[Registration Number 333-159147 PROSPECTUS 156,000,000 ORDINARY SHARES Our American depositary shares, or ADSs, are traded on the Nasdaq Global Select Market under the symbol “KONG.” On May 22, 2009, the last reported sale price of our ADSs was US$7.70 per ADS. Risk Factors Investing in these securities involves certain risks. See “ The date of this prospectus is May 26,]
[Registration Number 333-159147 PROSPECTUS 156,000,000 ORDINARY SHARES Our American depositary shares, or ADSs, are traded on the Nasdaq Global Select Market under the symbol “KONG.” On May 22, 2009, the last reported sale price of our ADSs was US$7.70 per ADS. Risk Factors Investing in these securities involves certain risks. See “ The date of this prospectus is May 26,]
[Page 1.1 KongZhong Corporation A nnounces Changes to Share Repurchase Plan 4 continued competitive pressure in China ’ s wireless value-added services, wireless media and mobile games industries and the effect of such pressure on prices; unpredictable changes in technology, consumer demand and usage preferences in the market; th e state of and any change in the Company ’ s]
[Page 1.1 KongZhong Corporation A nnounces Changes to Share Repurchase Plan 4 continued competitive pressure in China ’ s wireless value-added services, wireless media and mobile games industries and the effect of such pressure on prices; unpredictable changes in technology, consumer demand and usage preferences in the market; th e state of and any change in the Company ’ s]
[FORM 6-K KONGZHONG CORPORATION 35/F, Tengda Plaza, No. 168 Xizhimenwai Street Beijing, China 100044 x Form 20-F o Form 40-F o o o Yes x No Page 1.1 9 KongZhong Corporation Reports Unaudited First Quarter 200 4]
[FORM 6-K KONGZHONG CORPORATION 35/F, Tengda Plaza, No. 168 Xizhimenwai Street Beijing, China 100044 x Form 20-F o Form 40-F o o o Yes x No Page 1.1 9 KongZhong Corporation Reports Unaudited First Quarter 200 4]
[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]
[] [Power of Attorney Principal: Yang Yang ID No.: 110104731027252 Address: 407, No. 397 Guang An Men Wai Avenue, Xuanwu District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Yang Yang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting] [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 The Principal, Yang Li, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Xuelei Wu ID No.: 110102197501140024 Address: No.23, Ningbo Street, Xicheng District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Xuelei Wu, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder of] [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 Technologies Co., Ltd. (“Beijing Xinrui”) The Principal, Yang Li, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Guijun Wang ID No.: 110108197604075411 Address: No. 17, Andeli North Street Jia, East District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Beijing Xinrui Network Technologies Co., Ltd. (“Beijing Xinrui”) The Principal, Guijun Wang, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Jingye Sun IDNo.: 110102197202232316 Address: No.7 Block A, building8, Fuwai Avenue, Xicheng District, Beijing. Agent: Zhou Yunfan IDNo.: 110102197411102374 Address: 13A, Building 9, South Garden, Guancheng, Madian Haidian District, Beijing The Principal, Jingye Sun, a citizen of the People’s Republic of China, hereby authorizes Mr. Yunfan Zhou to exercise all voting powers as a shareholder of] [Power of Attorney Principal: Li Ai ID No.: 110108197304238936 Address: No. 403, Unit 2, Building 7, Sanyi Xili, Xuanwu District, Beijing. Agent: Zhou Yunfan ID No.: 110102197411102374 Address: 13A, Building 9, South Garden, Guancheng, Madian Haidian District, Beijing The Principal, Li Ai, a citizen of the People’s Republic of China, hereby authorizes Mr. Yunfan Zhou to exercise all voting powers] [Power of Attorney Principal: Linguang Wu ID No.: 340104197202233015 Address: No. 159-204, Feixi Road No. 3, Shushan District, Hefei Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Linguang Wu, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Guijun Wang ID No.: 110108197604075411 Address: No. 17, Andeli North Street Jia, East District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Guijun Wang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Songlin Yang ID No.: Address: Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Songlin Yang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder of Beijing AirInbox Information Technologies Co. Ltd. (“Beijing] [Power of Attorney Principal: Zhen Huang ID No.: 610104197802191627 Address: NO.36, Jianhuaxi Lane, Lianhu District, Xi’an, Shanxi Province Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Zhen Huang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a] [Power of Attorney Principal: Jingye Sun ID No.: 110102197202232316 Address: No.7 Block A, Building8, Fuwai Avenue, Xicheng District, Beijing. Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiaoyang Yibin Hutong, Dongcheng District, Beijing The Principal, Jingye Sun, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder] [Power of Attorney Xu Guo ID No.: 110101197010212111 Address: No. 502, Unit 1, Building 9, Shenggubeili, Chaoyang District, Beijing Agent: Leilei Wang 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Xu Guo, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder] [Power of Attorney Yang Yang ID No.: 110104731027252 Address: 407, No. 397 Guang An Men Wai Avenue, Xuanwu District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Yang Yang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Li Ai ID No.: 110108197304238936 Address: No. 403, Unit 2, Building 7, Sanyi Xili, Xuanwu District, Beijing. Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiaoyang Yibin Hutong, Dongcheng District, Beijing. The Principal, Li Ai, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Letter of Undertaking ： Date To: KongZhong Information Technologies (Beijing) Co., Ltd (“KongZhong Beijing”) Dear Sir/Madam: Whereas: 1. 2. Shareholders of Beijing AirInbox have revoked aforesaid Power of Attorney according to the board resolution of KongZhong Beijing which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a) the Power] [Letter of Undertaking ： Date To: KongZhong Information Technologies (Beijing) Co., Ltd (“KongZhong Beijing”) Dear Sir/Madam: Whereas: 1. 2. Shareholders of Wireless Interactive have revoked the aforesaid Power of Attorney according to the board resolution of KongZhong Beijing which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a) the] [Letter of Undertaking ： Date To: KongZhong Information Technologies (Beijing) Co., Ltd (“KongZhong Beijing”) Dear Sir/Madam: Whereas: 1. 2. Shareholders of Chengxitong have revoked aforesaid Power of Attorney according to the board resolution of KongZhong Beijing which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a) the Power of] [Letter of Undertaking ： Date Anjian Xingye Technologies （ Beijing ） Co., Ltd. (“Anjian Xingye”) To: Dear Sir/Madam: Whereas: 1. 2. Shareholders of Beijing Xinrui have revoked aforesaid Power of Attorney according to the board resolution of Anjian Xingye which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a)] [Contract Registration No.: 2 0 0 8 1 1 0 0 3 2 0 1 2 6 1 6 Technical Service Agreement (Including Technical Training and Technology Intermediary Services) Registered (seal) Agreement 08DX039 on China Mobile’s WAP Service Principal: China Mobile Telecommunications Group Corporation (Party A) Agent: Beijing AirInbox Information Technologies Co., Ltd. (seal) (Party B) Place of Execution: Haidian] [Contract Registration No.: 2 0 0 8 1 1 0 0 3 2 0 0 9 7 4 9 TECHNICAL SERVICE AGREEMENT (Including Technical Training and Technology Intermediary Services) (Registered seal) Agreement 08DX028 on Monternet Short Message Services Principal: China Mobile Telecommunications Group Corporation (Beijing) Co., Ltd. (Party A) Agent: Beijing AirInbox Information Technologies Co., Ltd. (seal) (Party B) Place] [Contract Registration No.: 2 0 0 8 1 1 0 0 3 2 0 1 8 2 2 5 Technical Service Agreement (Including Technical Training and Technology Intermediary Services) Registered (seal) Agreement 08DX048 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] [Contract Registration No.: 2 0 0 9 1 1 0 0 3 2 0 0 1 1 8 8 TECHNICAL SERVICE AGREEMENT (Including Technical Training and Technology Intermediary Services) Registered (seal) Agreement 08DX104 on Interactive Voice Response Service Principal: China Mobile Telecommunications Group Corporation (Beijing) Co., Ltd. (Party A) Agent: Beijing AirInbox Information Technologies Co., Ltd. (Party B) Place of] [Reference No. DC – ZW – TD – 012 Lease Agreement No. DC-ZW-TD-12 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing AirInbox Information Technologies Co., Ltd. Article 1 Rental, Property Management Charge and Deposit Subsection 1 th Premises Lessor agrees to lease rooms 01/02/03/10/11 on the 7 Subsection 2 The lease term of the Premises shall] [Reference No. DC – ZW – TD – 07 Lease Agreement No. DC-ZW-TD-07 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: KongZhong China Article 1 Rental, Property Management Charge and Deposit Subsection 1 nd Premises Lessor agrees to lease room 08 on the 32 Subsection 2 The lease term of the Premises shall be six months, commencing] [Supplemental Agreement No.2 to the Lease Agreement No. DC-ZW-TD-07 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: KongZhong China Contract nd The Realty Lease Contract No. DC-ZW-TD-07 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty Lease Contract No. DC-ZW-TD-07] [Reference No. DC – ZW – TD – 06 Lease Agreement No. DC-ZW-TD-06 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing Xinrui Network Technologies Co., Ltd. Article 1 Rental, Property Management Charge and Deposit Subsection 1 th Premises Lessor agrees to lease room 08 on the 8 Subsection 2 The lease term of the Premises shall] [Supplemental Agreement No.2 to the Lease Contract No. DC-ZW-TD-06 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing Xinrui Network Technologies Co., Ltd. Contract th The Realty Lease Contract No. DC-ZW-TD-06 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty] [Joint and Several Liability Agreement Joint Lease Agreement Party A Party A: Beijing Gaoling Estate Development Co., Ltd. (hereinafter “ Party B Party B: Beijing AirInbox Information Technologies, Co., Ltd. (hereinafter “ Party C Party C: Beijing Boya Wuji Technologies Co., Ltd. (hereinafter “ Party D Party D: Beijing Wireless Interactive Network Technologies Co., Ltd. (hereinafter “ Party E Party] [Capital Contribution Transfer Agreement Hai Qi Jingye Sun and Li Ai Yang Yang According to the shareholders’ meeting resolution, 1 Hai Qi agrees to transfer his 30% equity interests in Beijing Wireless Interactive Network Technology Co. Ltd., to Jingye Sun. 2 Jingye Sun agrees to accept from Hai Qi the 30% equity interests in Beijing Wireless Interactive Network Technology Co.] [AMENDMENT TO SHARE PLEDGE AGREEMENT Agreement) parties This AMENDING AGREEMENT (this Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Beijing Wireless Interactive Network Technology Limited (WINT) Address: 8F-805, Tengda plaza, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Yang Yang Party C: Yang Yang] [AMENDMENT TO BUSINESS OPERATIONS AGREEMENT Agreement) parties This AMENDING AGREEMENT (this Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Beijing Wireless Interactive Network Technology Limited (WINT) Address: 8F-805, Tengda plaza, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Yang Yang Party C: Yang Yang] [AMENDMENT TO OPTION AGREEMENT Agreement) parties This AMENDING AGREEMENT (this Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Beijing Wireless Interactive Network Technology Limited (WINT) Address: 8F-805, Tengda plaza, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Yang Yang Party C: Yang Yang Address: 407, No.] [Capital Contribution Transfer Agreement Shaoying Zhang Yanli You Xu Guo Yang Yang According to the shareholders’ meeting resolution of Shanghai Mailifang Communications Ltd.(“Mailifang”), 1 Shaoying Zhang agrees to transfer her 55% equity interests in Mailifang to Xu Guo. 2 Xu Guo agrees to accept from Shaoying Zhang the 55% equity interests in Mailifang. 3 Yanli You agrees to transfer her] [Option Agreement THIS OPTION AGREEMENT Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Xu Guo Party C: Yang Yang Party D: Shanghai Mailifang Communications Ltd. Address: Room 112, No. 258, Guichang Road, Pudong New District, Shanghai. WHEREAS 1. Party A is a wholly foreign-owned] [EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT This Exclusive Technical Consulting and Services Agreement (the "Agreement") is entered into in Beijing as of April 1, 2009 between the following two parties. KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD. PARTY A: SHANGHAI MAILIFANG COMMUNICATIONS LTD. PARTY B: 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 April 1, 2009 in Beijing by and among the following parties: Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Shanghai Mailifang Communications Ltd. Address: Room 112, No. 258, Guichang Road, Pudong] [Business Operations Agreement This Business Operations Agreement (this “Agreement”) is entered into on the day of April 1, 2009, in Beijing by and among the following parties: Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Shanghai Mailifang Communications Ltd. Address: Room 112, No. 258,] [Supplemental Agreement No.4 to the Premises Lease Agreement No. TD0196 Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing AirInbox Information Technologies Co., Ltd. Contract th The Realty Lease Contract No. TD0196 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty Lease Contract] [Supplemental Agreement No.8 to the Premises Lease Agreement No. TD0130 Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing AirInbox Information Technologies Co., Ltd. Contract nd rd The Realty Lease Contract No. TD0130 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty Lease] [Supplemental Agreement No. 5 to the Premises Lease Agreement No. TD0131 Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: KongZhong Information Technologies (Beijing) Co., Ltd. th The Realty Lease Contract No. TD0131 signed by and between the Lessor and Lessee shall be expired on August 27, 2008; however the Lessee desires to continue leasing the entire 35 1. Effective from] [EXECUTION VERSION Dated March 18, 2009 among KongZhong Corporation, Leilei Wang and Nokia Growth Partners II, L.P. TABLE OF CONTENTS Page Recitals 1 Article I Purchase; Closing 1.1 Purchase 1 1.2 Closing 1 1.3] [EXECUTION VERSION First Amendment Amendment Purchase Agreement Company Sponsor Investor Recitals: WHEREAS, NOW, THEREFORE, 1. All capitalized terms used and not otherwise defined in this Amendment have the respective meanings indicated in the Purchase Agreement. 2. Section 2.2(b) of the Purchase Agreement is hereby amended and restated in its entirety as follows: Capitalization Capitalization Date “ 3. This Amendment shall] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of April 24, 2009 Name of the Subsidiaries 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 Co., Ltd. People’s] [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 29, 2009 EX-13.1 52 v146273_ex13-1.htm] [KONGZHONG CORPORATION Certification April 29, 2009 EX-13.2 53 v146273_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) of our reports dated April 24, 2009 relating to the consolidated financial statements of KongZhong Corporation and its subsidiaries and variable interest entities (the "Company") (which report expresses an unqualified] [April 20, 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 reports, dated May 15, 2006 and addressed to the board of directors of KongZhong Corporation, and to references]
[] [Power of Attorney Principal: Yang Yang ID No.: 110104731027252 Address: 407, No. 397 Guang An Men Wai Avenue, Xuanwu District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Yang Yang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting] [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 The Principal, Yang Li, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Xuelei Wu ID No.: 110102197501140024 Address: No.23, Ningbo Street, Xicheng District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Xuelei Wu, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder of] [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 Technologies Co., Ltd. (“Beijing Xinrui”) The Principal, Yang Li, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Guijun Wang ID No.: 110108197604075411 Address: No. 17, Andeli North Street Jia, East District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Beijing Xinrui Network Technologies Co., Ltd. (“Beijing Xinrui”) The Principal, Guijun Wang, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Jingye Sun IDNo.: 110102197202232316 Address: No.7 Block A, building8, Fuwai Avenue, Xicheng District, Beijing. Agent: Zhou Yunfan IDNo.: 110102197411102374 Address: 13A, Building 9, South Garden, Guancheng, Madian Haidian District, Beijing The Principal, Jingye Sun, a citizen of the People’s Republic of China, hereby authorizes Mr. Yunfan Zhou to exercise all voting powers as a shareholder of] [Power of Attorney Principal: Li Ai ID No.: 110108197304238936 Address: No. 403, Unit 2, Building 7, Sanyi Xili, Xuanwu District, Beijing. Agent: Zhou Yunfan ID No.: 110102197411102374 Address: 13A, Building 9, South Garden, Guancheng, Madian Haidian District, Beijing The Principal, Li Ai, a citizen of the People’s Republic of China, hereby authorizes Mr. Yunfan Zhou to exercise all voting powers] [Power of Attorney Principal: Linguang Wu ID No.: 340104197202233015 Address: No. 159-204, Feixi Road No. 3, Shushan District, Hefei Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Linguang Wu, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Guijun Wang ID No.: 110108197604075411 Address: No. 17, Andeli North Street Jia, East District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Guijun Wang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Songlin Yang ID No.: Address: Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Songlin Yang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder of Beijing AirInbox Information Technologies Co. Ltd. (“Beijing] [Power of Attorney Principal: Zhen Huang ID No.: 610104197802191627 Address: NO.36, Jianhuaxi Lane, Lianhu District, Xi’an, Shanxi Province Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Zhen Huang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a] [Power of Attorney Principal: Jingye Sun ID No.: 110102197202232316 Address: No.7 Block A, Building8, Fuwai Avenue, Xicheng District, Beijing. Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiaoyang Yibin Hutong, Dongcheng District, Beijing The Principal, Jingye Sun, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder] [Power of Attorney Xu Guo ID No.: 110101197010212111 Address: No. 502, Unit 1, Building 9, Shenggubeili, Chaoyang District, Beijing Agent: Leilei Wang 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Xu Guo, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder] [Power of Attorney Yang Yang ID No.: 110104731027252 Address: 407, No. 397 Guang An Men Wai Avenue, Xuanwu District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Yang Yang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Li Ai ID No.: 110108197304238936 Address: No. 403, Unit 2, Building 7, Sanyi Xili, Xuanwu District, Beijing. Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiaoyang Yibin Hutong, Dongcheng District, Beijing. The Principal, Li Ai, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Letter of Undertaking ： Date To: KongZhong Information Technologies (Beijing) Co., Ltd (“KongZhong Beijing”) Dear Sir/Madam: Whereas: 1. 2. Shareholders of Beijing AirInbox have revoked aforesaid Power of Attorney according to the board resolution of KongZhong Beijing which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a) the Power] [Letter of Undertaking ： Date To: KongZhong Information Technologies (Beijing) Co., Ltd (“KongZhong Beijing”) Dear Sir/Madam: Whereas: 1. 2. Shareholders of Wireless Interactive have revoked the aforesaid Power of Attorney according to the board resolution of KongZhong Beijing which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a) the] [Letter of Undertaking ： Date To: KongZhong Information Technologies (Beijing) Co., Ltd (“KongZhong Beijing”) Dear Sir/Madam: Whereas: 1. 2. Shareholders of Chengxitong have revoked aforesaid Power of Attorney according to the board resolution of KongZhong Beijing which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a) the Power of] [Letter of Undertaking ： Date Anjian Xingye Technologies （ Beijing ） Co., Ltd. (“Anjian Xingye”) To: Dear Sir/Madam: Whereas: 1. 2. Shareholders of Beijing Xinrui have revoked aforesaid Power of Attorney according to the board resolution of Anjian Xingye which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a)] [Contract Registration No.: 2 0 0 8 1 1 0 0 3 2 0 1 2 6 1 6 Technical Service Agreement (Including Technical Training and Technology Intermediary Services) Registered (seal) Agreement 08DX039 on China Mobile’s WAP Service Principal: China Mobile Telecommunications Group Corporation (Party A) Agent: Beijing AirInbox Information Technologies Co., Ltd. (seal) (Party B) Place of Execution: Haidian] [Contract Registration No.: 2 0 0 8 1 1 0 0 3 2 0 0 9 7 4 9 TECHNICAL SERVICE AGREEMENT (Including Technical Training and Technology Intermediary Services) (Registered seal) Agreement 08DX028 on Monternet Short Message Services Principal: China Mobile Telecommunications Group Corporation (Beijing) Co., Ltd. (Party A) Agent: Beijing AirInbox Information Technologies Co., Ltd. (seal) (Party B) Place] [Contract Registration No.: 2 0 0 8 1 1 0 0 3 2 0 1 8 2 2 5 Technical Service Agreement (Including Technical Training and Technology Intermediary Services) Registered (seal) Agreement 08DX048 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] [Contract Registration No.: 2 0 0 9 1 1 0 0 3 2 0 0 1 1 8 8 TECHNICAL SERVICE AGREEMENT (Including Technical Training and Technology Intermediary Services) Registered (seal) Agreement 08DX104 on Interactive Voice Response Service Principal: China Mobile Telecommunications Group Corporation (Beijing) Co., Ltd. (Party A) Agent: Beijing AirInbox Information Technologies Co., Ltd. (Party B) Place of] [Reference No. DC – ZW – TD – 012 Lease Agreement No. DC-ZW-TD-12 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing AirInbox Information Technologies Co., Ltd. Article 1 Rental, Property Management Charge and Deposit Subsection 1 th Premises Lessor agrees to lease rooms 01/02/03/10/11 on the 7 Subsection 2 The lease term of the Premises shall] [Reference No. DC – ZW – TD – 07 Lease Agreement No. DC-ZW-TD-07 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: KongZhong China Article 1 Rental, Property Management Charge and Deposit Subsection 1 nd Premises Lessor agrees to lease room 08 on the 32 Subsection 2 The lease term of the Premises shall be six months, commencing] [Supplemental Agreement No.2 to the Lease Agreement No. DC-ZW-TD-07 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: KongZhong China Contract nd The Realty Lease Contract No. DC-ZW-TD-07 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty Lease Contract No. DC-ZW-TD-07] [Reference No. DC – ZW – TD – 06 Lease Agreement No. DC-ZW-TD-06 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing Xinrui Network Technologies Co., Ltd. Article 1 Rental, Property Management Charge and Deposit Subsection 1 th Premises Lessor agrees to lease room 08 on the 8 Subsection 2 The lease term of the Premises shall] [Supplemental Agreement No.2 to the Lease Contract No. DC-ZW-TD-06 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing Xinrui Network Technologies Co., Ltd. Contract th The Realty Lease Contract No. DC-ZW-TD-06 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty] [Joint and Several Liability Agreement Joint Lease Agreement Party A Party A: Beijing Gaoling Estate Development Co., Ltd. (hereinafter “ Party B Party B: Beijing AirInbox Information Technologies, Co., Ltd. (hereinafter “ Party C Party C: Beijing Boya Wuji Technologies Co., Ltd. (hereinafter “ Party D Party D: Beijing Wireless Interactive Network Technologies Co., Ltd. (hereinafter “ Party E Party] [Capital Contribution Transfer Agreement Hai Qi Jingye Sun and Li Ai Yang Yang According to the shareholders’ meeting resolution, 1 Hai Qi agrees to transfer his 30% equity interests in Beijing Wireless Interactive Network Technology Co. Ltd., to Jingye Sun. 2 Jingye Sun agrees to accept from Hai Qi the 30% equity interests in Beijing Wireless Interactive Network Technology Co.] [AMENDMENT TO SHARE PLEDGE AGREEMENT Agreement) parties This AMENDING AGREEMENT (this Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Beijing Wireless Interactive Network Technology Limited (WINT) Address: 8F-805, Tengda plaza, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Yang Yang Party C: Yang Yang] [AMENDMENT TO BUSINESS OPERATIONS AGREEMENT Agreement) parties This AMENDING AGREEMENT (this Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Beijing Wireless Interactive Network Technology Limited (WINT) Address: 8F-805, Tengda plaza, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Yang Yang Party C: Yang Yang] [AMENDMENT TO OPTION AGREEMENT Agreement) parties This AMENDING AGREEMENT (this Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Beijing Wireless Interactive Network Technology Limited (WINT) Address: 8F-805, Tengda plaza, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Yang Yang Party C: Yang Yang Address: 407, No.] [Capital Contribution Transfer Agreement Shaoying Zhang Yanli You Xu Guo Yang Yang According to the shareholders’ meeting resolution of Shanghai Mailifang Communications Ltd.(“Mailifang”), 1 Shaoying Zhang agrees to transfer her 55% equity interests in Mailifang to Xu Guo. 2 Xu Guo agrees to accept from Shaoying Zhang the 55% equity interests in Mailifang. 3 Yanli You agrees to transfer her] [Option Agreement THIS OPTION AGREEMENT Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Xu Guo Party C: Yang Yang Party D: Shanghai Mailifang Communications Ltd. Address: Room 112, No. 258, Guichang Road, Pudong New District, Shanghai. WHEREAS 1. Party A is a wholly foreign-owned] [EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT This Exclusive Technical Consulting and Services Agreement (the "Agreement") is entered into in Beijing as of April 1, 2009 between the following two parties. KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD. PARTY A: SHANGHAI MAILIFANG COMMUNICATIONS LTD. PARTY B: 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 April 1, 2009 in Beijing by and among the following parties: Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Shanghai Mailifang Communications Ltd. Address: Room 112, No. 258, Guichang Road, Pudong] [Business Operations Agreement This Business Operations Agreement (this “Agreement”) is entered into on the day of April 1, 2009, in Beijing by and among the following parties: Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Shanghai Mailifang Communications Ltd. Address: Room 112, No. 258,] [Supplemental Agreement No.4 to the Premises Lease Agreement No. TD0196 Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing AirInbox Information Technologies Co., Ltd. Contract th The Realty Lease Contract No. TD0196 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty Lease Contract] [Supplemental Agreement No.8 to the Premises Lease Agreement No. TD0130 Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing AirInbox Information Technologies Co., Ltd. Contract nd rd The Realty Lease Contract No. TD0130 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty Lease] [Supplemental Agreement No. 5 to the Premises Lease Agreement No. TD0131 Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: KongZhong Information Technologies (Beijing) Co., Ltd. th The Realty Lease Contract No. TD0131 signed by and between the Lessor and Lessee shall be expired on August 27, 2008; however the Lessee desires to continue leasing the entire 35 1. Effective from] [EXECUTION VERSION Dated March 18, 2009 among KongZhong Corporation, Leilei Wang and Nokia Growth Partners II, L.P. TABLE OF CONTENTS Page Recitals 1 Article I Purchase; Closing 1.1 Purchase 1 1.2 Closing 1 1.3] [EXECUTION VERSION First Amendment Amendment Purchase Agreement Company Sponsor Investor Recitals: WHEREAS, NOW, THEREFORE, 1. All capitalized terms used and not otherwise defined in this Amendment have the respective meanings indicated in the Purchase Agreement. 2. Section 2.2(b) of the Purchase Agreement is hereby amended and restated in its entirety as follows: Capitalization Capitalization Date “ 3. This Amendment shall] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of April 24, 2009 Name of the Subsidiaries 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 Co., Ltd. People’s] [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 29, 2009 EX-13.1 52 v146273_ex13-1.htm] [KONGZHONG CORPORATION Certification April 29, 2009 EX-13.2 53 v146273_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) of our reports dated April 24, 2009 relating to the consolidated financial statements of KongZhong Corporation and its subsidiaries and variable interest entities (the "Company") (which report expresses an unqualified] [April 20, 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 reports, dated May 15, 2006 and addressed to the board of directors of KongZhong Corporation, and to references]
[CUSIP NO. 50047P104 13 G Page 2 of 12 1 NAME OF REPORTING PERSONS Nokia Growth Partners II, L.P. (NGP) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE]
