13D Filing: Right Advance Management Ltd. Files Update on Attempted Acquisition of KongZhong Corp (KONG)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101. Information to be
Included in Statements Filed

Pursuant to §240.13d-1(a) and Amendments
Thereto Filed

Pursuant to §240.13d-2(a))

UNDER SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

WANG Leilei

35th Floor, Tengda Plaza

No. 168 Xizhimenwai Street

Beijing, 100044, China

(86-10) 8857 5898

(Name, Address
and Telephone Number of Person

Authorized to Receive Notices and Communications)

February
17, 2016

(Date of Event which Requires Filing of
this Statement)

If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1 (e), 13d-1(f) or 13d-1(g), check the following box  ¨.

Note. Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7(b) for
other parties to whom copies are to be sent.

The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).

¹ Includes 64,424,120 Shares
represented by 1,610,603 American depositary shares of the Issuer.

² Based upon 1,882,073,063 Shares
outstanding as of December 31, 2014 as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December
31, 2014 filed on April 16, 2015.

¹ Based upon 1,882,073,063 Shares
outstanding as of December 31, 2014 as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December
31, 2014 filed on April 16, 2015.

¹ Includes (i) 253,257,440 Shares
held through Right Advance Management Ltd., which the Reporting Person beneficially owns and controls, (ii) 63,663,142 Shares held
through Chiming Bells International Limited., which the Reporting Person beneficially owns and controls, and (iii) 48,000,000 Shares
held in the name of the Reporting Person.

² Based upon 1,882,073,063 Shares
outstanding as of December 31, 2014 as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December
31, 2014 filed on April 16, 2015.

This Amendment No. 3 (this “Amendment
No. 3”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange
Commission (the “Commission”) on October 8, 2008, as amended pursuant to Amendment No. 1 to the Original Schedule 13D
filed with the Commission on January 14, 2010, and Amendment No. 2 to the Original Schedule 13D filed with the Commission on February
5, 2016. Unless specifically amended hereby, the disclosures set forth in the Original Schedule 13D, as amended, remain unchanged.

All capitalized terms used, but not defined,
in this Amendment No. 3 shall have the meanings given to them in the Original Schedule 13D, as amended.

Item 4 of the Original Schedule 13D is hereby
amended and restated in its entirety as follows:

On February 5, 2016, Mr. Wang, the chairman
and chief executive officer of the Issuer, Right Advance and Chiming Bells entered into a consortium agreement (the “Consortium
Agreement”) with IDG-Accel China Growth Fund II L.P. (“IDG Growth II”), and IDG-Accel China Investors II L.P.
(“IDG Investors II”, together with Mr.Wang, Right Advance, Chiming Bells, and IDG Growth II, the “Consortium”),
pursuant to which the Consortium will cooperate in good faith in connection with an acquisition transaction (the “Transaction”)
with respect to the Issuer. The Consortium Agreement provides, among other things, for: cooperation in arranging financing; engaging
advisors; admission of new Consortium members; cooperation in obtaining applicable governmental, statutory, regulatory or other
approvals, licenses, waivers or exemptions for the consummation of the transactions; and cooperation in preparing definitive documentation
with respect to the Transaction. During the period beginning on the date of the Consortium Agreement and ending on the earlier
of (i) the 12-month anniversary of the date of the Consortium Agreement and (ii) the termination of the Consortium Agreement on
the occurrence of other termination events, members of the Consortium have agreed to work exclusively with each other with respect
to the Transaction and not to (a) make a competing proposal for the acquisition of control of the Issuer or (b) acquire
or dispose of any securities of the Issuer.

On February 17, 2016, 上海宏流资产管理中心(有限合伙)(Shanghai
Trend Asset Management Center (Limited Partnership)) (“Shanghai Trend”), a PRC limited partnership, signed an adherence
agreement to the Consortium Agreement (the “Shanghai Trend Adherence Agreement”), pursuant to which Shanghai Trend
joined the Consortium. References to the “Consortium” or “Consortium Members” after February 17, 2016
shall include Shanghai Trend.

Mr. Wang and IDG Growth II have previously
submitted a preliminary non-binding proposal (the “Proposal”) to the Issuer’s board of directors in connection
with the Transaction. Under the Proposal, members of the Consortium proposed to acquire, through an acquisition vehicle to be formed
by them, all of the outstanding ordinary shares of the Company and ADSs not owned by them for US$8.56 per ADS or US$0.2140 per
ordinary share in cash, representing a premium of 21.8% to the closing price of the Issuer’s ADSs on June 26, 2015 and a
premium of approximately 20% to the average closing price of the Issuer’s ADSs during the last 30 trading days. The Proposal
also provides that, among other things, the Consortium will negotiate and execute definitive agreements with respect to the Transaction
that will include provisions typical for transactions of this type.

If the Transaction is completed, the Issuer’s
ADSs would be delisted from the NASDAQ Global Select Market, and the Issuer’s obligation to file periodic reports under the
Act would terminate. In addition, consummation of the Transaction could result in one or more of the actions specified in clauses
(a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary
transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving company in the merger), and
a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would become a privately held
company.

Other than as described above, none of the
Reporting Persons currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j)
of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or
change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of
the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital
structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans
or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation,
such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary
corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling
or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present board of directors or
management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the board of
directors; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s
business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments corresponding
thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities
of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Act; and taking any action similar to any of those enumerated
above.

References to the Consortium Agreement and
the Shanghai Trend Adherence Agreement in this statement are qualified in their entirety by reference to the Consortium Agreement
and the Shanghai Trend Adherence Agreement, copies of which are attached hereto as Exhibits 2 and 3 and incorporated herein by
reference in their entirety.

Item 6 of the Original Schedule 13D is
hereby amended and restated in its entirety as follows:

The Consortium Agreement and the Shanghai
Trend Adherence Agreement, which have been filed as Exhibit 2 and Exhibit 3 to this statement, are incorporated herein by reference
in their entirety. In addition, the information set forth in Items 3, 4 and 5 of this statement is incorporated by reference in
its entirety into this Item 6. To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting
Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency,
the occurrence of which would give another person voting power over the securities of the Issuer.

Exhibit 1⁽¹⁾: Joint Filing Agreement,
among each Reporting Person, dated February 5, 2016 by and among the Reporting Persons.

Exhibit 2⁽¹⁾: Consortium Agreement,
dated February 5, 2016 by and among Leilei Wang, Right Advance Management Ltd., Chiming Bells International Limited., IDG-Accel
China Growth Fund II L.P., and IDG-Accel China Investors II L.P.

Exhibit 3: Adherence Agreement dated February
17, 2016 by and among Shanghai Trend, Leilei Wang, Right Advance Management Ltd., Chiming Bells International Limited., IDG-Accel
China Growth Fund II L.P., and IDG-Accel China Investors II L.P.

___________

⁽¹⁾ Filed previously.

* * * * *

SIGNATURE

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 17, 2016

INDEX TO EXHIBITS

 _________

⁽¹⁾ Filed previously.