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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KONGZHONG CORPORATION
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS NOT APPLICABLE
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
8/F, TOWER A, YUETAN BUILDING
NO. 2 YUETAN NORTH STREET
BEIJING, CHINA 100045
(8610) 6808-1818 NOT APPLICABLE
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM
RELATES: 333-116172
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(If applicable).
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
(Title of Class)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Ordinary shares, par value $0.0000005 per share Nasdaq National Market*
* Not for trading, but only in connection with the quotation on the Nasdaq
National Market of American Depositary Shares, each representing 40 ordinary
shares.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the securities to be registered that appears under the
captions "Description of share capital" and "Description of American Depositary
Shares" contained in the prospectus constituting Part I of the registrant's
registration statement on Form F-1 (No. 333-116172), as filed under the
Securities Act of 1933 on June 4, 2004, as amended, is hereby incorporated by
reference in answer to this item.
ITEM 2. EXHIBITS.
1. Copy of Specimen of Share Certificate (incorporated by reference from
Exhibit 4.1 to the registrant's registration statement on Form F-1).
2. Amended and Restated Memorandum and Articles of Association (incorporated
by reference from Exhibit 3.1 to the registrant's registration statement on
Form F-1).
3. Shareholders Agreement (incorporated by reference from Exhibit 4.4 to the
registrant's registration statement on Form F-1).
4. Form of Deposit Agreement among the registrant, Citibank, N.A., as
depositary, and the Holders and Beneficial Owners of American Depositary
Shares hereunder, including the form of American Depositary Receipt)
(incorporated by reference from Exhibit 1 to the registrant's registration
statement on Form F-6).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
KongZhong Corporation
Date: June 29, 2004 By: /s/ Yunfan Zhou
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Name: Yunfan Zhou
Title: Chairman and Chief Executive Officer