TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo July 27, 2023 Edward Lu Chief Financial Officer Phoenix New Media Ltd Sinolight Plaza, Floor 16 No. 4 Qiyang Road Wangjing, Chaoyang District, Beijing, 100102 People s Republic of China Re: Phoenix New Media Ltd Form 20-F for the Year Ended December 31, 2022 File No. 001-35158 Dear Edward Lu: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 20-F for the Year Ended December 31, 2022 Notes to Consolidated Financial Statements Note 1. Organization and Principal Activities, page F-10 1. Please provide a detailed legal analysis regarding whether the Company and its subsidiaries meet the definition of an investment company under Section 3(a)(1)(A) of the Investment Company Act of 1940 ( Investment Company Act ). In your response, please address, in detail, each of the factors outlined in Tonapah Mining Company of Nevada, 26 SEC 426 (1947) and provide legal and factual support for your analysis of each such factor. 2. Please provide a detailed legal analysis regarding whether the Company or any of its subsidiaries meet the definition of an investment company under Section 3(a)(1)(C) of the Investment Company Act. In your response, please include all relevant calculations Edward Lu Phoenix New Media Ltd July 27, 2023 Page 2 under Section 3(a)(1)(C), identifying each constituent part of the numerators and denominators, with values as of your most recent fiscal quarter ended. Please also (i) specifically describe the types of assets included within term deposits and short-term investments on your balance sheet and (ii) describe and discuss their proposed treatment for purposes of section 3(a)(1)(C), as well as any other substantive determinations and/or characterizations of assets that are material to your calculations. Finally, please include a legal analysis of whether the interests held by the Company in its VIEs are investment securities for purposes of Section 3(a)(2). Exhibit 15.3 Certification by the Chief Financial Officer Pursuant to Item 16I(a) of Form 20-F 3. We note your statement that you reviewed your register of members and public filings in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third-party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third-party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3). In particular, please expand upon your evaluation of your parent company, Phoenix TV, including reports that it was recently designated as a China-owned enterprise by Taiwanese authorities. 4. In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members current or prior memberships on, or FirstName LastNameEdward Lu affiliations with, committees of the Chinese Communist Party factored into your Comapany NamePhoenix determination. New Media In addition, Ltdtell us whether you have relied upon third party please July 27,certifications, 2023 Page 2 such as affidavits, as the basis for your disclosure. FirstName LastName Edward Lu FirstName LastNameEdward Lu Phoenix New Media Ltd Comapany July NamePhoenix New Media Ltd 27, 2023 July 27, Page 3 2023 Page 3 FirstName LastName We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Melissa Walsh, Staff Accountant, at 202-551-3224 or Stephen Krikorian, Accounting Branch Chief, at 202-551-3488 with any questions. You may contact Tyler Howes at 202-551-3370 or Christopher Dunham at 202-551-3783 if you have any questions about comments related to your status as a Commission-Identified Issuer during your most recently completed fiscal year. Sincerely, Division of Corporation Finance Office of Technology cc: Yi Gao