[] [Option Agreement THIS OPTION AGREEMENT Party A: KongZhong (China) Co., Ltd., Party B: Yang Li Party C: Guijun Wang Party D: Beijing Xinrui Network Technology Co., Ltd., WHEREAS 1. Party A is a wholly foreign-owned enterprise registered in the PRC. 2. Party D is a limited liability company registered in the PRC and licensed by relevant government authorities to hold] [EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT This Exclusive Technical Consulting and Services Agreement (the "Agreement") is entered into in Beijing as of February 8, 2009 between the following two parties. Party A: KongZhong (China) Co., Ltd. Party B: Beijing Xinrui Network Technology Co., Ltd., WHEREAS, 1. Party A ,a wholly foreign−owned enterprise registered in People's Republic of China (the "PRC",] [Share Pledge Agreement This Share Pledge Agreement (this “Agreement”) is entered into on February 8, 2009 in Beijing by and among the following parties: Party A: KongZhong (China) Co., Ltd., Party B: Beijing Xinrui Network Technology Co., Ltd., Party C: Guijun Wang Party D: Yang Li WHEREAS, 1. Party A is a wholly foreign owned company registered in the PRC.] [Business Operations Agreement This Business Operations Agreement (this “Agreement”) is entered into on the day of February 8, 2009, in Beijing by and among the following parties: Party A: KongZhong (China) Co., Ltd., Party B: Beijing Xinrui Network Technology Co., Ltd., Party C: Guijun Wang Yang Li Party D: WHEREAS: 1. Party A is a wholly foreign-owned enterprise registered in] [Power of Attorney Principal: Yang Li ID No.: 110104197708032533 Address: No. 210, Building 397, Guang’anmenwai Avenue, Xuanwu District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Beijing Xinrui Network Technology Co., Ltd., (“Xinrui”) The Principal, Yang Li, a citizen of the People’s Republic of China, hereby authorizes Mr. Leilei] [Power of Attorney Principal: Guijun Wang IDNo.: 110108197604075411 Address: No. 17, Andeli North Street Jia, East District, Beijing Agent: Leilei Wang IDNo.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Beijing Xinrui Network Technology Co., Ltd., (“Xinrui”) The Principal, Guijun Wang, a citizen of the People’s Republic of China, hereby authorizes Mr. Leilei Wang to] [Equity Transfer Agreement This Equity Transfer Agreement (hereinafter referred to as the “Agreement”) was signed on June 29, 2009 by and between: The First Party Tao Jia th Address: 35 The Second Party Longteng Gao Shareholder 1, ID No.: Address: Room 409, No. 267, West Hexiang Street, Siming District, Xiamen City, Fujian Province, China Jianguang Li Shareholder 2, ID No.:] [Option Agreement THIS OPTION AGREEMENT Party A Address: Rm.416 No.18, West Ring South Road, Beijing Economic and Technology Development Zone, Beijing Party B: Shareholder I, Jia Tao; ID No.: 110105197802109636 Address: 35F, Tengda Tower No.168 Xiwai Street Haidian District, Beijing, PRC. Shareholder II, Chen JuHong; ID NO.: 350203750427403 Address: Rm.17, No.442, South Road Siming, Siming District, Xiamen, Fujian, PRC Party] [EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT This Exclusive Technical Consulting and Services Agreement (the "Agreement") is entered into as of June 29, 2009, between the following two parties (“the Parties”). PARTY A: Address: PARTY B: Address: WHEREAS, 1. Party A , a wholly foreign−owned enterprise registered in People's Republic of China under the laws of PRC, with the resources of] [Share Pledge Agreement This Share Pledge Agreement (this “Agreement”) is entered into on June 29, 2009 by and among the following parties (“the Parties”): PARTY A: Simlife (Beijing) Science Co., Ltd. Address: Rm.416 No.18, West Ring South Road, Beijing Economic and Technology Development Zone, Beijing Party B: Shareholder I: Jia Tao; ID No.: 110105197802109636 Address: 35F, Tengda Tower No.168 Xiwai] [Business Operations Agreement This Business Operations Agreement (this “Agreement”) is entered into on the day of June 29, 2009 by and among the following parties (“the Parties”): Party A: Simlife (Beijing) Science Co., Ltd. Address: Rm.416 No.18, West Ring South Road, Beijing Economic and Technology Development Zone, Beijing Tax: 85894836 Tel: 85805125 Party B: Xiamen Xinreli Scientific and Technology Co,] [Power of Attorney Principal: Tao Jia ID No.: 110105197802109636 Address: 32F, Tengda Plaza, No.168 Xiwai Street, HaiDian District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Xiamen Xinreli Scientific and Technology Co., Ltd., Xinreli The Principal, Tao Jia, a citizen of the People’s Republic of China, hereby authorizes Mr.] [Power of Attorney Principal: Junhong Chen ID No.: 350203750427403 Address: Room 17, No.442 Siming South Road, Siming District, Xiamen, Fujian Province. Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Xiamen Xinreli Scientific and Technology Co., Ltd., Xinreli The Principal, Junhong Chen, a citizen of the People’s Republic of China, hereby] [EXECUTION VERSION SHARE PURCHASE AGREEMENT by and among KONGZHONG CORPORATION, SHANGHAI DACHENG NETWORK TECHNOLOGY CO., LTD., ZHEN YANG, LEILEI WANG, XIAOLONG LI, TONG ZHANG, and TIANSHU WU Dated as of December 15, 2009 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS Section 1.1 Definitions 1 Section 1.2 Other Defined Terms 9 Section 1.3 Interpretation and Rules of Construction 10] [EXECUTION VERSION First Amendment to the Share Purchase Agreement First Amendment Amendment Agreement Purchaser Company Sellers Recitals: WHEREAS NOW, THEREFORE 1. All capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings indicated in the Agreement. 2. Section 2.1 of the Agreement is hereby amended and restated in its entirety as follows: Sale and Purchase] [EXECUTION VERSION Second Amendment to the Share Purchase Agreement Second Amendment Amendment Agreement Purchaser Company Sellers Recitals: WHEREAS NOW, THEREFORE 1. The following definitions are hereby amended and restated in its entirety as follows: 2010 Financial Statements “ First Half 2010 Financial Statements “ Hong Kong Company “ NPAT “ 2. 3. Section 6.4(e) of the Agreement is hereby amended] [SHARE TRANSFER AGREEMENT This Agreement is entered into as of May 13, 2010 in Shanghai by and between the following parties: The Sellers: XIAOLONG LI (“PARTY A”) Address: No.37, Gulou West Avenue, Xicheng District, Beijing, the PRC. TONG ZHANG (“PARTY B”) Address: No. 5, Building 26, Shuangyu Shu, Haidian Street, Haidian District, Beijing, the PRC. TIANSHU WU (“PARTY C”) Address:] [Option Agreement This option agreement (this “Agreement”) is entered into by and among the following parties (the “Parties”) in Beijing, People’s Republic of China (“PRC”) on May 13, 2010. Party A: KONGZHONG CHINA CO., LTD., Party B: SHANGHAI DACHENG NETWORK TECHNOLOGY CO., LTD., Party C: ZHEN YANG Party B: LEILEI WANG WHEREAS 1. Party A is a wholly foreign-owned enterprise] [EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT This Exclusive Technical Consulting and Services Agreement (the "Agreement") is entered into in Beijing as of May 13, 2010 between the following two parties. Party A: KONGZHONG CHINA CO., LTD., Party B: SHANGHAI DACHENG NETWORK TECHNOLOGY CO., LTD. WHEREAS, 1. Party A, a wholly foreign −owned enterprise registered in People's Republic of China. 2.] [Share Pledge Agreement This Share Pledge Agreement (this “Agreement”) is entered into on May 13, 2010 in Beijing by and among the following parties: Party A: KONGZHONG CHINA CO., LTD., Party B: SHANGHAI DACHENG NETWORK TECHNOLOGY CO., LTD., Party C: ZHEN YANG Party D: LEILEI WANG WHEREAS, 1. Party A is a wholly foreign owned company registered in the PRC.] [Business Operations Agreement This Business Operations Agreement (this “Agreement”) is entered into on the day of May 13, 2010, in Beijing by and among the following parties: Party A: KongZhong China CO., LTD., Party B: SHANGHAI DACHENG NETWORK TECHNOLOGY CO., LTD. Party C: ZHEN YANG Party D: LEILEI WANG WHEREAS: 1. Party A is a wholly foreign-owned enterprise registered in] [Power of Attorney Principal: Zhen Yang ID No.: 3301 0619 6405 1804 90 Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Zhen Yang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder of SHANGHAI DACHENG NETWORK] [Confirm Letter May 13, 2010 To whom it may concern: Whereas I, Mr. Wang Leilei, am a shareholder of SHANGHAI DACHENG NETWORK TECHNOLOGY CO., LTD., (“Dacheng”). I hereby consent that the board of directors of KongZhong China Co., Ltd., (“KongZhong”) is entitled to appoint an agent to exercise all voting powers as a shareholder of Dacheng during the term of] [CMBJ-2009-00000144-SW-00000006 Contract Registration Number: 2 0 0 9 1 1 0 0 3 2 0 0 3 2 0 5 Contract for Technical Services (including technical training and technical intermediary) Game Business SP Cooperation Agreement 09DX026 China Mobile Group Beijing Co. Ltd. Trustor: (Party A) Beijing AirInbox Information Technologies Co. Ltd. Trustee: (Party B) Place of Signing: Haidian District, Beijing] [Contract Registration No.: 2 0 0 9 1 1 0 0 3 2 0 1 6 6 9 7 Technical Service Agreement (Including Technical Training and Technology Intermediary Services) Registered (seal) Agreement XS-0908-004 on Monternet Multimedia Messaging Services Principal: China Mobile Telecommunications Group Corporation (Party A) Agent: Beijing AirInbox Information Technologies Co., Ltd. (seal) (Party B) Place of Execution: Haidian] [Confidential Information Contract Registration Number: 2 0 1 0 1 1 0 0 3 2 0 0 1 2 7 8 Technical Service Agreement (Including Technical Training and Technology Intermediary Services) SP Agreement 0912-007 on Network-wide Value-added Service s Chin a United Telecommunications Corporation Principal: (Party A) Beijing AirInbox Information Technologies Co., Ltd. (seal) Agent: (Party B) Place of Execution:] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of [May 31], 2010 Name of the Subsidiaries or Consolidated Entities State or Jurisdiction of Incorporation Anjian Xingye Technology (Beijing) Co., Ltd. People’s Republic of China Beijing AirInbox Information Technologies Co., Ltd. People’s Republic of China Beijing Boya Wuji Technologies Co., Ltd. People’s Republic of China Beijing Chengxitong Information Technology] [CERTIFICATION I, Leilei Wang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [CERTIFICATION I, Jay Chang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [KONGZHONG CORPORATION Certification June 4, 2010 Leilei Wang Chief Executive Officer EX-13.1 50 v186785_ex13-1.htm] [KONGZHONG CORPORATION Certification June 4, 2010 Jay Chang Chief Financial Officer EX-13.2 51 v186785_ex13-2.htm] [KongZhong Corporation 35th Floor, Tengda Plaza No. 168 Xizhimenwai Street Beijing, China 100044 RE: KONGZHONG CORPORATION Dear Sirs/Madams, Company We have acted as legal advisors as to the People's Republic of China law to KongZhong Corporation, an exempted limited liability company incorporated in the Cayman Islands (the “ We hereby consent to the reference of our firm under the headings] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements on Form S-8 (Form S-8 Nos. 333-122530, 333-132219, 333-140538 and 333-156640) and Form F-3 (Form F-3 No. 333-159147) of our reports dated May 27, 2010 relating to the consolidated financial statements and the related financial statement schedule included in Schedule I of]