EXHIBIT 4.46 SHANGHAI COMMERCIAL HOUSE LEASE CONTRACT

 

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                                                                    EXHIBIT 4.46

 

                    SHANGHAI COMMERCIAL HOUSE LEASE CONTRACT

 

                            (Contract No.__________)

 

Between

 

Party A(Lessor): Shanghai  Allianz Investment and Development Company

 

Party B (Lessee): Shanghai Linktone Consulting Co., Ltd.

 

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      According to the provisions of the Contract Law of the People's Republic

of China and Shanghai Municipal Regulations on Rental of Houses("Regulations"),

both parties have entered into this Contract with respect to Party A leasing to

Party B a commercial office that can be legally leased by Party A, and Party B

renting such office under the principles of equality, voluntariness, justice

and good faith.

 

ARTICLE 1 LOCATION OF THE PREMISES

 

1.1 Party A agrees to lease to Party B the 5th Floor of Eastern Tower located at

No. 689, Beijing East Road, Huangpu District, Shanghai (the "Premises"), the

total coverage of the Premises is 3,101.77 square meters (measured through

survey). The purpose of the Premises is for office work, of a comprehensive

nature and the structure thereof is steel and concrete. Layout of the Premise is

attached hereto as Exhibit 1. At the time of signing of this Contract, Party A

has already presented to Party B:

 

Pre-sale license No. Huangfangdiyuzi 014-2001.

 

1.2 As the property owner of the Premises, Party A hereby establishes a leasing

relationship with Party B. Before signing this Contract, Party A has informed

Party B that no encumbrance exists with respect to the Premise.

 

1.3 In the case of matters as to scope, conditions and requirements for public

areas and co-areas; conditions of existing decorations and ancillary facilities

and equipment; and decorations and ancillary facilities to be added by Party B

upon Party A's approval, they will be set out in Exhibit 2 and Exhibit 3 hereto,

and the two parties agree that these two exhibits will be used as a basis for

inspection and acceptance when Party A delivers the Premises to Party B and when

Party B returns it to Party A at the time of termination hereof.

 

ARTICLE 2 USAGE

 

2.1 Party B hereby promises to Party A that the Premises shall be limited for

use to Party B's office work and in compliance with state and local regulations

as to house usage and property management.

 

2.2 Party B promises that, without Party A's written consent and the relevant

government authorities' approval, it will not arbitrarily change the usage

described above during the term of lease.

 

ARTICLE 3 DATE OF DELIVERY AND TERM OF LEASE

 

3.1 Date of Delivery. Party A agrees to deliver to Party B the Premises prior to

March 24, 2004. The term of lease will commence from March 24, 2004 and end on

March 23, 2007.

 

3.2 Upon expiration of the term of lease, Party A shall have the right to take

back the Premises, and Party B shall hand over the same on time. If Party B

wishes to extend the lease, Party B shall submit to Party B in written form its

intent at least 3 months prior to the expiration of the lease, and both parties

shall thereafter negotiate to extend this Contract.

 

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ARTICLE 4 RENT AND METHODS AND TIME OF PAYMENT

 

4.1 The two parties hereby agree that, the daily rent for the Premise is RMB

2.6496 yuan per square meter. Based on the floor coverage of the Premises, the

monthly rent during the term of lease shall be RMB 249,977.84 yuan.

 

The ratio of the rent will not change for three years. Matters as to adjustment

of rent will be agreed by both parties pursuant to the Supplementary Provisions.

 

4.2 Party B shall pay the rent for the current month within 10 days upon receipt

of payment notice issued by Party A. For any payment overdue, Party B shall be

obliged to pay liquidated damages at the rate of 0.3% of the daily rent.

 

4.3 Party B shall pay the rent by means of bank transfer.

 

ARTICLE 5 DEPOSIT AND OTHER EXPENSES

 

5.1 The two parties agree that, Party B shall pay a deposit equivalent to 3

months' rent (i.e. RMB 749,933.52 yuan) to Party A when Party A delivers the

Premises to Party B.

 

After receiving the deposit, Party A shall issue a receipt to Party B.

 

Upon termination hereof, the deposit received by Party A shall be returned to

Party B interest-free, excluding the part used to offset the expenses that shall

be borne by Party B according to this Contract.

 

5.2 During the term of lease, expenses arising out of use of water, electricity,

gas, communication devices, equipment and property management, as well as repair

and maintenance expenses for equipment added by Party B, shall be borne by Party

B. Other relevant expenses will be borne by Party A.

 

5.3 Above expenses assumed by both parties shall be paid by each party

respectively.

 

ARTICLE 6 HOUSE USE REQUIREMENTS AND REPAIR RESPONSIBILITIES

 

6.1 During the term of lease, in case Party B discovers any damage or breakdown

of the Premises and ancillary facilities, it shall inform the situation to Party

A promptly; Party A shall carry out repairs within one business day upon receipt

of notice from Party B. If Party A fails to do so in time, Party B may carry out

the repair, at the expense of Party A.

 

6.2 During the term of lease, Party B shall be responsible for the protection of

internal facilities of the Premises and keep the Premises at all times in good

condition. Party B shall be responsible for repair in case of any damages or

breakdown to the Premises or ancillary facilities due to unreasonable operation

or use by Party B. If Party B refuses to repair, Party A will carry out the

repair, provided however, Party B shall be liable for all the expenses arising

therefrom.

 

6.3 During the term of lease, Party A shall ensure that the Premises and the

ancillary facilities remain in usable and safe condition. Party A shall provide

one business day's prior notice to Party

 

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B of any inspection, repair and maintenance of the Premises and ancillary

facilities, and shall adopt all the measures to reduce the impact on Party B's

use of the Premises. Party B shall actively assist Party A under such

circumstances.

 

6.4 If Party B requires additional decorations or ancillary facilities and

equipment in addition to those set forth in Exhibit 3 hereto, it shall first ask

Party A for approval; or where government approval is required, Party A shall

authorize Party B to apply for the approval at the relevant government

authorities. Ownership of such additional facilities/equipment and repair and

maintenance responsibilities with respect thereto shall be otherwise agreed by

the two parties.

 

ARTICLE 7 HANDOVER OF THE PREMISES

 

7.1 Unless Party A agrees that Party B may extend the lease, Party B shall

handover the Premise to Party A immediately upon expiration of the term of

lease. If Party B fails to handover the Premises within such time limit, Party B

shall pay liquidated damages to Party of RMB 5.2992 yuan per square meter

leased for each day overdue.

 

7.2 At the time of such handover, the Premises shall be in a condition

consistent with that agreed by both Parties in the Amendment. And at the time of

the handover, the Premises shall be inspected and accepted by Party A, and the

two parties shall settle the expenses that they are respectively responsible

for.

 

ARTICLE 8 SUBLEASE, ASSIGNMENT AND EXCHANGE

 

8.1 Except for subleases approved by Party A pursuant to the Supplementary

Provisions, Party B shall not sublease the Premise, whether in part or in whole,

to others unless Party B has obtained the written consent from Party A 15 days

in advance. However, a room in the Premises cannot be divided and subleased.

 

8.2 If Party B intends to sublease the Premises, it shall sign a sublease

contract with the sub-lessee, and shall file the contract with the real estate

transaction center or the farm system real estate handling department in the

district/county where the Premises is located, pursuant to relevant regulations.

 

8.3 If Party B intends to assign its right as a lessee hereunder or exchange the

Premises with another leased premise during the term of lease, then Party A's

prior written consent is required. After the assignment or exchange, the

assignee or the person with which the Premises has been exchanged shall sign a

contract for change of lease and shall continue to perform this

Contract.

 

8.4 If Party A intends to sell the Premises during the term of lease, it shall

inform Party B three months in advance. Party B shall enjoy the pre-emptive

right to purchase against others under the same transaction conditions.

 

ARTICLE 9 TERMINATION OF THE CONTRACT

 

9.1 The two parties agree to terminate the contract in the event of any

circumstances set forth below during the term of lease, and in such case, the

two parties shall not be liable to one other:

 

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1) the land occupancy right with respect to the Premises has been legally

revoked prior to expiration;

 

2) the Premises has been expropriated for public interest;

 

3) the Premises will be dismantled due to the need of urban construction;

 

4) the Premises is already destroyed, lost or has been determined as dangerous;

 

5) Party A has informed Party B that an encumbrance exists with respect to the

Premises subject to the lease, and now Party A is undergoing penalization by the

relevant authorities.

 

9.2 The two parties agree that, in the event of one of following circumstances

either party may terminate the contract by providing the other a written notice.

The breaching party shall pay the liquidated damages to the other equivalent to

two times the monthly rent; and shall compensate the non-breaching party for the

difference between the loss to the non-breaching party caused by the breaching

Party and the liquidated damages:

 

1) Party A fails to deliver the Premises in time, and also fails to do so within

ten days upon notice by Party B;

 

2) the Premises delivered by Party A fails the standards herein, which leads to

unrealizability of the purpose of the lease; or such Premises has defects which

jeopardizes Party B.

 

3) Party B changes the usage of the Premises without written consent from Party

A, and leads to damage to the Premises;

 

4) Damage to main structure of the Premises due to Party B's fault;

 

5) Par