Exhibit 4.31

 

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

 

·    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”), and

 

·    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”).

 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement 2013
    	
 
    	
Cooperation Agreement 2014
    	
 
    	
Cooperation Agreement 2015
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.”
    	
 
    	
“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.”
    	
 
    	
N/A — This article remains the same as Cooperation   Agreement 2013
    	
 
    	
“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.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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
    	
 
    	
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
    


 











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Product
    	
 
    	
2015
   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 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Mobile Newspaper Products Annual Satisfaction   Survey 
    	
 
    	
Once
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Phoenix Forum Events
    	
 
    	
No fewer than 25 events.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Phoenix Reading Club
    	
 
    	
No fewer than 750 person-times; and a minimum of   10 events in 6 cities.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Media Resources
    	
 
    	
iFeng.com media report
    	
 
    	
No fewer than 200 times
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
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.”
    	
 
    	
“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.”
    	
 
    	
N/A — this article is   deleted
    


 











 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement 2013
    	
 
    	
Cooperation Agreement 2014
    	
 
    	
Cooperation Agreement 2015
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.”
    	
 
    	
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 moved to Article 1.3.1
    	
 
    	
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 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
    	
 
    	
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, 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 
    	
 
    	
“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
    


 











 

	
 
    	
 
    	
 
    	
 
    	
disseminate news coverage or videos of Party A.” As   Section 1.3.4; Section 1.3.5 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, 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.”
    	
 
    	
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, 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)...”
    	
 
    	
“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.”
    


 











 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement 2013
    	
 
    	
Cooperation Agreement 2014
    	
 
    	
Cooperation Agreement 2015
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.”
    	
 
    	
“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.”
    


 











 

	
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.
    	
 
    	
“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).”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.”
    	
 
    	
N/A — this article is deleted
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.
    	
 
    	
“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.”
    


 











 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement 2013
    	
 
    	
Cooperation Agreement 2014
    	
 
    	
Cooperation Agreement 2015
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.
    	
 
    	
“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.”
    	
 
    	
N/A — This article remains the same as Cooperation   Agreement 2013.
    	
 
    	
“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 remains the same as Cooperation   Agreement 2013.
    	
 
    	
N/A — this article is deleted
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.
    	
 
    	
N/A — this article is deleted