Exhibit 4.28

 

Schedule of Material Differences between:

 

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

 

·             Cooperation Agreement, dated as of April 24, 2013, between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. entered into in 2013 (“Cooperation Agreement 2013”), And

 

·             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”).

 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement 2013
    	
 
    	
Cooperation Agreement 2014
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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 Observer’ message will be transmitted on   Monday, Wednesday, and Saturday each, two ‘GoTone phoenix Weekly’ message   will be transmitted on a daily basis.”
    	
 
    	
“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.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.”
    	
 
    	
N/A — This article remains the same as   Cooperation Agreement 2013
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.”
    	
 
    	
“Party A and Party B shall conduct jointly   the “GoTone Current Affairs Forum” activity: Party A shall provide site,   organize activity, and host Party B, while Party B shall provide hosts and   lecturers who shall perform no less than fifty (50) tour presentations   throughout the country.  

 

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.”
    	
 
    	
“Party A and Party B shall conduct jointly   the “GoTone Current Affairs Forum” activity: Party A shall provide site,   organize activity, and host Party B, while Party B shall provide hosts and   lecturers who shall perform no less than fifty (50) tour presentations   throughout the country.  

 

In the meantive, Party B shall conduct niche   and exclusive reading activities in colloaboration with Party A, while Party   A shall be responsible for inviting customers to attend the activities and   Party B shall be responsible for provide site and organize activities. Party   B shall conduct no less than fifty (50) activities during the cooperation   period and ensure that a quota of thirty (30) people will be assigned to   Party A for each activity.”
    


 











 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement 2013
    	
 
    	
Cooperation Agreement 2014
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.”
    	
 
    	
“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.”
    	
 
    	
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.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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 moved to   Article 1.3.1
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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 news coverage and dissemination services for   Party A through Phoenix Satellite TV (no less than 32 times a year) and   broadcast Party A’s selective Affairs Forum (no less than two periods).” This article is moved to Section 1.3.3
    	
 
    	
“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
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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, Text Link and   etc.) and partners’ media resources. Party B shall ensure average daily   website hits of over 4,000,000 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 in the   relatively important spot in the website for Party A to promote Party A’s   service in the long term, and broadcast and disseminate news coverage or   videos of Party A.” As Section 1.3.4; Section 1.3.5 is deleted
    	
 
    	
“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 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, 2013 and end on December 31,   2013.”
    	
 
    	
“The term of cooperation between Party A and   Party B shall commence on January 1, 2014 and end on December 31,   2014.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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, 2013 through December 31, 2013. The   total contract price hereof shall be Fifty-two Million Eight Hundred Thousand   Renminbi (RMB52,800,000)...”
    	
 
    	
“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)...”
    


 











 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement 2013
    	
 
    	
Cooperation Agreement 2014
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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 as described below:

 

In May 2013, Party B shall issue to   Party A an official invoice in the amount of Ten Million Fifty Hundred and   Sixty Thousand Renminbi (RMB10,560,000), 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;  

 

In September 2013, Party B shall issue   to Party A an official invoice in the amount of Thirty-one Million Six   Hundred and Eighty Thousand Renminbi (RMB31,680,000), 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 in the amount of Ten Million Five Hundred and Sixty Thousand   Renminbi (RMB10,560,000), 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 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 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.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.”
    	
 
    	
N/A — This article remains the same as   Cooperation Agreement 2013.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.”
    	
 
    	
N/A — This article remains the same as   Cooperation Agreement 2011.
    	
 
    	
“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.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.”
    	
 
    	
N/A — This article remains the same as   Cooperation Agreement 2013.
    


 











 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement 2013
    	
 
    	
Cooperation Agreement 2014
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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”.
    	
 
    	
N/A — This article remains the same as   Cooperation Agreement 2013.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.”
    	
 
    	
N/A — This article remains the same as   Cooperation Agreement 2013.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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 remains the same as   Cooperation Agreement 2013.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.
    	
 
    	
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.