Exhibit 4.38

 

Schedule of Material Differences between:

 

·             the Cooperation Agreement, dated as of February 14, 2011, between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. entered into in 2011, filed as Exhibit 10.25 to the Registration Statement on Form F-1 (File No. 333-173666) (“Cooperation Agreement 2011”),

 

·             the Cooperation Agreement, dated as of June 20, 2014, between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. entered into in 2014 (“Cooperation Agreement 2014”),

 

·             the Cooperation Agreement, dated as of September 16, 2015, between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. entered into in 2015 (“Cooperation Agreement 2015”), and

 

·             the Cooperation Agreement, dated as of January 16, 2017, between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. entered into in 2017 and as to 2016 and 2017 (“Cooperation Agreement 2016”).

 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement 2014
    	
 
    	
Cooperation Agreement 2015
    	
 
    	
Cooperation Agreement 2016
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 1. Content of   Cooperation — Section 1.1
    	
 
    	
“Party B agrees to produce   solely for Party A three kinds of multimedia message products namely ‘GoTone   Phoenix Weekly’, ‘GoTone Phoenix Observer’, and ‘Phoenix Express’ based on   the programs of Phoenix Satellite TV. Among which, one ‘GoTone Phoenix   Observer’ message will be transmitted on a daily basis (excluding Saturday),   one ‘GoTone Phoenix Weekly’ message will be transmitted on each Saturday, and   three ‘Phoenix Express’ messages will be transmitted irregularly in each   month.”
    	
 
    	
“Party B agrees to produce   solely for Party A two kinds of multimedia message products namely ‘GoTone   Phoenix Weekly’ and ‘GoTone Phoenix Observer’ based on the programs of   Phoenix Satellite TV. Among which, one ‘GoTone Phoenix Weekly’ message will   be transmitted on Monday, Wednesday, and Saturday each, two “GoTone Phoenix   Observer” message will be transmitted on a daily basis.”
    	
 
    	
“Details on the content of   cooperation provided by Party B to Party A are as set out in the scheduled   Party A Project Specifications (Schedule II) and Party B’s responses.”
    	
 
    	
N/A — This article remains   the same as Cooperation Agreement 2015.:

“Details on the content of   cooperation provided by Party B to Party A are as set out in the scheduled   Party A Project Specifications (Schedule II) and Party B’s responses.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 1. Content of   Cooperation — Section 1.2
    	
 
    	
“Party B agrees that Party   A shall have the right to purchase the multimedia message products produced   by Party B solely for Party A pursuant to Section 1.1 hereof.

 

If changes to such   multimedia message products are required, which changes include but not   limited to changes to the title, content and delivery frequency of such   multimedia message products, such changes may be carried out upon mutual   agreement and written confirmation of the Parties.

 

Party B covenants that it   shall not provide, with or without consideration, such multimedia message   products to any third party other than Party A.”
    	
 
    	
“ Party B agrees that Party   A shall have the right to purchase the multimedia message products produced   by Party B solely for Party A pursuant to Section 1.1 hereof.

 

Party B covenants that   (1) it shall not provide, with or without consideration, such multimedia   message products to any third party other than Party A; and (2) it shall   not use such multimedia message products in its own name, unless such use if   for the purpose of this Agreement.”
    	
 
    	
“The information service   cooperation period for ‘GoTone Phoenix Mobile Newspaper’ during 2015 is   between January 1 and December 31. The time limits for other   contents of cooperation are as set out below:

 

(1) Phase I service   period: from the date the contract is signed through December 31, 2015;

(2) Phase II service   period: if the fiscal year 2016 connected transactions between Party A and   Party B are approved by the shareholders of Party B’s parent (Phoenix   Satellite Television Holdings Limited) at the shareholders’ general meeting,   the Phase II service period will begin from the later of (i) the date of   such approval or (ii) January 1, 2016; and the total length of the   Phases I and II service periods will be one year;

(3) In the event that   the fiscal year 2016 connected transactions between Party A and Party B are   not approved by the shareholders of Party B’s parent (Phoenix Satellite   Television Holdings Limited) at the shareholders’ general meeting, this   contract shall terminate; and the two parties will settle payments with   respect to the service contents completed during the Phase I service period   on the basis of the actual extent of completion.”
    	
 
    	
“The information service   cooperation period for ‘GoTone Phoenix Mobile Newspaper’ during 2015 is   between January 1, 2016 and April 30, 2017. The time limits for   other contents of cooperation are between the date on which this agreement is   signed January 16, 2017 and April 30, 2017 (for details of the   contents of cooperation, see the Project Specifications in the schedules).”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 1. Content of   Cooperation — Section 1.3 (in 2011)
    	
 
    	
“Party B agrees that during   the period of cooperation, both Parties shall jointly explore the wireless ad   business on the basis of the foregoing multimedia message products and a back   charge pattern, the specific cooperation model of which shall be subject to a   separate supplemental agreement of the Parties.”
    	
 
    	
N/A — this article is   deleted
    	
 
    	
N/A — this article is   deleted; all content of cooperation is consolidated under Section 2.2.1,   “Information Services”:

 

(Party A Project   Specifications is as set out below:

 

2.2.1.   Information Services
    	
 
    	
N/A — this article is   deleted; all content of cooperation is consolidated under Section 2.2,   “Contents of Cooperation”, of the scheduled Party A Project Specifications   (Schedule II) and Party B’s responses:

 

(2.2 Contents of   Cooperation
    


 











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Product
    	
 
    	
2015
   Procurement
   Requirements
    	
 
    	
Product
    	
 
    	
2016
   Procurement
   Requirements
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Information Services
    	
 
    	
Mobile Newspaper
    	
 
    	
GoTone Phoenix   Series Mobile Newspaper
    	
 
    	
“GoTone Phoenix Weekly” and   “GoTone Phoenix Observer” series mobile newspaper 2015 full year information
    	
 
    	
GoTone   Phoenix Series Mobile Newspaper
    	
 
    	
“GoTone Phoenix Weekly” and   “GoTone Phoenix Observer” series mobile newspaper information between   January 1, 2016 and April 30, 2017
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Club Member Magazines
    	
 
    	
GoTone Magazine
    	
 
    	
1 issue per week
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Mobile Newspaper Products   Annual Satisfaction Survey
    	
 
    	
Once
    	
 
    	
 
    	
 
    	
DongGan DiDai Magazine
    	
 
    	
1 issue per week
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Phoenix Forum Events
    	
 
    	
No fewer than 25 events.
    	
 
    	
Forum Events
    	
 
    	
 
    	
 
    	
No fewer than 20 events
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
iFeng.com tier-1 channel
    	
 
    	
1
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Phoenix Reading Club
    	
 
    	
No fewer than 750   person-times; and a minimum of 10 events in 6 cities.
    	
 
    	
Club Platform Operational   Needs
    	
 
    	
Channels
    	
 
    	
260 series
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
News contents
    	
 
    	
Real-time updates each day,   and at least 50 pieces each day
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Media Resources
    	
 
    	
iFeng.com media report
    	
 
    	
No fewer than 200 times
    	
 
    	
—such specifications shall   be satisfied and surpassed)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
iFeng.com tier-1 channel
    	
 
    	
1
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
iFeng.com 10086 dedicated   zone
    	
 
    	
1
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
iFeng.com large special   report
    	
 
    	
No fewer than 5 series.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Mobile newspaper report
    	
 
    	
No fewer than 140 times
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Promotion entry points
    	
 
    	
No fewer than 10 entry   points
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Content Resources
    	
 
    	
Phoenix Video broadcasts
    	
 
    	
No fewer than 500 series
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Phoenix reading contents
    	
 
    	
No fewer than 100 books
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
News contents
    	
 
    	
Real-time update, and at   least 50 pieces each day
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
—such specifications shall   be satisfied and surpassed)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 1. Content of   Cooperation — Section 1.3.1
    	
 
    	
“Party A and Party B shall   conduct jointly the “GoTone Current Affairs Forum” activity: Party A shall   provide site and host Party B, while Party B shall provide hosts and   lecturers who shall perform no less than thirty-one (31) tour presentations   throughout the country.”
    	
 
    	
N/A — this article is   deleted
    	
 
    	
 
    	
 
    	
N/A — this article is   deleted
    	
 
    	
 
    


 











 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement 2014
    	
 
    	
Cooperation Agreement 2015
    	
 
    	
Cooperation Agreement 2016
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 1. Content of   Cooperation — Section 1.3.2
    	
 
    	
“Based on the blueprint of   the limited-distribution edition of the ‘Phoenix Weekly’ which is distributed   in the mainland area of China, Party B shall make available to Party A prior   to the fifteenth (15th) date of each month Twenty Thousand (20,000) copies of   the premium edition of the ‘Phoenix Weekly’, which edition shall contain all   the contents of the third issue of the ‘Phoenix Weekly’ of each month and the   digest of no less than eight (8) sheets (sixteen (16) pages) of the   first two issues of the ‘Phoenix Weekly’ of the then current month.   Concurrently, Party B shall provided to Party A’s clients the electronic   edition of the ‘Phoenix Weekly’ magazine for free, the realization of which   to be determined by both Parties through negotiation.”
    	
 
    	
Party B will provide a   series of services related to the operation and support of “Customers Club”,   planning of activities, liaison, information collection, data analysis and   dissemination package to Party A. Based on Party A’s demand and by   incorporating information of both parties’ products and services and Party   B’s media resources, Party B should develop and operate a customer-end   product for Party A’s customer with information, service, sales and   communication functions, and continue to improve such product as required by   Party A.”
    	
 
    	
N/A — this article is   deleted
    	
 
    	
N/A — this article is   deleted
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 1. Content of   Cooperation — Section 1.3.3
    	
 
    	
“In combination with the   “GoTone Phoenix Current Affairs Forum” and in light of the current hot spots   of the society, Party B shall conduct reading activities in collaboration   with Party A and present ten thousand (1,000) gift books to Party A in   support of the “GoTone Phoenix Current Affairs Forum” activity. The list of   the books shall be determined by both Parties through negotiation.”
    	
 
    	
N/A — This article is moved   to Article 1.3.1
    	
 
    	
N/A — this article is   deleted
    	
 
    	
N/A — this article is   deleted
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 1. Content of   Cooperation — Section 1.3.4
    	
 
    	
“In support of Party A’s   daily marketing endeavors, Party B shall provide news coverage and   dissemination services for Party A through Phoenix Satellite TV (no less than   24 times a year), GoTone Phoenix Mobile Newspaper (no less than 60 times a   year), 3g.ifeng.com (no less than 40 times a year), and Phoenix Mobile TV (a   video application, no less than 35 times a year).”
    	
 
    	
“In support of Party A’s   daily marketing endeavors, Party B shall provide media coverage for Party A’s   relevant activities through www.ifeng.com no less than 400 times a year and   large special reports no less than five times a year.” This article is moved   to Section 1.3.3
    	
 
    	
N/A — this article is   deleted
    	
 
    	
N/A — this article is   deleted
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 1. Content of   Cooperation — Section 1.3.5
    	
 
    	
 
    	
 
    	
“Party B shall set up for   Party A a “GoTone VIP Current Affairs Forum”, a first-class channel, at   www.ifeng.com and give extensive publicity to such channel and the activities   thereof by using Phoenix website’s internal resources (Banner, Focus Picture   and Text Link etc.). Party B shall ensure average daily website hits of over   5,500,000 times. Party B shall, after editing the wording, pictures or videos   from the Affairs Forum and after obtaining speakers’ approval, broadcast such   information on the GoTone VIP Current Affairs Forum channel. Party B shall   also set up a service and sales section (10086.ifeng.com), promote Party A’s   service in the relatively important spot in the website for Party A in the   long term, broadcast and disseminate news coverage or videos of Party
    	
 
    	
N/A — this article is   deleted
    	
 
    	
N/A — this article is   deleted
    


 











 

	
 
    	
 
    	
 
    	
 
    	
A, and ensure average daily   section hits of over 500,000.” As Section 1.3.4, Section 1.3.5 is   deleted
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 1. Content of   Cooperation — Section 1.4.
    	
 
    	
“The term of cooperation   between Party A and Party B shall commence on January 1, 2011 and end on   December 31, 2011.”
    	
 
    	
“The term of cooperation   between Party A and Party B shall commence on January 1, 2014 and end on   December 31, 2014.”
    	
 
    	
N/A — this article is   deleted
    	
 
    	
N/A — this article is   deleted
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 2. Contract   Price; Terms and Method of Payment — Section 2.1
    	
 
    	
“The contract price hereof   shall be the price for the information purchased hereunder, which shall be   calculated as follows: Party A shall pay Party B a price for the information   products purchased during the period of January 1, 2011 through   December 31, 2011, while Party B shall provide Party A with free   information products made during the period of November 1, 2010 through   December 31, 2010. The total contract price hereof shall be Fifty-eight   Million Eight Hundred Thousand Renminbi (RMB58,800,000)...”
    	
 
    	
“The contract price hereof   shall be the price for the information purchased hereunder, which shall be   calculated as follows: Party A shall pay Party B a price for the information   products purchased during the period of January 1, 2014 through   December 31, 2014. The total contract price hereof shall be Forty   Million Renminbi (RMB40,000,000)...”
    	
 
    	
“The contract price hereof   shall be the price for information purchased hereunder, which shall be calculated   as follows: For the information products purchased during the cooperation   period, Party A shall pay Party B a total contract price of RMB19,790,000.00,   inclusive of 6% VAT of an amount of RMB1,120,188.68; and the contract price   net of VAT shall be RMB18,669,811.32. Except as otherwise expressly provided   herein, the foregoing price shall be a tax-inclusive price and shall cover   all of the Party B’s costs in connection with its performance of this   contract. Unless otherwise consented to in writing by Party A, Party A will   not pay any additional amounts.”
    	
 
    	
“The contract price hereof   shall be the price for information purchased hereunder, which shall be   calculated as follows: For the information products purchased during the   cooperation period, Party A shall pay Party B a total contract price of   RMB14,900,000.00, inclusive of 6% VAT of an amount of RMB843,396.23; and the   contract price net of VAT shall be RMB14,056,603.77. Except as otherwise   expressly provided herein, the foregoing price shall be a tax-inclusive price   and shall cover all of the Party B’s costs in connection with its performance   of this contract. Unless otherwise consented to in writing by Party A, Party   A will not pay any additional amounts.”
    


 











 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement 2014
    	
 
    	
Cooperation Agreement 2015
    	
 
    	
Cooperation Agreement 2016
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 2. Contract   Price; Terms and Method of Payment — Section 2.2
    	
 
    	
“Payment hereunder shall be   made by Party A through wire transfer as described below:

 

In January 2011, Party   B shall issue to Party A an official invoice in the amount of Eleven Million   Seven Hundred and Sixty Thousand Renminbi (RMB11,760,000), while Party A   shall pay such amount, if proved to be correct upon verification, to Party B   within ten (10) days of receiving such invoice;

 

In September 2011,   Party B shall issue to Party A an official invoice in the amount of   Thirty-five Million Two Hundred and Eighty Thousand Renminbi (RMB35,280,000),   while Party A shall pay such amount, if proved to be correct upon   verification, to Party B within ten (10) days of receiving such invoice;   and

 

In January 2012, Party   B shall issue to Party A an official invoice in the amount of Eleven Million   Seven Hundred and Sixty Thousand Renminbi (RMB11,760,000), while Party A   shall pay such amount, if proved to be correct upon verification, to Party B   within ten (10) days of receiving such invoice.”
    	
 
    	
“Payment hereunder shall be   made by Party A through wire transfer based on the progress of cooperation:

 

Upon the fulfillment of 50%   of the multimedia message services, Party B shall issue to Party A an   official invoice (one original and one photocopy of the VAT invoice) in the   amount of Eight Million Renminbi (RMB8,000,000), while Party A shall pay such   amount, if proved to be correct upon verification, to Party B within thirty   (30) days of receiving such invoice;

 

Upon the fulfillment of 80%   of the multimedia message services, Party B shall issue to Party A an   official invoice (one orignal and one photocopy of the VAT invoice) in the   amount of a Twenty-four Million Renminbi (RMB24,000,000), while Party A shall   pay such amount, if proved to be correct upon verification, to Party B within   thirty (30) days of receiving such invoice; and

 

Once the term of the   cooperation ends and all of Party B’s obligations are completed, Party B   shall issue to Party A an official invoice (one orignal and one photocopy of   the VAT invoice) in the amount of Eight Million Renminbi (RMB8,000,000), while   Party A shall pay such amount, if proved to be correct upon verification, to   Party B within thirty (30) days of receiving such invoice.”
    	
 
    	
“Payment hereunder shall be   made by Party A through wire transfer based on the progress of cooperation:

 

Upon the fulfillment of 50%   of the Mobile Newspaper services, Party B shall issue to Party A both an   original copy and a duplicate copy of a VAT invoice specifying the contract   number in an amount equal to 20% of the total contract price or   RMB3,958,000.00. Party A shall pay such amount to Party B within thirty (30)   days from its receiving and confirming the accuracy of said invoice;

 

Upon the fulfillment of 80%   of the Mobile Newspaper services, Party B shall issue to Party A both an   original copy and a duplicate copy of the VAT invoice specifying the contract   number in an amount equal to 40% of the total contract price or   RMB7,916,000.00. Party A shall pay such amount to Party B within thirty (30)   days from its receiving and confirming the accuracy of said invoice;

 

Upon full completion of the   cooperation and performance by Party B of all of its obligations hereunder,   Party B shall issue to Party A both an original copy and a duplicate copy of   the VAT invoice specifying the contract number in an amount equal to 40% of   the total contract price or RMB7,916,000.00. Party A shall pay such amount to   Party B within thirty (30) days from its receiving and confirming the   accuracy of said invoice.”
    	
 
    	
“Payment hereunder shall be   made by Party A through wire transfer based on the progress of cooperation:

 

At the end of the year   2016, upon the fulfillment of 60% of Party B’s services, Party B shall issue   to Party A both an original copy and a duplicate copy of a VAT invoice   specifying the contract number and contract name, in an amount equal to 60%   of the total contract price or RMB8,940,000.00. Party A shall pay such amount   to Party B within thirty (30) days from its receiving and confirming the   accuracy of said invoice;

 

Upon completion of the   cooperation, and once Party B has fulfilled all of its obligations under this   agreement, Party B shall issue to Party A both an original copy and a   duplicate copy of a VAT invoice specifying the contract number in an amount   equal to 40% of the total contract price or RMB5,960,000.00. Party A shall   pay such amount to Party B within thirty (30) days from its receiving and   confirming the accuracy of said invoice.”
    


 











 

	
Article 3. Party A’s   Rights and Obligations — Section 3.2
    	
 
    	
“During the period of   cooperation between the Parties, Party A shall have the absolute discretion   to conduct business operations in connection with the foregoing multimedia   message products and the contents thereof, which business operations include   but not limited to user credit exchange, mobile market subscription and   download, and wireless ad business.”
    	
 
    	
“During the period of   cooperation between the Parties, Party A shall have the absolute discretion   to conduct business operations in connection with the foregoing multimedia   message products and the contents thereof, which business operations include   but not limited to user credit exchange and mobile market subscription   download.”
    	
 
    	
“During the period of   cooperation between the Parties, Party A shall have the right to manage the   foregoing mobile newspapers and their contents independently (including but   not limited to the development of customer points redemption programs based   on such mobile newspapers).”
    	
 
    	
N/A — This article remains   the same as Cooperation Agreement 2015.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 3. Party A’s   Rights and Obligations — Section 3.4
    	
 
    	
“With respect to the   relevant supporting resources provided by Party B for free, Party A shall   have the right to decide the manner in which such resources shall be used and   the various costs and expenses of Party B in using such resources.”
    	
 
    	
“With respect to the   relevant supporting resources provided by Party B for free, Party A shall   have the right to decide the manner in which such resources shall be   organized, designed and used.”
    	
 
    	
N/A — this article is   deleted
    	
 
    	
“With respect to the   relevant resources provided by Party B for free, Party A shall have the right   to decide the manner in which such resources shall be organized, designed and   used.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 4. Party B’s Rights   and Obligations — Section 4.2
    	
 
    	
“Party B shall be   responsible for the design, development, production, maintenance, and updates   of the content of the ‘GoTone Phoenix Weekly’, ‘GoTone Phoenix Observer’, and   ‘Phoenix Express’, and the foregoing multimedia message products shall   contain contents that cover current affairs, finance, entertainments, sports,   culture, science and technology, fashion, and military affairs.”
    	
 
    	
“Party B shall be   responsible for the design, development, production, maintenance, and updates   of the content of the ‘GoTone Phoenix Weekly’ and ‘GoTone Phoenix Observer’,   and the foregoing multimedia message products shall contain contents that   cover current affairs, finance, entertainments, sports, culture, science and   technology, fashion, and military affairs.”
    	
 
    	
“Party B shall be   responsible for the conception, development, production, maintenance and   update of the content of ‘GoTone Phoenix Monitor’ and ‘GoTone Phoenix   Weekly’; said mobile newspapers shall include contents of various fields,   such as current affairs, finance and economy, entertainment, sports, culture,   science and technology, fashion, military.”
    	
 
    	
N/A — This article remains   the same as Cooperation Agreement 2015.
    


 











 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement 2014
    	
 
    	
Cooperation Agreement 2015
    	
 
    	
Cooperation Agreement 2016
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 4. Party B’s   Rights and Obligations — Section 4.3
    	
 
    	
“Party B covenants that the   foregoing multimedia message products will be sold to Party A exclusively,   for which products Party B will only provide content support, and that Party   B will not sell such multimedia message products to or in collaboration with   any third party other than Party A.”
    	
 
    	
“Party B covenants that the   foregoing multimedia message products will be sold to Party A exclusively,   for which products Party B will only provide content support, and that Party   B will not sell such multimedia message products to or in collaboration with   any third party other than Party A and its affiliated companies”.
    	
 
    	
“Party B covenants that the   foregoing mobile newspapers will be sold to Party A exclusively, for which   products Party B will only provide content support; and that Party B will not   sell, either on its own or in collaboration with any third party, such mobile   newspapers to any person other than Party A and its affiliates.”
    	
 
    	
N/A — This article remains   the same as Cooperation Agreement 2015.:

“Party B covenants that the   foregoing mobile newspapers will be sold to Party A exclusively, for which   products Party B will only provide content support; and that Party B will not   sell, either on its own or in collaboration with any third party, such mobile   newspapers to any person other than Party A and its affiliates.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 8. Breach of   Obligation — Section 8.6
    	
 
    	
“If any Party is in breach   of the confidentiality provisions hereof, such Party shall pay to the   non-breaching Party a liquidated damage at 1% of the total contract price   hereof.”
    	
 
    	
“If any Party is in breach   of the confidentiality provisions hereof, such Party shall pay to the   non-breaching Party a liquidated damage at 1% of the total contract price   hereof, and bear all expenses thereof incurred.”
    	
 
    	
“If any Party is in breach   of the confidentiality provisions hereof, such Party shall pay to the   non-breaching Party an amount equal to ten percent (10%) of the total   contract price hereunder as liquidated damages, and shall bear any and all   expenses incurred in connection with claims arising from such breach.”
    	
 
    	
N/A — This article remains   the same as Cooperation Agreement 2015.:

“If any Party is in breach   of the confidentiality provisions hereof, such Party shall pay to the   non-breaching Party an amount equal to ten percent (10%) of the total   contract price hereunder as liquidated damages, and shall bear any and all   expenses incurred in connection with claims arising from such breach.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 4. Party B’s   Rights and Obligations — Section 4.6
    	
 
    	
“Party B shall assist Party   A in providing consulting services to Party A’s clients and in handling and   resolving their complaints. With respect to complaints arising out of causes   attributable to Party B, it shall handle and resolve the same within   forty-eight (48) hours.”
    	
 
    	
“Party B shall assist Party   A in providing consulting services to Party A’s clients and in handling and   resolving their complaints. With respect to complaints arising out of causes   attributable to Party B, it shall handle and resolve the same within eight   (8) hours.”
    	
 
    	
N/A — this article is   deleted
    	
 
    	
“Party B shall assist Party   A in providing consulting services to Party A’s clients and in handling and   resolving their related complaints. With respect to complaints arising out of   causes attributable to Party B, Party B shall be responsible for handling and   resolving the same within eight (8) hours.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 13. Exhibits
    	
 
    	
N/A
    	
 
    	
Exhibit 1. Licensed   Trademark Exhibit 2. Trademark License Agreement, dated   November 24, 2009, between Tianying Jiuzhou and Phoenix Satellite   Television Trademark Limited Exhibit 3. Agreement of integrity and good   faith.
    	
 
    	
N/A — this article is   deleted
    	
 
    	
Exhibit 1. Trademark   License Agreement, dated November 24, 2009, between Tianying Jiuzhou and   Phoenix Satellite Television Trademark Limited;

Exhibit 2. Party A   Project Specifications and Party B’s responses;

Exhibit 3. Project   Prices Table;

Exhibit 4: Agreement   of integrity and good faith.