As filed with the Securities and Exchange Commission on June 22, 2004
Registration No. 333 - 116228
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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KongZhong Corporation
(Exact name of issuer of deposited securities as specified in its charter)
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Not Applicable
(Translation of issuer's name into English)
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The Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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111 Wall Street
New York, New York 10043
(212) 657-5100
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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CT Corporation System
111 Eighth Avenue (13th floor)
New York, New York 10011
(212) 894-8600
(Address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Chun Wei, Esq. Herman H. Raspe, Esq.
Sullivan & Cromwell LLP Patterson, Belknap, Webb & Tyler LLP
28th Floor 1133 Avenue of the Americas
Nine Queen's Road Central, New York, New York 10036
Hong Kong
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It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |X|
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
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American Depositary Shares, each N/A N/A N/A N/A
representing forty (40) ordinary
shares of KongZhong Corporation
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* Each unit represents 100 American Depositary Shares.
** Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of American Depositary Shares.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
This Pre-Effective Amendment No. 1 to the Registration Statement may be
executed in any number of counterparts, each of which shall be deemed an
original, and all of such counterparts together shall constitute one and
the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADS")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraphs (16) and (17).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of ADSs
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- -------------------------------------------------
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
the underlying securities (7), (9) and (10).
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company will be subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, will file certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be inspected by holders of ADSs and copied at
public reference facilities maintained by the Commission located at Judiciary
Plaza, 450 Fifth Street, N.W. (Room 1024), Washington D.C. 20549, and at the
principal executive office of the depositary, and may be retrieved from the
Commission's website at www.sec.gov.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Deposit Agreement filed as
Exhibit (a) to this Pre-Effective Amendment No. 1 to Registration
Statement on Form F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Deposit Agreement, by and among KongZhong Corporation (the
"Company"), Citibank, N.A., as depositary (the "Depositary"), and
all Holders and Beneficial Owners of American Depositary Shares
issued thereunder ("Deposit Agreement"). -- Filed herewith as
Exhibit (a).
(b) Any other agreement to which the Depositary is a party relating to
the issuance of the American Depositary Shares registered hereunder
or the custody of the deposited securities represented thereby. --
None.
(c) Every material contract relating to the deposited securities between
the Depositary and the issuer of the deposited securities in effect
at any time within the last three years. -- None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. -- Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages to the Registration Statement on Form F-6 (File No.
333 - 116228) previously filed with the Commission on June 7, 2004.
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Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office
of the Depositary in the United States, for inspection by holders of
the ADSs, any reports and communications received from the issuer of
the deposited securities which are both (1) received by the
Depositary as the holder of the deposited securities, and (2) made
generally available to the holders of the underlying securities by
the issuer.
(b) If the amount of fees charged is not disclosed in the prospectus,
the Depositary undertakes to prepare a separate document stating the
amount of any fee charged and describing the service for which it is
charged and to deliver promptly a copy of such fee schedule without
charge to anyone upon request. The Depositary undertakes to notify
each registered holder of an ADS thirty (30) days before any change
in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Deposit Agreement, by and among KongZhong Corporation, Citibank, N.A., as
depositary, and all Holders and Beneficial Owners from time to time of American
Depositary Shares to be issued thereunder, certifies that it has reasonable
grounds to believe that all the requirements for filing on Form F-6 are met and
has duly caused this Pre-Effective Amendment No. 1 to Registration Statement on
Form F-6 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 22nd day of June,
2004.
Legal entity created by the Deposit
Agreement under which the American
Depositary Shares registered hereunder
are to be issued, each American
Depositary Share representing forty (40)
ordinary shares, par value $0.0000005
per share, of KongZhong Corporation.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Susan A. Lucanto
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Name: Susan A. Lucanto
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
KongZhong Corporation certifies that it has reasonable grounds to believe that
all the requirements for filing on Form F-6 are met and has duly caused this
Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed
on its behalf by the undersigned thereunto duly authorized, in Hong Kong, on
June 22, 2004.
KONGZHONG CORPORATION
By: /s/ Yunfan Zhou
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Name: Yunfan Zhou
Title: Chairman and CEO
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 has
been signed by the following persons in the following capacities on June 22,
2004.
Signature Name and Title
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/s/ Yunfan Zhou Yunfan Zhou, Chairman and Chief
------------------------------- Executive Officer
/s/ Nick Yang Nick Yang, Director, President and
------------------------------- Chief Technology Officer
/s/ Richard Wei Richard Wei, Chief Financial Officer
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** Yang Yang, Controller
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* Fan Zhang, Director
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* Charlie Y. Shi, Independent Director
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* Yongqiang Qian, Independent Director
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Authorized Representative in the U.S.
/s/ Gregory F. Lavelle Gregory F. Lavelle, Puglisi & Associates
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*signed by Yunfan Zhou as an attorney-in-fact.
**signed by Richard Wei as an attorney-in-fact.
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Form of Deposit Agreement
(d) Opinion of counsel to the Depositary