Kongzhong Corp – ‘8-A12G’ on 6/29/04

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Kongzhong Corporation                                  3     11K 

Document Table of Contents

8-A12G
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================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

----------

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)

                                                        [Enlarge/Download Table]
                                                                                                    
                         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                                                          
----------------                                              
(If applicable).                                              

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:     

None
(Title of Class)

 -------------

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:     

                                                                [Download Table]

               TITLE OF EACH CLASS               NAME OF EACH EXCHANGE ON WHICH
               TO BE SO REGISTERED               EACH CLASS IS TO BE REGISTERED
               -------------------               ------------------------------
                                                                               
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.                                                                         

================================================================================

8-A12G
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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).                                               

8-A12G
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 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                            
                                     -------------------------------------------
            Name:  Yunfan Zhou
                                     Title: Chairman and Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
Filed on:		6/29/04		3
		6/4/04		2					F-1
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