KZ [KONGZHONG] F-3: (Original Filing)

[] [Our ref RDS\304101\5304600v3 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com KongZhong Corporation 35th Floor, Tengda Plaza No. 168 Xizhimenwai Street Beijing 100044 People’s Republic of China 16 May 2012 Dear Sir KongZhong Corporation Company Registration Statement Commission Act Ordinary Shares We act as Cayman Islands counsel for KongZhong Corporation (the " 1 DOCUMENTS REVIEWED Documents We have reviewed originals, copies,] [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 this Registration Statement on Form F-3 of our reports dated April 16, 2012 relating to the consolidated financial statements of KongZhong Corporation and its subsidiaries and variable interest entities (the "Company") and the effectiveness of the Company’s internal control over financial reporting, appearing in the]

KZ [KONGZHONG] F-3:

[] [Our ref RDS\304101\5304600v3 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com KongZhong Corporation 35th Floor, Tengda Plaza No. 168 Xizhimenwai Street Beijing 100044 People’s Republic of China 16 May 2012 Dear Sir KongZhong Corporation Company Registration Statement Commission Act Ordinary Shares We act as Cayman Islands counsel for KongZhong Corporation (the " 1 DOCUMENTS REVIEWED Documents We have reviewed originals, copies,] [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 this Registration Statement on Form F-3 of our reports dated April 16, 2012 relating to the consolidated financial statements of KongZhong Corporation and its subsidiaries and variable interest entities (the "Company") and the effectiveness of the Company’s internal control over financial reporting, appearing in the]

KZ [KONGZHONG] 20-F:

[] [AMENDMENT TO EXCLUSIVE TECHNICAL AND CONSULTING AGREEMENT This amendment agreement (this Amendment) is entered into by and among the following parties (the Parties) on April 12, 2012 in Beijing. ) Party A: Simlife (Beijing Party B: Xiamen Xinreli Scientific and Technology Co,Ltd. This Amendment is the supplement to the exclusive technical and consulting agreement (the Agreement) entered into by Party] [Cooperative Agreement for China Mobile Game Business SP China Mobile Group Jiangsu Company Limited Party A: Mailing Add.: No.59 Huju Road, Nanjing City, Jiangsu Province, P.R.China Post Code: 210029 Tel.: 13800250222 Fax No.: 025-68906678 Deposit Bank: Hongqiao Banking Office of Agricultural Bank of China Account No.: 033111004040000340 and Beijing AirInbox Information Technologies Co., Ltd. Party B: Mailing Add.: 33F., Tengda] [Cooperative Agreement for China Mobile Game Business SP China Mobile Group Jiangsu Company Limited Party A: Mailing Add.: No.59 Huju Road, Nanjing City, Jiangsu Province, P.R.China Post Code: 210029 Tel.: 13800250222 Fax No.: 025-68906678 Deposit Bank: Hongqiao Banking Office of Agricultural Bank of China Account No.: 033111004040000340 and Beijing Wireless Interactive Network Technologies Co., Ltd., Party B: Mailing Add.: 33F.,] [Contract Registration No.: 2 0 1 1 1 1 0 0 3 3 0 0 0 3 5 5 TECHNICAL SERVICE CONTRACT (Including Technical Training and Technical Intermediate Service) Cooperative Agreement for Interactive Voice Response (IVR) of China Mobile Group Beijing Company Limited XS-1109-003 China Mobile Group Beijing Company Limited Client: (Party A) Beijing AirInbox Information Technologies Co., Ltd. Agent:] [Contract Registration No.: 2011110033000359 Registered TECHNICAL SERVICE CONTRACT (Including Technical Training and Technical Intermediate Service) Cooperative Agreement for Monternet MMS of China Mobile Group Beijing Company Limited XS-1109-002 China Mobile Group Beijing Company Limited Client: (Party A) Beijing AirInbox Information Technologies Co., Ltd. Agent: (Party B) Haidian Beijing Signing Place: Valid as from: August.1st, 2011 until July.31st, 2012 1 Cooperative] [SHARE PURCHASE AGREEMENT by and among KongZhong Corporation, Noumena Innovation (BVI) Ltd., Brilliant International Limited, Noumena Productions Limited, Xin Pang, Chuang Xu, Winged Tiger Limited, Rational Trading (BVI) Limited, Pei-Jen Chang, Michael Tse, Victor Su, Timothy Wang, Alan Young, and Steven Hong Dated as of Feb 15, 2012 THIS SHARE PURCHASE AGREEMENT Agreement exempted company with limited liability organized and] [Assets Transfer Agreement by and between Beijing Noumena Innovations Co., Ltd. Pang Xin Xu Chuang and Kongzhong (China) Co., Ltd. February 10, 2012 This Assets Transfer Agreement (hereinafter referred to as "the Agreement") is signed between and by the following parties at Beijing in the People's Republic of China (hereinafter referred to as "China ") on February 10, 2012: Beijing] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of March 31, 2012 Name of the Subsidiaries or Consolidated Entities State or Jurisdiction of Incorporation 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 Co., Ltd. People’s Republic of China Beijing Shiyuan Leya Culture] [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 April 16, 2012 Leilei Wang Chief Executive Officer] [kongzhong corporation Certification April 16, 2012 Jay Chang Chief Financial Officer] [[Letterhead of King & Wood Mallesons] April 16, 2012 KongZhong Corporation th 35 No. 168 Xizhimenwai Street Beijing, China 100044 Dear Sirs, Yours faithfully, King & Wood Mallesons] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-122530, 333-132219, 333-140538 and 333-156640) and Form F-3 (No. 333-159147) of our reports dated April 16, 2012 relating to the consolidated financial statements of KongZhong Corporation and its subsidiaries and variable interest entities (the "Company") and the effectiveness]

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