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United States securities and exchange commission logo
September 29, 2023
Edward Lu
Chief Financial Officer
Phoenix New Media Ltd
Sinolight Plaza, Floor 16
No. 4 Qiyang Road
Wangjing, Chaoyang District, Beijing, 100102
People s Republic of China
Re: Phoenix New Media
Ltd
Form 20-F for the
Year Ended December 31, 2022
File No. 001-35158
Dear Edward Lu:
We have reviewed your September 8, 2023 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 27, 2023 letter.
Form 20-F for the Year Ended December 31, 2022
Notes to Consolidated Financial Statements
Note 1. Organization and Principal Activities, page F-10
1. Please revise your
disclosure in Risk Factors to address: (i) your belief that you meet the
definition of an
investment company under Section 3(a)(1)(C) of the Investment Company
Act of 1940 (the Act
) and are relying on the exemption from that definition at Section
3(b)(1); and (ii) the
consequences if you are deemed to be an investment company under
the Act, as well as the
risks associated with the operation of an unregistered investment
company.
Edward Lu
FirstName LastNameEdward Lu
Phoenix New Media Ltd
Comapany 29,
September NamePhoenix
2023 New Media Ltd
September
Page 2 29, 2023 Page 2
FirstName LastName
2. Please advise if you have an opinion of counsel regarding your
reliance on the exemption
from the definition of investment company provided by Section 3(b)(1)
of the Act, and if
so, whether you would be willing to provide the staff with a copy of
such opinion of
counsel.
Exhibit 15.3
Certification by the Chief Financial Officer Pursuant to Item 16I(a) of Form
20-F
3. We note your response to prior comment 3 including your statement that
no governmental
entity in the PRC has a controlling interest with respect to Phoenix
TV. Please
supplementally clarify the percentage ownership of any PRC
governmental entities or
state-owned enterprises in Phoenix TV and provide the percentage of
indirect ownership
in Phoenix New Media.
4. We note your response to prior comment 4. Please provide us with your
analysis with
respect to each of your directors, including whether such directors
have any involvement
in CCP matters, including your consideration of current and prior CCP
memberships or
affiliations with the CCP. For examples, we note from Item 6 that
Carson Wen served as
a deputy of the National People s Congress, that Yusheng Sun served
senior positions in
China Central Television and that Qi Li served as the Chief Financial
Officer of People s
Daily Online.
You may contact Melissa Walsh, Staff Accountant, at 202-551-3224 or
Stephen Krikorian, Accounting Branch Chief, at 202-551-3488 with any questions.
You may
contact Tyler Howes at 202-551-3370 or Christopher Dunham at 202-551-3783 if
you have
any questions about comments related to your status as a Commission-Identified
Issuer during
your most recently completed fiscal year.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Yi Gao