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United States securities and exchange commission logo
July 27, 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 filing 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.
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 provide a
detailed legal analysis regarding whether the Company and its
subsidiaries meet the
definition of an investment company under Section 3(a)(1)(A) of
the Investment Company
Act of 1940 ( Investment Company Act ). In your response,
please address, in
detail, each of the factors outlined in Tonapah Mining Company of
Nevada, 26 SEC 426
(1947) and provide legal and factual support for your analysis of
each such factor.
2. Please provide a
detailed legal analysis regarding whether the Company or any of its
subsidiaries meet the
definition of an investment company under Section 3(a)(1)(C) of
the Investment Company
Act. In your response, please include all relevant calculations
Edward Lu
Phoenix New Media Ltd
July 27, 2023
Page 2
under Section 3(a)(1)(C), identifying each constituent part of the
numerators and
denominators, with values as of your most recent fiscal quarter ended.
Please also (i)
specifically describe the types of assets included within term
deposits and short-term
investments on your balance sheet and (ii) describe and discuss
their proposed treatment
for purposes of section 3(a)(1)(C), as well as any other substantive
determinations and/or
characterizations of assets that are material to your calculations.
Finally, please include a
legal analysis of whether the interests held by the Company in its
VIEs are investment
securities for purposes of Section 3(a)(2).
Exhibit 15.3
Certification by the Chief Financial Officer Pursuant to Item 16I(a) of Form
20-F
3. We note your statement that you reviewed your register of members and
public filings in
connection with your required submission under paragraph (a). Please
supplementally
describe any additional materials that were reviewed and tell us
whether you relied upon
any legal opinions or third-party certifications such as affidavits as
the basis for your
submission. In your response, please provide a similarly detailed
discussion of the
materials reviewed and legal opinions or third-party certifications
relied upon in
connection with the required disclosures under paragraphs (b)(2) and
(3). In particular,
please expand upon your evaluation of your parent company, Phoenix TV,
including
reports that it was recently designated as a China-owned enterprise by
Taiwanese
authorities.
4. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how the board members current or prior
memberships on, or
FirstName LastNameEdward Lu
affiliations with, committees of the Chinese Communist Party factored
into your
Comapany NamePhoenix
determination. New Media
In addition, Ltdtell us whether you have relied
upon third party
please
July 27,certifications,
2023 Page 2 such as affidavits, as the basis for your disclosure.
FirstName LastName
Edward Lu
FirstName LastNameEdward Lu
Phoenix New Media Ltd
Comapany
July NamePhoenix New Media Ltd
27, 2023
July 27,
Page 3 2023 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
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