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 Registration on Form F-1 (File No. 333-173666) (“Cooperation Agreement  2011”),

 

·             Cooperation Agreement, dated as of July 8, 2012, between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. entered into in 2012 (“Cooperation Agreement 2012”), and

 

·             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”).

 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement  2012
    	
 
    	
Cooperation Agreement 2013
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.”
    	
 
    	
N/A — This article   remains the same as Cooperation Agreement 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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 it will, by July 1, 2012, based on the need of Party A’s clients,   enrich the contents of the multimedia messaging products, increase   information regarding technology, terminal, finance management and real   estate, and adjust the frequency of transmission based on Party A’s need, as   well as extend the its promotion effort.

 

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.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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 and host Party B, while Party B shall provide hosts and   lecturers who shall perform no less than forty (40) 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.”
    


 











 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement  2012
    	
 
    	
Cooperation Agreement 2013
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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 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 twenty fifth (25th) 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.”
    	
 
    	
“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.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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   remains the same as Cooperation Agreement 2011.
    	
 
    	
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   30 times a year), and ifeng.com media services (鳳凰網媒體服務) no less than 150 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
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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 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
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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,   2012 and end on December 31, 2012.”
    	
 
    	
“The term of   cooperation between Party A and Party B shall commence on January 1,   2013 and end on December 31, 2013.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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, 2012   through December 31, 2012. 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)...”
    


 











 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement  2012
    	
 
    	
Cooperation Agreement 2013
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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  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;

 

In   September 2012, 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 2013, 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.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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 2012.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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 2012.
    


 











 

	
Material difference
    	
 
    	
Cooperation Agreement  2011
    	
 
    	
Cooperation Agreement  2012
    	
 
    	
Cooperation Agreement 2013
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.”
    	
 
    	
N/A — this article   remains the same as Cooperation Agreement 2011.
    	
 
    	
“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”.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.”
    	
 
    	
N/A — this article   remains the same as Cooperation Agreement 2011.
    	
 
    	
“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.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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 2012.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Article 13.   Exhibits
    	
 
    	
N/A
    	
 
    	
Exhibit 1.   Licensed Trademark

 

Exhibit 2.   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