Exhibit 99.5
Phoenix New Media Limited
TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS
REPRESENTING ORDINARY SHARES OF
Phoenix New Media Limited
Please refer to the reverse side of this card for the Resolutions to be voted at the Meeting. |
FOLD AND DETACH HERE
Ordinary Resolutions
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| The Board of Directors unanimously recommends |
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| a vote FOR all the Resolutions. |
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| FOR | AGAINST | ABSTAIN |
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| FOR | AGAINST | ABSTAIN |
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| Res. 1 | ☐ | ☐ | ☐ |
| Res. 4 | ☐ | ☐ | ☐ |
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| Res. 2 | ☐ | ☐ | ☐ |
| Res. 5 | ☐ | ☐ | ☐ |
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| Res. 3 | ☐ | ☐ | ☐ |
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| ☐ | Mark box at immediate left if you wish to give a discretionary proxy to a person designated by the Company. PLEASE NOTE: Marking this box voids any other instructions indicated above. | ||
| Address change |
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| Mark box, sign and indicate changes/comments below: | |||||
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| Sign below | Date: |
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| Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. |
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Phoenix New Media Limited
AGENDA
Ordinary Resolutions
Phoenix New Media Limited JPMorgan Chase Bank, N.A., Depositary PO Box 64873, Saint Paul MN 55164-0873 |
Voting Instruction Card |
JPMorgan Chase Bank, N.A., (the “Depositary”) has received notice that the Annual General Meeting (the “Meeting”) of shareholders of Phoenix New Media Limited (the “Company”) will be held at 14:00 p.m. (local time), on Thursday, November 17, 2022, at Sinolight Plaza, No. 4 Qiyang Road, Wangjing, Chaoyang District, Beijing 100102, People’s Republic of China, for the purposes set forth on this card.
If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Ordinary Shares represented by your American Depositary Receipt(s) FOR or AGAINST or to ABSTAIN from voting on the Resolutions, or any of them, proposed for the Meeting, kindly execute and forward to the Depositary the attached Voting Instruction Card. The enclosed postage-paid envelope is provided for this purpose. This Voting Instruction Card should be executed in such a manner as to show clearly whether you desire or oppose or abstain from voting on the Company’s Resolutions, or any of them, as the case may be. Alternatively, you may include instructions to give a discretionary proxy to a person designated by the Company. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 12:00 p.m., New York City time, on November 15, 2022. Only the registered holders of record of American Depositary Receipt(s) as of the close of business on October 18, 2022, will be entitled to execute the attached Voting Instruction Card.
If no ADR Voting Instruction Card is received by the Depositary before 12:00 p.m., New York City time, November 15, 2022, in accordance with the provisions of the Depositary Agreement, you will be deemed to have instructed the Depositary to give a discretionary voting proxy to a person designated by the Company, which for purposes of this meeting is the Chairman of the Company with full power to exercise the voting rights under the Ordinary Shares represented by your ADSs and with full power to each of substitution.
The signatory, a registered holder of American Depositary Receipts representing Ordinary Shares of the Company of record on
October 18, 2022, hereby requests and authorizes the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying Ordinary Shares of the Company represented by American Depositary Receipts, in accordance with the instructions given at the Annual General Meeting of shareholders.
NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be returned before 12:00 p.m., New York City time, on November 15, 2022.
Please Note: The Notice of Annual General Meeting and the Annual Report are available for viewing on the Company’s website http://ir.ifeng.com/.
JPMorgan Chase Bank, N.A., Depositary
PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.