[FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KongZhong Corporation Not Applicable Cayman Islands Not applicable (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 35th Floor, Tengda Plaza No. 168 Xizhimenwai Street Beijing 100044 People’s Republic of China (+86-10) 8857-6000 CT Corporation System 111 Eighth Avenue New York, New York 10011 (+1-212) 894-8940 (Name,] [Registration Rights Agreement Dated March 18, 2009 by and between KongZhong Corporation and Nokia Growth Partners II, L.P. TABLE OF CONTENTS Page Recitals 1 Section 1. Certain Definitions. 1 Section 2. F-3 Registration. 3 Section 3. Registration Procedures 4] [To: KongZhong Corporation 35th Floor, Tengda Plaza No. 168 Xizhimenwai Street Beijing 100044 People’s Republic of China 12 May 2009 Dear Sir KongZhong Corporation Company Registration Statement Commission Act Note Ordinary Shares We act as Cayman Islands counsel for KongZhong Corporation (the " 1 DOCUMENTS REVIEWED Documents We have reviewed originals, copies, drafts or conformed copies of the following documents] [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 references to our firm under the headings] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ’ We consent to the incorporation by reference in the Registration Statement on Form F-3 of our reports dated April 24, 2009 relating to the consolidated financial statements of KongZhong Corporation, its subsidiaries and variable interest entities (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the] [May 8, 2009 The Directors KongZhong Corporation 35/F Tenda Plaza, No. 168 Xiwai Street, Haidian District, Beijing, China Post Code: 100044 Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED We hereby consent to the references to our name and our financial appraisal report, dated May 15, 2006 and addressed to the board of directors of KongZhong Corporation, and to references]