Exhibit
4.50

    


    Business
Operations Agreement

     

    This
Business Operations Agreement (this “Agreement”) is entered into on the day of
February 8, 2009, in Beijing by and among the following parties:

    


    
      Party
A:                                KongZhong (China)
Co., Ltd.,

    

    


    Party
B:                                Beijing Xinrui
Network Technology Co., Ltd.,

    


    Party
C:                                Guijun Wang

    


    Party
D:                                Yang Li

    


    WHEREAS:

    


    
      	
              1.

            	
              Party
      A is a wholly foreign-owned enterprise registered in the
    PRC;

            


    

    


    
      	
              2.

            	
              Party
      B, a wholly domestic-owned company registered in the PRC, is approved by
      relevant government authorities to engage in the value-added
      telecommunications service;

            


    

    


    
      	
              3.

            	
              A
      business relationship has been established between Party A and Party B by
      entering into Exclusive
      Technical Consulting and Services Agreement, under which Party B
      shall pay all incomes from main business operations to Party A, and
      subsequently the daily operation of Party B will have a material impact on
      its payment capacity to Party A;

            


    

    


    
      	
              4.

            	
              Party
      C and party D are all shareholders of Party B (the “Shareholders of Party
      B”), which own 51% and 49% equity in Party B
  respectively.

            


    

    


    Party A,
Party B, Party C and Party D, through friendly negotiation in the principle of
equality and common interest, hereby jointly agree the following:

    


    
      	
              1.

            	
              Non-action
      Obligation

            


    

    


    In order
to ensure Party B’s performance of the agreements between Party A and Party B
and all its obligations to Party A, Party B together with its shareholders Party
C and Party D hereby jointly confirm and agree that Party B will not conduct any
transaction which may materially affect its assets, obligations, rights or the
company’s operation unless a prior written consent from Party A or another Party
appointed by Party A, including but not limited to the following contents, has
been obtained:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              1.1

            	
              To
      conduct any business which is beyond normal business
      operations;

            


    

    


    
      	
              1.2

            	
              To
      borrow money or incur any debt from any third
  party;

            


    

    


    
      	
              1.3

            	
              To
      change or dismiss any directors or to dismiss and replace any senior
      management officers;

            


    

    


    
      	
              1.4

            	
              To
      sell to or acquire from any third party any assets or rights exceeding RMB
      10 thousand Yuan, including but not limited to any intellectual property
      rights;

            


    

    


    
      	
              1.5

            	
              To
      provide guarantee for any third party with its assets or intellectual
      property rights or to provide any other guarantee or to place its assets
      under any other obligations;

            


    

    


    
      	
              1.6

            	
              To
      amend the Articles of Association of the company or to change its scope of
      business;

            


    

    


    
      	
              1.7

            	
              To
      change the normal business process or modify any material by
      laws;

            


    

    


    
      	
              1.8

            	
              To
      assign rights and obligations under this Agreement to any third
      party.

            


    

    


    
      	
              2.

            	
              Management
      of Operation and Arrangements of HR

            


    

    


    
      	
              2.1

            	
              Party
      B together with its shareholders Party C and Party D hereby jointly agree
      to accept and strictly enforce the proposals in respect of the employment
      and dismissal of its employees, the daily business management and
      financial management, etc., provided by Party A from time to
      time.

            


    

    


    
      	
              2.2

            	
              Party
      B together with the Shareholders of Party B hereby jointly agree that the
      Shareholders of Party B shall only appoint candidates designated by Party
      A as the directors of Party B in accordance with the procedures regulated
      by laws and regulations and the Article of Association of the company, and
      cause the chosen directors to elect Party A’s president candidate as
      President of the company, and Party B shall engage Party A’s nominees
      as Party B’s General
      Manager, Chief Financial Officer, and other senior
    officers.

            


    

     

    
      	
              2.3

            	
              If
      any of the above officers quits or is dismissed by Party A, he or she will
      lose the qualification to undertake any positions in Party B and therefore
      the Shareholders of Party B shall appoint other nominees of Party A to
      assume such positions.

            


    

    


    
      	
              2.4

            	
              For
      the purpose of 2.3, the Shareholders of Party B shall take all necessary
      inside and outside procedures to accomplish the above dismissal and
      engagement.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
              2.5

            	
              The
      Shareholders of Party B hereby agree, simultaneously with the execution of
      this Agreement, to sign Powers of Attorneys, according to which the
      Shareholders of Party B will authorize personnel designated by Party A to
      exercise their shareholders’ rights and their full voting rights as
      shareholders at Party B’s shareholders’ meetings. The Shareholders of
      Party B further agree to replace the authorized persons appointed in the
      above mentioned Power of Attorney at any time at the request of Party
      A.

            


    

    


    
      	
              3.

            	
              Other
      Agreements

            


    

    


    
      	
              3.1

            	
              In
      the event that any of the agreements between Party A and Party B
      terminates or expires, Party A is entitled to terminate all agreements
      between Party A and Party B including but not limited to the Exclusive
      Technical and Consulting Services
Agreement.

            


    

    


    
      	
              3.2

            	
              Whereas
      the business relationship between Party A and Party B has been establishes
      through the Exclusive Technical Consulting and Services Agreement and
      other agreements and the daily business operations of Party B shall bear a
      material impact on its capacity to pay the payables to Party A, the
      Shareholders of Party B jointly agree that they will immediately and
      unconditionally pay or transfer to Party A any bonus, dividends or any
      other incomes or benefits (regardless of the forms) obtained from Party B
      as shareholders of Party B at the time such payables
  occur.

            


    

    


    
      	
              4.

            	
              Entire
      Agreement and Modifications

            


    

    


    
      	
              4.1

            	
              This
      Agreement together with all the other agreements and/or documents
      mentioned or explicitly included in this Agreement will be part of the
      whole agreement concluded in respect of the matters in this Agreement and
      shall replace all other prior oral and written agreements, contracts,
      understandings and communications among all the parties involving this
      matters.

            


    

    


    
      	
              4.2

            	
              Any
      amendment and supplement to this Agreement shall take effect only after it
      is executed by all Parties. The amendment and supplement duly executed
      shall be part of this Agreement and shall have the same legal effect as
      this Agreement.

            


    

    


    
      	
              5.

            	
              Governing
      Law

            


    

    


    The
execution, effect, performance and the resolution of disputes of this Agreement
shall be governed by and construed in accordance with the PRC
laws.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
              6.

            	
              Dispute
      Resolution

            


    

    


    
      	
              6.1

            	
              The
      parties shall strive to settle any dispute arising from the interpretation
      or performance through negotiation in good faith. In case no settlement
      can be reached through consultation, each party can submit such matter to
      China International Economic and Trade Arbitration Commission (“CIETAC”)
      for arbitration in accordance with the current rules of CIETAC. The
      arbitration proceedings shall take place in Beijing and shall be conducted
      in Chinese. The arbitration award shall be final and binding upon all
      parties.

            


    

    


    
      	
              6.2

            	
              Each
      Party shall continue to perform its obligations in good faith according to
      the provisions of this Agreement except for the matters in
      dispute.

            


    

    


    
      	
              7.

            	
              Notice

            


    

     

    
      
        
          	
                  7.1

                	
                  Notices
      for the purpose of exercising the rights and performing the obligations
      hereunder shall be in writing and be delivered by personal delivery,
      registered or mail or postage prepaid mail, recognized courier service or
      by facsimile transmission to the address of the relevant party or parties
      confirmed separately.

                


        

      

    

     

    
      	
              8.

            	
              Effect,
      Term and Other About This Agreement

            


    

    


    
      	
              8.1

            	
              Any
      written consent, suggestion, appointment or other decisions which have
      material effects on Party B’s daily business operations involved in this
      Agreement shall adopted by the board of directors of Party
    A.

            


    

    


    
      	
              8.2

            	
              This
      Agreement will take effect upon execution by duly authorized
      representatives of all parties and the term of this Agreement will last
      until Party A is dissolved according to the PRC
  laws.

            


    

    


    
      	
              8.3

            	
              Party
      B and the Shareholders of Party B shall not terminate this Agreement
      within the term of this Agreement while Party A is entitled to terminate
      this Agreement any time by issuing a written notice to Party B and the
      Shareholders of Party B 30 days prior to the
  termination.

            


    

    


    
      	
              8.4

            	
              In
      case any term or provision in this Agreement is regarded as illegal or can
      not be performed in accordance with the applicable law, it shall be deemed
      to be deleted from this Agreement and be null and void, and this Agreement
      shall be treated as without it from the very beginning. However, the rest
      of the provisions will remain effective. The parties shall replace the
      deleted provisions with lawful, effective and mutually acceptable ones
      through negotiations.

            


    

    


    
      	
              8.5

            	
              Any
      non-exercise of any rights, powers or privileges hereunder shall not be
      deemed as a waiver thereof. Any single or partial exercise of such rights,
      powers or privileges shall not exclude one party from exercising any other
      rights, powers or privileges.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF the parties
hereto have caused this Agreement to be duly executed on their behalf by duly
authorized representatives as of the Effective Date first written
above.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Party
      A: KongZhong
      (China) Co., Ltd.,

                              
	 
      	 
      	 
      
	
                                Authorized Representative: 

                              	
                                   (Seal)

                              	 
      
	 
      	 
      	 
      
	
                                Party
      B: Beijing Xinrui Network Technology Co., Ltd.,

                              
	 
      	 
      	 
      
	
                                Authorized Representative: 

                              	
                                   (Seal)

                              	 
      
	 
      	 
      	 
      
	
                                Party
      C: Guijun Wang

                              	 
      
	 
      	 
      	 
      
	
                                Signature:
      /s/ Guijun Wang

                              	 
      
	 
      	 
      	 
      
	
                                Party
      D: Yang LI

                              	 
      
	 
      	 
      	 
      
	
                                Signature:
      /s/ Yang Li

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    
 

    
      
         


      

      
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