Phoenix New Media Limited
Disclosure Policy
Overview
The Company Limited (NYSE: FENG) (“PNM” or “the Company”) proactively disminates information about its management strategy, financial position and other corporate information to promote dialogue with shareholders, analysts and other investors in line with the principles embodied in the PNM corporate governance rules and Code of Business Conduct and Ethics. In doing so, the Company gives due consideration to the timeliness, fairness, accuracy and continuity of disclosure. This disclosure policy aims to develop and maintain realistic investor expectations to enhance management transparency as well as to earn the trust of, and receive a proper evaluation from analysts, shareholders and other investors.
Scope of Disclosure Policy
This policy covers all employees, the Board of Directors of the Company and its subsidiaries and affiliates. It covers disclosures in SEC-filed documents and written statements made in the Company’s
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annual reports, news and earnings releas, communications between the Company and analysts, investors and the news media, nior management speeches and prentations and information contained on the Company’s Website.
Information Disclosure Standards
The Company conducts disclosure activities bad on, and in conformity with, the Financial Regulations and Exchange Act and all other applicable laws and regulations governing disclosure of material, non-public information to the investment community as well as rules concerning timely disclosure of corporate information by issuers of listed curities, as stipulated by the stock exchanges on which the Company’s shares are listed. The Company also actively disclos information that it believes to be uful in fostering a deeper understanding of the Company or that there is a substantial likelihood that a reasonable investor would consider important in determining whether to buy, ll or hold, or engage in other transactions concerning the company’s curities.
Information Disclosure Methods
In order for the information to which the disclosure standards apply to be considered public, it must be widely disminated in a manner making it generally available to investors such as in a press rele
a, such as in the Company’s filing with the U.S. Security and Exchange Commission (the “SEC”), or posting the information on its IR web site. Regarding other information, where the Company deems it to be uful in fostering an understanding of the
Company, the Company actively disclos information through the publication of an annual report and other published IR materials as well as through the distribution of press releas and postings on its IR website.
This policy prohibits all employees from discussing material, nonpublic company matters or developments with anyone outside the Company (including family members, relatives or friends), except as permitted by this policy. Nothing in this policy should be construed as prohibiting an employee from complying with local, state and federal laws and regulations, including tho dealing with reporting emergencies, to appropriate non-company agencies.
必然性推理Authorized Spokespersons and Their Responsibilities
Tho authorized by this policy to speak on behalf of the Company are the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer and the investor relations officers, wh ich include the Company’s external IR consultants.
论势Quiet Period
The Company has stipulated a quiet period beginning from veral weeks prior to reporting earnings through to the announcement of operating results for that quarter to prevent the leakage of earnings information and thus ensure fairness. During this quiet period, the Company will refrain from answering questions or making other comments pertaining to its upcoming earnings results and initiating meetings (in person or by phone) with investment analysts, curity holders, potential investors and the media on items significant to investors, other than responding to unsolicited inquiries concerning factual information. The quiet period does not, however, prohibit the Company from conferences and meetings with shareholder, analysts and other investors. For example, the Company may participate in investment meetings and conferences organized by other parties, as long as material information which has not been generally disclod, is not lectively disclod.
Respon to Third-Party Communications Regarding the Company
The Company’s policy is not to comment on or support information originating from third-party sources, such as blogs, chat boards, evaluations and earnings forecasts relating to the Company. However, the Company may attempt to correct errors or convey accurate information where it adjudg
es third-party communications to contain clear errors that can have a significant impact on the price of the Company’s curities.
Forward-Looking Statement天平山
The Company’s prentations and press releas may contain “forward-looking statements”. The statements are made under the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995. The forward−look ing statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook and quotations from management in this announce ment, as well as The Company’s strategic and operational plans, contain forward−looking statements. The Company may also make written or oral forward−looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”) on Forms20−F and 6−K, in its annual report to shareholders, in press releas and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Th e Company’s beliefs and expectations, are forward−looking statements. Forward−looking statements involve inherent risks and uncertainties. A number of factor
s could cau actual results to differ materially from tho contained in any forward−looking state ment, including but not limited to the following: the Company’s goals and strategies; the Company’s future business development, financial condition and results of operations; the expected growth of the online and mobile advertising, online video and mobile paid rvice markets in China; the Company’s reliance on online advertising and MIV AS for the majority of its total revenues; the Company’s expectations regarding demand for and market acceptance of its rvices; the Company’s expectations regarding the retention and strengthening of its relationships with advertirs, partners and customers; fluctuations in the Company’s quarterly operating results; the Company’s plans to enhance its ur experience, infrastructure and rvice offerings; the Company’s re liance on mobile operators in China to provide most of its MIV AS; changes by mobile operators in China to the their policies for MIV AS; competition in its industry in China; and relevant government policies and regulations relating to the Company. Further information regarding the and other risks is included in its registration statement on Form F−1, as amended, filed with the SEC. All information provided in this press relea and in the attachments is as of the date of this press relea, and The Company does not undertake any obligation to update any forward−looking statement, except as required under applicable law.
Non-GAAP Financial Measures
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To supplement the consolidated financial statements prented in accordance with the United States Generally Accepted Accounting Principles (“GAAP”), The Company us adjusted net income, gross margin excluding share-bad compensation, adjusted net margin and adjusted net income per diluted ADS, each of which is a non-GAAP financial measure. Adjusted net income is net income/(loss) attributable to The Company excluding share-bad compensation expens. Gross margin excluding share-bad compensation expens is gross profit with share-bad compensation expens added back, divided by total revenues; adjusted net margin is adjusted net income divided by total revenues; and adjusted net income per diluted ADS is adjusted net income divided by the weighted average diluted number of
面试指南ADS. The Company believes that parate analysis and exclusion of the non-cash impact of share-bad compensation adds clarity to the constituent parts of its performance. The Company reviews adjusted net income together with net income/(loss) to obtain a better understanding of its operating performance. It us this non-GAAP financial measure for planning and forecasting and measuring results against the forecast. The Company believes that using veral measures to evaluate its business allows both management and investors to asss the company’s performance against its competitors and u ltimately monitor its capacity to generate returns for its investors. The Company al
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so believes that non-GAAP adjusted net income is uful supplemental information for investors and analysts to asss its operating performance without the effect of non-cash share-bad compensation expens, which have been and will continue to be significant recurring expens in its business. However, the u of adjusted net income has material limitations as an analytical tool. One of the limitations of using non-GAAP adjusted net income is that it does not include all items that impact the Company’s net income/(loss) for the period. In addition, becau adjusted net income is not calculated in the same manner by all companies, it may not be comparable to other similar titled measures ud by other companies. In light of the foregoing limitations, adjusted net income should not be considered in isolation from or as an alternative to net income/(loss) prepared in accordance with U.S. GAAP.佐贺的超级阿嬷
