KZ [KONGZHONG] 20-F: (Original Filing)
[] [CONFIDENTIAL TREATMENT REQUESTED Wargaming.net/KONG “World of Tanks” Licensing Agreement Effective 26 August 2010 PARTIES: 1. WarGaming.net LLP, WGN 2. Beijing AirInbox Information Technologies Co., Ltd., 35F, Tengda Plaza, No.168 Xiwai Street, Haidian District, “KONG 3. WGN and KONG collectively shall be referred to as “Parties”. RECITALS: 1. World of Tanks KONG is a Beijing based developer and publisher of online] [CONFIDENTIAL TREATMENT REQUESTED First Amendment to Licensing Agreement First Amendment (this “Amendment”), dated as of May 11, 2012 (“Effective Date”) to the “Wargaming.net / KONG ‘World of Tanks’ Licensing Agreement” (the “Agreement”), dated as of August 26, 2010, by and among: 1. WarGaming.net LLP, WGN 2. Beijing AirInbox Information Technologies Co., Ltd., 35F, Tengda Plaza, No.168 Xiwai Street, Haidian District,] [SUBSCRIPTION AGREEMENT FOR SERIES A PREFERRED SHARES IN OURGAME INTERNATIONAL HOLDINGS LIMITED - 1 - CONTENTS Clause Page 1. INTERPRETATION 3 2 SALE AND PURCHASE 12 3 COMPLETION CONDITIONS 13 4 COMPLETION 16 5 17 6 UNDERTAKINGS AND ACKNOWLEDGEMENTS BY THE COMPANY 17 7 TERMINATION 21 8 INDEMNITIES AND GUARANTEE 22] [OURGAME INTERNATIONAL HOLDINGS LIMITED SONIC FORCE LIMITED, BLINK MILESTONES LIMITED AND LIU JIANG ELITE VESSELS LIMITED AND ZHANGRONGMING PROSPER MACROCOSM LIMITED AND SHENDONGRI ICONIC OCEAN LIMITED AND BAOYUEQIAO GOLDEN LIBERATOR LIMITED AND LONGQI CELESTIAL RADIANT LINMITED AND WULAN 北京联众互动网络股份有限公司 北京联众家园网络科技有限责任公司. AND CMC ACE HOLDINGS LIMITED KONGZHONG CORPORATION SHAREHOLDERS AGREEMENT CONTENTS Clause Page 1. INTERPRETATION 3 2 BOARD OF DIRECTORS 9] [Equitable Mortgage Over Shares in Ourgame International Holdings Limited 31 January, 2014 Sonic Force Limited Elite Vessels Limited (as Mortgagors) and CMC ACE HOLDINGS LIMITED KongZhong Corporation (as Mortgagees) This Equitable Mortgage Between: (1) 威音有限公司 Sonic Force Limited ( Mortgagor 1 ”); (2) Elite Vessels Limited Mortgagor 2 ”, Mortgagors (3) CMC ACE HOLDINGS LIMITED Mortgagee 1 (4) KongZhong Corporation] [THIS LETTER Parties Agreement Reference is made to the agreement entered into among the Parties on 31 January 2014 with respect to their interests in the Company (the “ The Parties hereby agree that in order to confirm and better reflect their mutual understanding that the put right set out in Clause 6.2 of the Agreement only be exercisable in] [THIS LETTER is Parties Shareholders’ Agreement Letter Agreement Reference is made to (1) the Shareholders’ Agreement dated January 31, 2014 (the “ Each of the Parties acknowledges and confirms that it/he is agreeing to enter into the Letter Agreement based on the following: (1) each of the Parties entered into the Shareholders’ Agreement with the intention to achieve a Qualified] [Cooperative Agreement for All-network Interactive Voice Response (IVR) Service Cooperative Agreement for All-network Interactive Voice Response (IVR) Service Signed in: Nanjing, Jiangsu Province, China Party A: China Mobile Group Jiangsu Co., Ltd. Party B: Beijing AirInbox Information Technologies Co., Ltd. Mailing Address: No.59, Huju Road, Nanjing Mailing Address: 33/F, Tengda Building, No.168, Xi Wai Ave, Haidian District, Beijing Zip Code:] [China Mobile Group Jiangsu Co., Ltd. Cooperative Agreement for All-network Interactive Voice Response (IVR) Service Signed in: Nanjing, Jiangsu Province Party A: China Mobile Group Jiangsu Co., Ltd. Party B: Beijing AirInbox Information Technologies Co., Ltd. Mailing Address: No.59, Huju Road, Nanjing Mailing Address: 33/F, Tengda Building, No.168, Xi Wai Ave., Haidian District, Beijing Zip Code: 210029 Zip Code: 100044] [China Mobile Group Jiangsu Co., Ltd. Cooperative Agreement for All-network Interactive Voice Response (IVR) Service Signed in: Nanjing, Jiangsu Province Party A: China Mobile Group Jiangsu Co., Ltd. Party B: Beijing AirInbox Information Technologies Co., Ltd. Mailing Address: No.59, Huju Road, Nanjing Mailing Address: 33/F, Tengda Building, No.168, Xi Wai Ave., Haidian District, Beijing Zip Code: 210029 Zip Code: 100044] [Agreement No. CU12-1001-2012-001580 Whole Network Value-Added Service SP Cooperation Agreement of China Unicom Master Agreement No.: _______ China Unicom Party A: Beijing AirInbox Information Technologies Co., Ltd Party B: November 1, 2012 1/52 Agreement No. CU12-1001-2012-001580 Contents Recitals Chapter 1 Whereas 4 Chapter 2 Basic Definitions 5 Chapter 3 Business Mode 5 Chapter 4 6 Chapter 5 Management Mechanism 9] [Commercial Information Confidential Mobile Value-added Service (Short Message) Agreement Contract No.: YYZX-YDZZ-12060261 Party A: Value-Added Service Operation Center of the China Telecom Corporation Limited Party B: Beijing AirInbox Information Technologies Co., Ltd 1 / 20 Contents Whereas Article 1 Definition Article 2 Cooperation Mode Article 3 Article 4 Work Interface and Maintenance Article 5 Fee Calculation and Settlement Article 6] [Cooperative Agreement for Mobile Phone Reading Content Agreement No.: This Agreement is entered into by and between the following parties: Party A: China Mobile Group Zhejiang Co., Ltd. Legal Representative: Mailing Address: No.288, Huan Cheng North Road, Hangzhou City, Zhejiang Province Zip Code: 310006 Tel: Party B: Nanjing Popular Net Books Culture Co., Ltd. Legal Representative: Lin Hu Mailing Address:] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of March 31, 2014 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 Shangshu Boer 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 Leilei Wang Chief Executive Officer] [kongzhong corporation Certification Jay Chang Chief Financial Officer] [通 商 律 师 事 务 所 Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837 Website: www.tongshang.com April 16, 2014 KongZhong Corporation th 35 No. 168 Xizhimenwai Street Beijing, China 100044 Dear Sirs, Yours faithfully, Commerce & Finance Law Offices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-8 (Nos. 333-122530, 333-132219, 333-140538 and 333-156640) and Form F-3 (No. 333-181459) of our reports dated April 16, 2014 relating to the consolidated financial statements of KongZhong Corporation, its subsidiaries and variable interest entities (collectively, the “Company”) and the effectiveness of]
