<PAGE>
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.
1
<PAGE>
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.
2
<PAGE>
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
3
<PAGE>
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:
4
<PAGE>
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) Party B, without due
permission, sublets the Premises, assign its rights
hereunder or exchange the
Premises with others;
6) Party B default on the
rent for over one month.
ARTICLE 10 BREACH-OF-CONTRACT
LIABILITIES
10.1 If the Premises has
defects when delivered, Party A shall repair within ten
days upon delivery; if Party
A fails to do so, Party A agrees to reduce the rent
and change the provisions as
to rent herein.
10.2 If Party A fails to
inform Party B of any encumbrance with respec
