (49,854 ) (6,830 ) (7.2 ) Comprehensive loss/(income) attributable to noncontrolling interests 16,067 2.0 6,619 1.0 (608 ) (83 ) (0.1 ) Comprehensive loss attributable to Phoenix New Media Limited (115,746 ) (14.8 ) (97,491 ) (14.0 ) (50,462 ) (6,913 ) (7.3 ) For the Years Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (In thousands except percentages) Non-GAAP gross profit (2) 240,004 30.5 229,612 33.2 269,504 36,921 38.3 Non-GAAP loss from operations (2) (183,554 ) (23.4 ) (121,984 ) (17.6 ) (63,179 ) (8,657 ) (9.0 ) Non-GAAP adjusted net loss attributable to Phoenix New Media Limited (3) (154,617 ) (19.7 ) (87,218 ) (12.6 ) (36,652 ) (5,022 ) (5.2 ) Notes: * Other income, net generally reflects net interest income, foreign currency exchange gains or loss, income/(loss) from equity method investments, including impairments, fair value changes in investments, net, impairment of available-for-sale debt investments and others, net. 104 (1) Includes share-based compensation as follows: For the Years Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (In thousands) Allocation of share-based compensation: Cost of revenues 2,802 1,737 798 109 Sales and marketing expenses 1,842 1,115 322 44 General and administrative expenses 2,215 273 321 44 Technology and product development expenses 1,022 588 101 14 Total share-based compensation 7,881 3,713 1,542 211 (2) Non-GAAP gross profit and non-GAAP income or loss from operations are both non-GAAP financial measures.
For the Years Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (In thousands except percentages) Revenues: Net advertising revenues 930,025 90.3 696,664 88.7 619,260 87,221 89.5 Paid services revenues 100,306 9.7 89,043 11.3 72,760 10,248 10.5 Total revenues 1,030,331 100.0 785,707 100.0 692,020 97,469 100.0 We derive our revenues from advertising services and paid services.
For the Years Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (In thousands except percentages) Revenues: Net advertising revenues 696,664 88.7 619,260 89.5 630,590 86,390 89.6 Paid services revenues 89,043 11.3 72,760 10.5 73,105 10,015 10.4 Total revenues 785,707 100.0 692,020 100.0 703,695 96,405 100.0 We derive our revenues from advertising services and paid services. 98 Advertising Services .
For the Years Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (In thousands except percentages) Operating expenses: Sales and marketing expenses 276,254 26.8 204,984 26.1 155,939 21,964 22.5 General and administrative expenses 334,189 32.4 91,846 11.7 114,974 16,194 16.6 Technology and product development expenses 158,586 15.4 131,807 16.8 82,659 11,642 11.9 Total operating expenses 769,029 74.6 428,637 54.6 353,572 49,800 51.0 Sales and Marketing Expenses .
For the Years Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (In thousands except percentages) Operating expenses: Sales and marketing expenses 204,984 26.1 155,939 22.5 184,239 25,241 26.2 General and administrative expenses 91,846 11.7 114,974 16.6 78,436 10,746 11.1 Technology and product development expenses 131,807 16.8 82,659 11.9 70,752 9,693 10.1 Total operating expenses 428,637 54.6 353,572 51.0 333,427 45,680 47.4 Sales and Marketing Expenses .
Liquidity and Capital Resources The following table sets forth a summary of our cash flows for the years indicated: For the Years Ended December 31, 2021 2022 2023 2023 RMB RMB RMB US$ (In thousands) Net cash used in operating activities (142,822 ) (312,411 ) (60,827 ) (8,567 ) Net cash (used in)/provided by investing activities (42,653 ) 228,699 487,844 68,711 Net cash used in financing activities (3,540 ) — (655 ) (92 ) Effect of exchange rate change on cash, cash equivalents and restricted cash 4,778 (15,849 ) 3,057 431 Net (decrease)/increase in cash, cash equivalents and restricted cash (184,237 ) (99,561 ) 429,419 60,483 Cash, cash equivalents and restricted cash at beginning of period 388,835 204,598 105,037 14,794 Cash, cash equivalents and restricted cash at end of period 204,598 105,037 534,456 75,277 As of December 31, 2023, we had RMB534.5 million (US$75.3 million) in cash, cash equivalents and restricted cash.
Liquidity and Capital Resources The following table sets forth a summary of our cash flows for the years indicated: For the Years Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (In thousands) Net cash used in operating activities (312,411 ) (60,827 ) (44,303 ) (6,069 ) Net cash provided by investing activities 228,699 487,844 127,518 17,470 Net cash used in financing activities — (655 ) (1,901 ) (260 ) Effect of exchange rate change on cash, cash equivalents and restricted cash (15,849 ) 3,057 1,570 215 Net (decrease)/increase in cash, cash equivalents and restricted cash (99,561 ) 429,419 82,884 11,356 Cash, cash equivalents and restricted cash at beginning of period 204,598 105,037 534,456 73,220 Cash, cash equivalents and restricted cash at end of period 105,037 534,456 617,340 84,575 As of December 31, 2024, we had RMB617.3 million (US$84.6 million) in cash, cash equivalents and restricted cash.
Related Party Transactions In 2021, 2022 and 2023, we have entered into transactions with our related parties, including Phoenix TV, China Mobile, and certain investees, that impacted our net advertising revenues, paid services revenues, cost of revenues, sales and marketing expenses and general and administrative expenses. See “Item 7. Major Shareholders and Related Party Transactions—B.
Share-based compensation is recorded net of estimated forfeitures such that expenses are recorded only for share-based awards that are expected to vest. 101 Related Party Transactions In 2022, 2023 and 2024, we have entered into transactions with our related parties, including Phoenix TV, China Mobile, and certain investees, that impacted our net advertising revenues, paid services revenues, cost of revenues, sales and marketing expenses and general and administrative expenses.
Paid services revenues comprise (i) revenues from paid contents and (ii) revenues from E-commerce and others. We derived 48.0% and 52.0% of our paid services revenues, respectively, from our paid contents, and E-commerce and others in 2023.
Our Paid services revenues comprise (i) revenues from paid contents and (ii) revenues from E-commerce and others. In 2024, we derived 63.7% of our paid services revenue from paid content and 36.3% from E-commerce and others.
Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2023. Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280).
Other than as discussed above, we did not have any significant other commitments, long-term obligations or guarantees as of December 31, 2024. Recently Issued Accounting Standards In November 2024, the FASB issued ASU No. 2024-03, Income Statement(Topic 220)- Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) .
The CIT Law imposes a 10% withholding income tax for dividends distributed by foreign invested enterprises in the PRC to their immediate holding companies outside the PRC. A lower withholding tax rate will be applied if there is a tax treaty arrangement between Mainland China and the jurisdiction of the foreign holding company.
A lower withholding tax rate will be applied if there is a tax treaty arrangement between Mainland China and the jurisdiction of the foreign holding company.
Having originated from a leading global Chinese language TV network based in Hong Kong, Phoenix TV, we enable consumers to access professional news and other quality information and UGC, on the Internet and through their PCs and mobile devices.
Risk Factors.” Overview We are a leading new media company in China providing premium content through an integrated Internet platform accessible across devices including PC and mobile devices. Having originated from a leading global Chinese language TV network based in Hong Kong, Phoenix TV, we enable consumers to access professional news and other quality information via their preferred devices.
Net cash used in or provided by financing activities was nil for 2022. We had net cash used in financing activities of RMB3.5 million for 2021, mainly attributable to the special cash dividends paid to shareholders under the special dividend plan declared in December 2020.
We had net cash used in financing activities of RMB0.7 million for 2023, mainly attributable to the cash paid for the repurchase of ordinary shares. Net cash used in or provided by financing activities was nil for 2022.
Any amounts so allocated may not be distributed by our PRC subsidiaries and, accordingly, would not be available for distribution to our offshore intermediate holding company. Any earnings that our PRC subsidiaries distribute would be paid to our offshore intermediate holding company primarily through dividends.
Any amounts so allocated may not be distributed by our PRC subsidiaries and, accordingly, would not be available for distribution to our offshore intermediate holding company. The CIT Law imposes a 10% withholding income tax for dividends distributed by foreign invested enterprises in the PRC to their immediate holding companies outside the PRC.
Our operating expenses decreased by 17.5% from RMB428.6 million in 2022 to RMB353.6 million (US$49.8 million) in 2023, primarily attributable to the decrease in certain operating expense items as a result of the strict cost control measures taken in 2023, partially off-set by the increase in allowance for expected credit losses in 2023 as we reversed more allowance for expected credit losses in 2022 due to the collection of some long-aged accounts receivables.
Our operating expenses decreased by 5.7% from RMB353.6 million in 2023 to RMB333.4 million (US$45.7 million) in 2024, primarily attributable to the decrease in certain operating expense items as a result of the strict cost control measures taken in 2024, partially off-set by the increase in promotion and advertising expenses incurred for the new digital reading business through mini-programs in 2024.
This was primarily due to our net loss of RMB273.1 million, partially offset by non-cash adjustments, which primarily included provision for allowance for expected credit losses of RMB186.5 million, amortization of the right-of-use assets of RMB37.5 million, depreciation and amortization expenses of RMB28.5 million, and share-based compensation of RMB9.6 million.
This was primarily due to our net loss of RMB52.9 million (US$7.3 million), adjusted by non-cash adjustments, which mainly included amortization of the right-of-use assets of RMB21.1 million (US$2.9 million), loss from equity method investments, including impairment of RMB16.0 million (US$2.2 million), depreciation and amortization expenses of RMB13.8 million (US$1.9 million), the deferred tax expense of RMB6.9 million (US$0.9 million), share-based compensation of RMB1.5 million (US$0.2 million) and reversal of allowance for expected credit losses of RMB3.2 million (US$0.4 million).
In 2021, our net cash used in investing activities were RMB42.7 million. This was primarily due to (i) placement of term deposits and short-term investments of RMB5.8 billion, (ii) cash paid for equity investments in certain investees of RMB14.0 million, and (iii) capital expenditures of RMB16.8 million.
This was mainly due to the maturity of term deposits and short-term investments of RMB3.4 billion (US$462.4 million), partially offset by placement of term deposits and short-term investments of RMB3.2 billion (US$444.3 million) and capital expenditures of RMB5.2 million (US$0.7 million). In 2023, our net cash provided by investing activities were RMB487.8 million.
The increase in other income, net in 2023 was mainly due to a decrease in foreign exchange loss to RMB1.9 million (US$0.3 million) recognized in 2023 from RMB32.9 million recognized in 2022, which was mainly caused by the milder depreciation of Renminbi against US dollars in 2023. Income Tax Expense or Benefit .
Other Income, Net . Our other income, net decreased from a gain of RMB29.6 million in 2023 to a gain of RMB16.4 million (US$2.3 million) in 2024. The decrease in other income, net in 2024 was mainly due to the increase in loss from equity method investments, including impairment recognized in 2024. Income Tax Expense or Benefit .
We recognize revenues from our advertising services on a net basis, after deducting the agency service fees we pay to advertising agencies and the value-added tax, or VAT, and the cultural development fee. We provide advertising services through PC channel and mobile channel, which accounted for 26.3% and 73.7% of our net advertising revenues, respectively, in 2023.
We report advertising revenues on a net basis, after deducting the agency service fees we pay to advertising agencies and the value-added tax, or VAT, and the cultural development fee. Building on our core competencies of content production capability, dedication to serious journalism and cutting-edge technology, we continue to create values for our advertising clients.
Our income tax benefit was RMB70.4 million in 2022 and our income tax expense was RMB13.0 million (US$1.8 million) in 2023. The income tax expense recognized in 2023 was mainly caused by the increase in valuation allowance against some deferred tax assets as we determined that those deferred tax assets would not be utilized in the future.
Our income tax expense was RMB13.0 million in 2023 and our income tax expense was RMB4.6 million (US$0.6 million) in 2024. The income tax expense recognized in 2024 was mainly caused by the deferred tax expense recognized as there was decrease in deferred tax assets in 2024.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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In June and August 2012, June 2014 and October 2016, the shareholders of each of Phoenix TV and our company approved three refreshments of the total number of Class A ordinary shares, which may be issued upon exercise of all options to be granted under the 2008 share option plan (excluding awards previously granted, outstanding, cancelled, lapsed or exercised).
In June and August 2012, June 2014 and October 2016, the shareholders of each of Phoenix TV and our company approved three refreshments of the total number of Class A ordinary shares, which may be issued upon exercise of all options to be granted under the 2008 share option plan (excluding awards previously granted, outstanding, cancelled, lapsed or 112 exercised).
The table below sets forth the awards that we granted to our directors and executive officers (including pursuant to the exchange program described above) and were outstanding as of March 31, 2024: Name Class A Ordinary Shares Underlying Outstanding Awards Exercise Price or Purchase Price (US$/Share) Date of Grant Date of Expiration Xiaoyan Chi 3,100,000 US$0.4823 October 21, 2016 July 10, 2024 July 15, 2025 US$0.4734 October 17, 2016 October 16, 2026 US$0.4149 September 14, 2017 September 13, 2027 US$0.4836 US$0.1925 July 5, 2019 July 20,2020 July 4, 2029 July 19,2030 Edward Lu * US$0.4836 July 5, 2019 July 4, 2029 US$0.1925 July 20, 2020 July 19, 2030 Chun Liu * US$0.4836 US$0.1925 July 5, 2019 July 20, 2020 July 4, 2029 July 19, 2030 Total 7,990,000 Note: * Less than 1% of our total outstanding Class A ordinary shares.
The table below sets forth the awards that we granted to our directors and executive officers (including pursuant to the exchange program described above) and were outstanding as of March 31, 2025: Name Class A Ordinary Shares Underlying Outstanding Awards Exercise Price or Purchase Price (US$/Share) Date of Grant Date of Expiration Xiaoyan Chi 3,100,000 US$0.4823 October 21, 2016 July 10, 2024 July 15, 2025 US$0.4734 October 17, 2016 October 16, 2026 US$0.4149 September 14, 2017 September 13, 2027 US$0.4836 July 5, 2019 July 4, 2029 US$0.1925 July 20, 2020 July 19, 2030 Edward Lu * US$0.4836 July 5, 2019 July 4, 2029 US$0.1925 July 20, 2020 July 19, 2030 Chun Liu 2,620,000 US$0.4836 July 5, 2019 July 4, 2029 US$0.1925 July 20, 2020 July 19, 2030 Total 7,990,000 Note: * Less than 1% of our total outstanding Class A ordinary shares.
Yeung received a Bcom (Acc) degree from the University of Birmingham and remained in the United Kingdom until 1992 after obtaining his qualification as a chartered accountant. Upon returning to Hong Kong, he worked at Hutchison Telecommunications and Star Television Limited in the 109 fields of finance and business development. Mr.
Yeung received a Bcom (Acc) degree from the University of Birmingham and remained in the United Kingdom until 1992 after obtaining his qualification as a chartered accountant. Upon returning to Hong Kong, he worked at Hutchison Telecommunications and Star Television Limited in the fields of finance and business development. Mr.
The audit committee is responsible for, among other things: selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; reviewing with the independent auditors any audit problems or difficulties and management’s response; reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; 112 discussing the annual audited financial statements with management and the independent auditors; reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; annually reviewing and reassessing the adequacy of our audit committee charter; meeting separately and periodically with management and the independent auditors; and reporting regularly to our board of directors.
The audit committee is responsible for, among other things: selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; reviewing with the independent auditors any audit problems or difficulties and management’s response; reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; discussing the annual audited financial statements with management and the independent auditors; 114 reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; annually reviewing and reassessing the adequacy of our audit committee charter; meeting separately and periodically with management and the independent auditors; and reporting regularly to our board of directors.
Yeung currently serves as an independent director for The9 Limited (NASDAQ: NCTY). Xiaoyan Chi has served as our Senior Vice President since January 2018, served as our director since November 2019, and served as the Deputy Director of the Marketing Management Committee of Phoenix TV Group since 2021. Ms.
Yeung currently serves as an independent director for The9 Limited (NASDAQ: NCTY). Xiaoyan Chi has served as our Senior Vice President since January 2018, served as our director since November 2019, and concurrently served as the Deputy Director of the Marketing Management Committee of Phoenix TV Group since 2021. Ms.
Chi received an EMBA and a master’s degree from Peking University and a bachelor’s degree from Beijing Technology and Business University. Carson Wen has served as an independent director of our company since May 2011. Mr.
Chi received an EMBA and a master’s degree from Peking University and a bachelor’s degree from Beijing Technology and Business University. 111 Carson Wen has served as an independent director of our company since May 2011. Mr.
The functions and powers of our board of directors include, among others: convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; issuing authorized but unissued shares and redeem or purchase outstanding shares of our company; 113 declaring dividends and other distributions; appointing officers and determining the term of office of officers; exercising the borrowing powers of our company and mortgaging the property of our company; and approving the transfer of shares of our company, including the registering of such shares in our share register.
The functions and powers of our board of directors include, among others: convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; issuing authorized but unissued shares and redeem or purchase outstanding shares of our company; declaring dividends and other distributions; 115 appointing officers and determining the term of office of officers; exercising the borrowing powers of our company and mortgaging the property of our company; and approving the transfer of shares of our company, including the registering of such shares in our share register.
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days of March 31, 2024, including through the exercise of any option, the vesting of any contingently issuable share, restricted share, restricted share unit or the conversion of any other security.
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days of March 31, 2025, including through the exercise of any option, the vesting of any contingently issuable share, restricted share, restricted share unit or the conversion of any other security.
Share Ownership The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our ordinary shares, as of March 31, 2024: each of our directors and executive officers; and each person known to us to own beneficially more than 5% of each class of our ordinary shares.
Share Ownership The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our ordinary shares, as of March 31, 2025: each of our directors and executive officers; and each person known to us to own beneficially more than 5% of each class of our ordinary shares.
The calculations in the tables below assume there are 259,191,877 Class A ordinary shares and 317,325,360 Class B ordinary shares, outstanding as of March 31, 2024. Beneficial ownership is determined in accordance with Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
The calculations in the tables below assume there are 259,191,877 Class A ordinary shares and 317,325,360 Class B ordinary shares, outstanding as of March 31, 2025. Beneficial ownership is determined in accordance with Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
As of March 31, 2024, 255,731,808 Class A ordinary shares or 98.7% of our outstanding Class A ordinary shares in the form of ADSs are held by one record holder in the United States, JPMorgan Chase Bank, N.A.
As of March 31, 2025, 255,731,808 Class A ordinary shares or 98.7% of our outstanding Class A ordinary shares in the form of ADSs are held by one record holder in the United States, JPMorgan Chase Bank, N.A.
Previously, he was a managing director of China Orient Asset Management (International) in Hong Kong between March 2015 and December 2022. He was a senior managing director of CITIC Capital Holdings Limited between June 2009 and December 2014. Prior to joining CITIC Capital Holdings Limited, Mr.
Ltd. since May 2024. Previously, he was a managing director of China Orient Asset Management (International) in Hong Kong between March 2015 and December 2022. He was a senior managing director of CITIC Capital Holdings Limited between June 2009 and December 2014. Prior to joining CITIC Capital Holdings Limited, Mr.
With the approvals of the board of directors and shareholders of us and Phoenix TV, we implemented an option exchange program from October 21, 2016 to November 1, 2016 whereby our directors, employees and consultants exchanged options to purchase 21,011,951 Class A ordinary shares granted under the 2008 share option plan with various exercise prices greater than US$0.4823 per share (or US$23.1504 per ADS, which already reflected the change of ADS ratio that took effect on May 23, 2022) for 111 new options granted under the same plan with a new exercise price of US$0.4823 per share and a new vesting schedule that generally adds 12 months to each original vesting date, and the new options would vest no sooner than May 1, 2017.
With the approvals of the board of directors and shareholders of us and Phoenix TV, we implemented an option exchange program from October 21, 2016 to November 1, 2016 whereby our directors, employees and consultants exchanged options to purchase 21,011,951 Class A ordinary shares granted under the 2008 share option plan with various exercise prices greater than US$0.4823 per share (or US$23.1504 per ADS, which already reflected the change of ADS ratio that took effect on May 23, 2022) for new options granted under the same plan with a new exercise price of US$0.4823 per share and a new vesting schedule that generally adds 12 months to each original vesting date, and the new options would vest no sooner than May 1, 2017. 113 As of March 31, 2025, options to purchase 19,386,000 Class A ordinary shares granted under the 2008 share option plan and the 2018 share option scheme were outstanding.
Each restricted share unit is an unsecured promise of our company to issue and delivery one ordinary share, or Fread Limited to issue and delivery one or more of its ordinary shares, on a specified date, which unit is subject to applicable vesting, transfer, forfeiture and other restrictions as set forth in the plan and, as applicable, in the award agreements.
Each restricted share unit is an unsecured promise of our company to issue and delivery one ordinary share on a specified date, which unit is subject to applicable vesting, transfer, forfeiture and other restrictions as set forth in the plan and, as applicable, in the award agreements. Transfer Restrictions .
Acceleration upon a Takeover Offer . If a takeover offer for our company, or Fread Limited as applicable, becomes unconditional or is approved by the necessary number of shareholders, as the case may be, the vesting of the awards shall be accelerated. Termination and Amendment .
If a takeover offer for our company becomes unconditional or is approved by the necessary number of shareholders, as the case may be, the vesting of the awards shall be accelerated. Termination and Amendment .
Restricted ordinary shares granted under the 2011 restricted share and restricted share unit plan and Fread 2018 RSU scheme are subject to applicable vesting, transfer, forfeiture and other restrictions as set forth in the plan and, as applicable, in the award agreements.
Restricted ordinary shares granted under the 2011 restricted share are subject to applicable vesting, transfer, forfeiture and other restrictions as set forth in the plan and, as applicable, in the award agreements.
Directors and Executive Officers Age Position/Title Yusheng Sun 64 Chairman of the Board of Directors, Chief Executive Officer Qi Li 45 Director Ka Keung Yeung 65 Director Xiaoyan Chi 45 Director and Senior Vice President Carson Wen 72 Independent Director Jerry Juying Zhang 63 Independent Director Edward Lu 43 Chief Financial Officer Chun Liu 57 Senior Vice President Yusheng Sun has served as the chairman of our board of directors since August 2021 and the Chief Executive Officer of our company since March 2023.
Directors and Executive Officers Age Position/Title Yusheng Sun 65 Chairman of the Board of Directors, Chief Executive Officer Qi Li 46 Director Ka Keung Yeung 66 Director Xiaoyan Chi 46 Director and Senior Vice President Carson Wen 73 Independent Director Jerry Juying Zhang 64 Independent Director Edward Lu 44 Chief Financial Officer Chun Liu 58 Senior Vice President Yusheng Sun has served as the chairman of our board of directors since August 2021 and the Chief Executive Officer of our company since March 2023.
As of March 31, 2024, other employees and consultants in aggregate held awards entitling them to receive 16,077,223 Class A ordinary shares, with exercise prices ranging from US$0 to US$0.7867 per Class A ordinary share. C. Board Practices Board of Directors Our board of directors currently consists of six directors.
As of March 31, 2025, other employees and consultants in aggregate held awards entitling them to receive 11,546,000 Class A ordinary shares, with exercise prices ranging from US$0 to US$0.7867 per Class A ordinary share. C. Board Practices Board of Directors Our board of directors currently consists of six directors.
She has extensive experience in branded communications and advertisement sales. She also served as Vice President of the China Advertising Association, visiting professor of Communication University of China, and Industry Mentor for Master’s Students at the Institute of Psychology, Chinese Academy of Sciences. Ms.
She also served as Vice President of the China Advertising Association, visiting professor of Communication University of China, and Industry Mentor for Master’s Students at the Institute of Psychology, Chinese Academy of Sciences. Ms.
Transfer Restrictions . The right of a grantee in an award granted under the share incentive plans and Fread 2018 RSU scheme may not be transferred in any manner by the grantee other than by will or the laws of succession and, with limited exceptions, may be exercised during the lifetime of the grantee only by the grantee.
The right of a grantee in an award granted under the share incentive plans may not be transferred in any manner by the grantee other than by will or the laws of succession and, with limited exceptions, may be exercised during the lifetime of the grantee only by the grantee. Acceleration upon a Takeover Offer .
(1) Percentages disclosed are with respect to Class A ordinary shares. (2) Represents 8,059,508 Class A ordinary shares, including 152,008 Class A ordinary shares in the form of ADSs.
(1) Percentages disclosed are with respect to Class A ordinary shares. (2) Represents 8,069,976 Class A ordinary shares, including 79,976 Class A ordinary shares in the form of ADSs.
Class A Ordinary Shares Beneficially Owned Number % (1) Class A ordinary shares Yusheng Sun — — Qi Li — — Ka Keung Yeung * * Carson Wen — — Jerry Juying Zhang — — Xiaoyan Chi 3,126,250 1.21 Edward Lu * * Chun Liu * * All Directors and Executive Officers as a Group (2) 8,059,508 3.11 Principal Shareholders: FIL Limited (3) 26,447,616 10.20 Notes: * Less than 1% of our total outstanding Class A ordinary shares.
Class A Ordinary Shares Beneficially Owned Number % (1) Class A ordinary shares Yusheng Sun — — Qi Li — — Ka Keung Yeung * * Carson Wen — — Jerry Juying Zhang — — Xiaoyan Chi 3,100,000 1.20 Edward Lu * * Chun Liu 2,620,000 1.01 All Directors and Executive Officers as a Group (2) 8,069,976 3.11 Notes: * Less than 1% of our total outstanding Class A ordinary shares.
As of March 31, 2024, no shares are available for grant of additional options under the 2008 share option plan, and a total of 26,593,526 Class A ordinary shares are available for grant of additional options under the 2018 share option scheme. Plan Administration .
As of March 31, 2025, no shares are available for grant of additional options under the 2008 share option plan, and a total of 26,593,526 Class A ordinary shares are available for grant of additional options under the 2018 share option scheme. In addition, in March 2018, one of our subsidiaries, Fread Limited, adopted the Fread 2018 RSU scheme.
Jerry Juying Zhang has served as an independent director of our company since May 2011. Mr. Zhang has been a capital markets advisor to China XLX Fertilizer Ltd. and an independent director of Tahoe Life Insurance Company Limited since November 2023.
Jerry Juying Zhang has served as an independent director of our company since May 2011. Mr. Zhang has been an advisor to Riyadh Investment and Development Company since February 2025 and to China XLX Fertilizer Ltd. since November 2023. He has acted as an independent director of Tahoe Life Insurance Company Limited since November 2023 and of CITIC Dicastal Co.
Compensation For the year ended December 31, 2023, we paid an aggregate of approximately US$1.9 million in cash to our executive officers and directors. 110 Share Incentive Plans In June 2008, we adopted the 2008 share option plan, in March 2011, we adopted the 2011 restricted share and restricted share unit plan, and in June 2018, we adopted the 2018 share option scheme, together, the share incentive plans, to attract and retain the best available personnel, provide additional incentives to our employees, directors and consultants, and promote the success of our business.
Share Incentive Plans In June 2008, we adopted the 2008 share option plan, in March 2011, we adopted the 2011 restricted share and restricted share unit plan, and in June 2018, we adopted the 2018 share option scheme, together, the share incentive plans, to attract and retain the best available personnel, provide additional incentives to our employees, directors and consultants, and promote the success of our business.
Our compensation committee administers the share incentive plans and determines the participants to receive awards, the type and number of awards to be granted, the terms and conditions of each award grant. Award Agreements .
The Fread 2018 RSU scheme was terminated in December 2024 upon the dissolution of Fread Limited. Plan Administration . Our compensation committee administers the share incentive plans and determines the participants to receive awards, the type and number of awards to be granted, the terms and conditions of each award grant. Award Agreements .
The principal business office of FIL Limited is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda. 114 Class B Ordinary Shares Beneficially Owned Number % (1) Class B ordinary shares Phoenix Satellite Television (B.V.I.) Holding Limited (2) 317,325,360 100.0 Notes: (1) Percentages disclosed are with respect to Class B ordinary shares.
Class B Ordinary Shares Beneficially Owned Number % (1) Class B ordinary shares Phoenix Satellite Television (B.V.I.) Holding Limited (2) 317,325,360 100.0 Notes: 116 (1) Percentages disclosed are with respect to Class B ordinary shares.
The board of directors of our company and Fread Limited have the authority to amend or terminate the share incentive plans and the Fread 2018 RSU scheme, respectively, subject to shareholder approval to the extent necessary to comply with applicable law.
The board of directors of our company have the authority to amend or terminate the share incentive plans, subject to shareholder approval to the extent necessary to comply with applicable law. In addition, shareholders of our company may, by ordinary resolution, terminate the share incentive plans at any time. Lapse of Awards .
Liu served as the Executive Director of Phoenix Chinese TV. Mr. Chun Liu holds a master’s degree from the Communication University of China. B.
Liu served as the Executive Director of Phoenix Chinese TV. Mr. Chun Liu holds a master’s degree from the Communication University of China. B. Compensation For the year ended December 31, 2024, we paid an aggregate of approximately US$1.2 million in cash to our executive officers and directors.
Removed
In addition, shareholders of our company and Fread Limited may, by ordinary resolution, terminate the share incentive plans and Fread 2018 RSU scheme, respectively, at any time. Lapse of Awards .
Removed
As of December 31, 2023, Fread Limited granted 920,000 restricted share units to its employees and director under the Fread 2018 RSU scheme.
Removed
As of March 31, 2024, options to purchase 24,067,223 Class A ordinary shares granted under the 2008 share option plan and the 2018 share option scheme were outstanding.
Removed
(3) Information is as of December 31, 2022, based on the Amendment No. 3 to Schedule 13G filed on February 9, 2023 by FIL Limited, and consists of 26,447,616 Class A ordinary shares in the form of 5,50,992 ADSs.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

20 edited+6 added−1 removed24 unchanged
In addition, each of the Program License Agreements can be terminated earlier (i) by the non-breaching party in the event of a breach and if the breach is not cured within ten business days after receipt of notice of breach from the non-breaching party, (ii) in the event of bankruptcy or the cessation of business operations of either party, or a change in the shareholder or equity structure of Tianying Jiuzhou, Yifeng Lianhe or Fengyu Network, other than in connection with the contractual arrangements, (iii) by Phoenix Satellite Television Company Limited in the event that our shareholders or ownership structure change so that the shares held by Phoenix TV Group account for 50% or less of our actual total issued shares, or in the event that we lose control of Tianying Jiuzhou, Yifeng Lianhe or Fengyu Network; or if Tianying Jiuzhou, Yifeng Lianhe or Fengyu Network, as applicable, ceases business operation; (iv) if 116 either party’s performance of its obligations is held unlawful under PRC law; or (v) if an event occurs that adversely affects the performance by either party of its obligations and upon written notice by the unaffected party.
In addition, each of the Program License Agreements can be terminated earlier (i) by the non-breaching party in the event of a breach and if the breach is not cured within ten business days after receipt of notice of breach from the non-breaching party, (ii) in the event of bankruptcy or the cessation of business operations of either party, or a change in the shareholder or equity structure of Tianying Jiuzhou, Yifeng Lianhe or Fengyu Network, other than in connection with the contractual arrangements, (iii) by Phoenix Satellite Television Company Limited in the event that our shareholders or ownership structure change so that the shares held by Phoenix TV Group account for 50% or less of our actual total issued shares, or in the event that we lose control of Tianying Jiuzhou, Yifeng Lianhe or Fengyu Network; or if Tianying Jiuzhou, Yifeng Lianhe or Fengyu Network, as applicable, ceases business operation; (iv) if either party’s performance of its obligations is held unlawful under PRC law; or (v) if an event occurs that adversely affects the performance by either party of its obligations and upon written notice by the unaffected party.
Under the New Trademark License Agreements, Phoenix Satellite Television Holdings Limited agreed to continue to license to Tianying Jiuzhou and Yifeng Lianhe certain trademarks containing the double-phoenix logo and the Chinese or English words of “Phoenix New Media” or “ifeng” for an initial term of three years, while Tianying Jiuzhou and Yifeng Lianhe are not allowed to use the double-phoenix logo on a stand-alone basis.
Under the 2017 Trademark License Agreements, Phoenix Satellite Television Holdings Limited agreed to continue to license to Tianying Jiuzhou and Yifeng Lianhe certain trademarks containing the double-phoenix logo and the Chinese or English words of “Phoenix New Media” or “ifeng” for an initial term of three years, while Tianying Jiuzhou and Yifeng Lianhe are not allowed to use the double-phoenix logo on a stand-alone basis.
Organizational Structure—Contractual Arrangements with the VIEs.” Agreements and Transactions with Phoenix TV and Certain of its Subsidiaries 115 Phoenix TV Cooperation Agreement and Phoenix TV Content License Agreements Fenghuang On-line entered into a Content, Branding, Promotion and Technology Cooperation Agreement, or the Phoenix TV Cooperation Agreement, with Phoenix TV on November 24, 2009, certain terms of which were amended pursuant to a supplemental agreement entered into by the parties on March 28, 2011.
Organizational Structure—Contractual Arrangements with the VIEs.” Agreements and Transactions with Phoenix TV and Certain of its Subsidiaries Phoenix TV Cooperation Agreement and Phoenix TV Content License Agreements Fenghuang On-line entered into a Content, Branding, Promotion and Technology Cooperation Agreement, or the Phoenix TV Cooperation Agreement, with Phoenix TV on November 24, 2009, certain terms of which were amended pursuant to a supplemental agreement entered into by the parties on March 28, 2011.
After the expiration of the Program License Agreements in May 2019, Tianying Jiuzhou and Yifeng Lianhe each entered into a supplemental agreement with Phoenix Satellite Television Company Limited to extend the term of the original Program License Agreements to January 14, 2020.
After the expiration of the Program License Agreements in May 2019, Tianying Jiuzhou and Yifeng Lianhe each entered into a supplemental agreement with Phoenix Satellite Television Company Limited to extend the term of the original Program 118 License Agreements to January 14, 2020.
Phoenix TV Trademark License Agreements Pursuant to the Phoenix TV Cooperation Agreement, Tianying Jiuzhou and Yifeng Lianhe each entered into the Old Trademark License Agreement with Phoenix Satellite Television Trademark Limited on November 24, 2009.
Phoenix TV Trademark License Agreements Pursuant to the Phoenix TV Cooperation Agreement, Tianying Jiuzhou and Yifeng Lianhe each entered into the 2009 Trademark License Agreement with Phoenix Satellite Television Trademark Limited on November 24, 2009.
Pursuant to the Old Trademark License Agreements, Phoenix Satellite Television Trademark Limited granted Tianying Jiuzhou and Yifeng Lianhe non-exclusive rights to use certain of its logos for the purpose of conducting Tianying Jiuzhou’s and Yifeng Lianhe’s respective businesses. Tianying Jiuzhou may sub-license such trademarks to China Mobile, pursuant to the China Mobile Cooperation Agreement, as described below.
Pursuant to the 2009 Trademark License Agreements, Phoenix Satellite Television Trademark Limited granted Tianying Jiuzhou and Yifeng Lianhe non-exclusive rights to use certain of its logos for the purpose of conducting Tianying Jiuzhou’s and Yifeng Lianhe’s respective businesses. Tianying Jiuzhou may sub-license such trademarks to China Mobile, pursuant to the China Mobile Cooperation Agreement, as described below.
Phoenix TV, through its wholly owned subsidiary, is our controlling shareholder, with beneficial ownership and voting power of 55.0% and 61.4%, respectively, of our outstanding ordinary shares as of March 31, 2024. Phoenix TV has the power acting alone to approve any action requiring a vote of the majority of our ordinary shares.
Phoenix TV, through its wholly owned subsidiary, is our controlling shareholder, with beneficial ownership and voting power of 55.0% and 61.4%, respectively, of our outstanding ordinary shares as of March 31, 2025. Phoenix TV has the power acting alone to approve any action requiring a vote of the majority of our ordinary shares.
The annual license fee payable to Phoenix Satellite Television Holdings Limited by each of Tianying Jiuzhou and Yifeng Lianhe will be the greater of 2% of the annual revenues of Tianying Jiuzhou or Yifeng Lianhe (as the case may be) or US$100,000 for each company, while the annual fee under the Old Trademark License Agreements was US$10,000 in aggregate.
The annual license fee payable to Phoenix Satellite Television Holdings Limited by each of Tianying Jiuzhou and Yifeng Lianhe will be the greater of 2% of the annual revenues of Tianying Jiuzhou or Yifeng Lianhe (as the case may be) or US$100,000 for each company, while the annual fee under the 2009 Trademark License Agreements was US$10,000 in aggregate.
Tianying Jiuzhou is obligated to pay Phoenix Satellite Television Trademark Limited an annual license fee of US$7,000, while Yifeng Lianhe is obligated to pay Phoenix Satellite Television Trademark Limited an annual license fee of US$3,000, under the respective Old Trademark License Agreement. Phoenix Satellite Television Trademark Limited may in its discretion waive such license fees.
Tianying Jiuzhou is obligated to pay Phoenix Satellite Television Trademark Limited an annual license fee of US$7,000, while Yifeng Lianhe is obligated to pay Phoenix Satellite Television Trademark Limited an annual license fee of US$3,000, under the respective 2009 Trademark License Agreement. Phoenix Satellite Television Trademark Limited may in its discretion waive such license fees.
Pursuant to the Phoenix TV Cooperation Agreement, Phoenix TV agreed to procure and procured its subsidiaries, Phoenix Satellite Television Company Limited and Phoenix Satellite Television Trademark Limited, respectively, to enter into content license agreements, or the Content License Agreements, and trademark license agreements, or the Old Trademark License Agreements, with Tianying Jiuzhou and Yifeng Lianhe.
Pursuant to the Phoenix TV Cooperation Agreement, 117 Phoenix TV agreed to procure and procured its subsidiaries, Phoenix Satellite Television Company Limited and Phoenix Satellite Television Trademark Limited, respectively, to enter into content license agreements, or the Content License Agreements, and trademark license agreements with Tianying Jiuzhou and Yifeng Lianhe.
As of December 31, 2022 and 2023, we had amounts due from China Mobile with the amounts of RMB5.6 million and RMB3.8 million (US$0.5 million), respectively, and we did not have any accounts due to China Mobile as of the same dates. Other Transactions with Certain Directors and Affiliates See “Item 6. Directors, Senior Management and Employees—B.
As of December 31, 2022, 2023 and 2024, we had amounts due from China Mobile with the amounts of RMB5.6 million, RMB3.8 million and RMB2.1 million (US$0.5 million), respectively, and we did not have any accounts due to China Mobile as of the same dates. Other Transactions with Certain Directors and Affiliates See “Item 6. Directors, Senior Management and Employees—B.
On December 8, 2017, Tianying Jiuzhou and Yifeng Lianhe each entered into a new trademark license agreement, or the New Trademark License Agreements, with Phoenix Satellite Television Trademark Limited to replace the Old Trademark License Agreements.
On December 8, 2017, Tianying Jiuzhou and Yifeng Lianhe each entered into a new trademark license agreement, or the 2017 Trademark License Agreements, with Phoenix Satellite Television Trademark Limited to replace the 2009 Trademark License Agreements.
As of December 31, 2022 and 2023, we had amounts due from Phoenix TV Group with the amounts of RMB40.5 million and RMB53.6 million (US$7.6 million), respectively, and accounts due to Phoenix TV Group with the amounts of RMB62.7 million and RMB20.8 million (US$2.9 million), respectively.
As of December 31, 2022, 2023 and 2024, we had amounts due from Phoenix TV Group with the amounts of RMB40.5 million, RMB53.6 million and RMB71.3 million (US$7.3 million), respectively, and accounts due to Phoenix TV Group with the amounts of RMB62.7 million and RMB20.8 million and RMB20.3 million (US$2.8 million), respectively.
Cooperation Agreement with China Mobile China Mobile is a shareholder of our parent company, Phoenix TV. As of March 31, 2024, China Mobile held 19.7% of the outstanding shares of Phoenix TV. We obtained revenues for our paid services through China Mobile of RMB29.8 million, RMB23.3 million and RMB17.9 million (US$2.5 million) in 2021, 2022 and 2023, respectively.
Cooperation Agreement with China Mobile China Mobile is a shareholder of our parent company, Phoenix TV. As of March 31, 2025, China Mobile held 19.7% of the outstanding shares of Phoenix TV. We obtained revenues for our paid services through China Mobile of RMB23.3 million, RMB17.9 million and RMB10.1 million (US$1.4 million) in 2022, 2023 and 2024, respectively.
We also earned and recorded advertising revenues from Phoenix TV Group by providing joint advertising campaign solutions together with Phoenix TV Group to Phoenix TV Group’s advertisers or to our advertisers, or from providing the advertising and 117 promotion services directly to Phoenix TV Group by entering into advertising-for-advertising barter transactions, from which we earned revenues of RMB12.4 million, RMB13.7 million and RMB4.4 million (US$0.6 million) in 2021, 2022 and 2023, respectively.
We also earned and recorded revenues from Phoenix TV Group mainly by providing joint advertising campaign solutions together with Phoenix TV Group to Phoenix TV Group’s advertisers or to our advertisers, or from providing the advertising and promotion services directly to Phoenix TV Group by entering into advertising-for-advertising barter transactions, from which we earned revenues of RMB13.9 million, RMB4.6 million and RMB35.5 million (US$4.9 million) in 2022, 2023 and 2024, respectively.
We earned revenues from China Mobile for advertising services RMB17.5 million, RMB3.2 million and RMB4.9 million (US$0.7 million) in 2021, 2022 and 2023, respectively. We incurred revenue sharing and bandwidth costs in connection with MVAS provided through China Mobile’s platforms in the amounts of RMB6.6 million, RMB5.0 million and RMB3.3 million (US$0.5 million) in 2021, 2022 and 2023, respectively.
We earned revenues from China Mobile for advertising services of RMB3.2 million, RMB4.9 million and RMB4.3 million (US$0.6 million) in 2022, 2023 and 2024, respectively. We incurred revenue sharing and bandwidth costs in connection with MVAS provided through China Mobile’s platforms of RMB5.0 million, RMB3.3 million and RMB1.9 million (US$0.3 million) in 2022, 2023 and 2024, respectively.
Transactions with Phoenix TV and Certain of its Subsidiaries Costs for content provided to us by Phoenix TV Group were RMB17.3 million, RMB45.0 million and RMB45.0 million (US$6.3 million) in 2021, 2022 and 2023, respectively.
Transactions with Phoenix TV and Certain of its Subsidiaries 119 Costs for content provided to us by Phoenix TV Group were RMB45.0 million, RMB45.0 million and RMB46.8 million (US$6.4 million) in 2022, 2023 and 2024, respectively.
We were charged by Phoenix TV Group for advertising and promotion expenses of RMB2.5 million, RMB1.2 million and RMB4.3 million (US$0.6 million) in 2021, 2022 and 2023, respectively. We were charged corporate administrative expenses by Phoenix TV Group in the total amounts of RMB1.1 million, RMB1.1 million and RMB0.9 million (US$0.1 million) in 2021, 2022 and 2023, respectively.
We were charged advertising and promotion expenses by Phoenix TV Group of RMB1.2 million, RMB4.3 million and RMB2.2 million (US$0.3 million) in 2022, 2023 and 2024, respectively. We were charged corporate administrative expenses by Phoenix TV Group of RMB1.1 million, RMB0.9 million and RMB0.8 million (US$0.1 million) in 2022, 2023 and 2024, respectively.
We were charged Trademark license fee by Phoenix TV Group with the total amounts of RMB4.3 million, RMB3.8 million and RMB5.5 million (US$0.8 million) in 2021, 2022 and 2023, respectively.
We were charged project cost by Phoenix TV Group of RMB3.0 million, RMB2.6 million and RMB0.8 million (US$0.1 million) in 2022, 2023 and 2024, respectively. We were charged Trademark license fee by Phoenix TV Group of RMB3.8 million, RMB5.5 million and RMB4.2 million (US$0.6million) in 2022, 2023 and 2024, respectively.
On December 8, 2020, Tianying Jiuzhou and Yifeng Lianhe each entered into an amendment to the New Trademark License Agreements, with Phoenix Satellite Television Trademark Limited to renew such trademark license agreements.
On April 1, 2025, we terminated the 2017 Trademark License Agreements and all of the amendments thereto and each of Tianying Jiuzhou and Yifeng Lianhe entered into a new trademark license agreement with Phoenix Satellite Television Company Limited, or the 2025 Trademark License Agreements, to replace the 2017 Trademark License Agreements.
Removed
On December 8, 2023, Tianying Jiuzhou and Yifeng Lianhe each entered into another amendment to the New Trademark License Agreements with Phoenix Satellite Television Trademark Limited to renew such trademark license agreements.
Added
In April 2024, in anticipation of the upcoming expiry of the 2021 Program Resource License and Cooperation Agreement, Phoenix New Media (Hong Kong) Company Limited entered into the 2024 Program Resource License and Cooperation Agreement.
Added
According to the 2024 Program License Agreement, Phoenix Satellite Television Company Limited grants Phoenix New Media (Hong Kong) Company Limited exclusive right to broadcast copyrighted video content of Phoenix TV from (i) all television channels of Phoenix TV and its subsidiaries and (ii) third-party platforms on the internet in mainland China, with such content also broadcasted on the television channels of Phoenix TV and its subsidiaries.
Added
Phoenix TV also grants the Licensee the right to sublicense such contents. The annual fees payable to Phoenix TV by the Company for such content licenses will be RMB50.0 million and term of such license under the 2024 Program Resource License and Cooperation Agreement is one year starting from August 24, 2024 and ending on August 23, 2025.
Added
Since the execution of the 2017 Trademark License Agreements, we and Phoenix TV Group have amended and renewed the agreements on several occasions.
Added
Under the 2025 Trademark License Agreements, Phoenix Satellite Television Company Limited agreed to license to Tianying Jiuzhou and Yifeng Lianhe certain trademarks containing the double-phoenix logo and the Chinese or English words of “Phoenix New Media” or “ifeng” for a term of three years ending on March 31, 2028.
Added
The annual license fee payable to Phoenix Satellite Television Company Limited by Tianying Jiuzhou and Yifeng Lianhe remained the same as that in the 2017 Trademark License Agreements. Except for the signing entity of Phoenix TV Group, the terms of the 2025 Trademark License Agreements are consistent with the 2017 Trademark License Agreement and the amendments thereto.

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