exv10w9



 





Exhibit 10.9




Lease Contract




Of Floor 16, Building C, Area A, SOHO




This contract is signed by and between the following parties in Haidian
District, Beijing:



Lessor: Beijing Wanyujiaye Real Estate Agency Co., Ltd (hereinafter referred to
as “Party A”)

Registered No:1100002553465(1-1)

Legal Address: Floor16, Yifa Hotel, No.56 Xiaoguan, Dongzhimen Wai, Dongcheng
District, Beijing

Legal Representative: Hao Meilan




Lessee: Beijing Sina Information Technology Co., Ltd (hereinafter referred to
as “Party B”)

Registered No.: QiHeJingZongFuZi No. 006990

Legal Address: No. A1, Wanquanzhuang, Haidian District, Beijing

Legal Representative: Cao Guowei




The following agreements concerning house leasing are reached by both parties
in accordance with the principles of equality and mutual interests via friendly
negotiation:




	1.	 	Property for Lease
	 
	1.1	 	Party A agrees to lease its office units located on Floor 16, Building C,
Area A, SOHO, No. 88, Jianguo Street, Chaoyang District, Beijing, PR China
(hereinafter referred to as the “Leasehold”) with 1,943.38 square meters
of building area and 1,390.88 square meters of usable floor space to Party
B for office use.

	 
	1.2	 	
The specific location of the leasehold is illustrated in Appendix 1:
Ichnography and architecture of the Leasehold attached to this contract.
	 
	2.	 	Lease Term
	 
	2.1	 	The lease term for the said leasehold shall be four years since 16 January
2004 to 15 January 2008.
	 
	2.2	 	Party B may propose extension of the lease three months before the expiry
of this contract. It is agreed by both parties via negotiation that Party
B shall have the priority rights to relet the leasehold under equal
conditions.
	 
	3.	 	Rent
	 
	3.1	 	The monthly rent for the leasehold is Fourteen (14) US dollars per square
meter (for building area), exclusive of fees and charges for property
management, water and electricity, telephone, parking and etc, and the
total rent for lease of the leasehold is twenty-seven thousand, two
hundred and seven dot




 









 






	 	 	three two (27,207.32) US dollars.
	 
	3.2	 	Party B shall pay full amount of rent per season, and the payment shall
be made to Party A by bank draft to Party A after being provided with
invoice in the same amount with the rent for the household from Party A on
the first Wednesday of each season.
	 
	4.	 	Deposit
	 
	4.1	 	Party B agrees to pay a deposit of fifty-eight thousand (58,000) US
dollars to Party A before 16 January 2004.
4.2 Party A shall refund the deposit to Party B with no interests within 15
working days since Party B finishes all payment still due and return the
leasehold to Party A upon expiration of this contract.
	 
	5.	 	Late Fee
	 
	5.1	 	
If Party B fails to pay the total charge stated in this Contract
in full amount, Party A shall have the right to collect a late fee
equal to 0.05% of the amount still due for each day after expiration.

	 
	5.2	 	
Party B shall be waived from paying any late fee for its untimely payment
of lease rent if such late payment is caused by Party A’s failure to
provide invoice timely or any other reasons.
	 
	6.	 	Rate of exchange
	 
	6.1	 	All payments under this Contract shall be made in RMB. The rate of
exchange between RMB and US dollars shall be that of US dollar median
price of Forex quotation of China Bank (refer to the previous date if new
rate of exchange is not available).
	 
	7.	 	Use of Leasehold
	 
	7.1	 	Party B shall have the right to use the leasehold in a reasonable manner
along the lines of this contract. Party A guarantees the rights of Party B
to use any public areas and equipments and facilities of the SOHO
(hereinafter refereed to as the “Mansion”) free of charge, but Party B
shall abide by the relevant regulations for the use of the public
equipments and facilities of the mansion formulated and issued by the
property management company (for those accepted in written by Party B
only).
	 
	7.2	 	Party A agrees that Party B may share all or partial of the leasehold
with its affiliated institutions with its status of principle lessee
remained. The affiliated institutions of Party B, defined as any
enterprises controlling Party B or controlled by Party B or by other
enterprise together with party B, shall enjoy all the rights that Party B
does. In such case, control means direct or indirect ownership of over 50%
stock rights, voting rights or management rights. It is further agreed by
both parties that the affiliated institutions of Party B shall include but
without limitation to Beijing Sina Internet Technology Service Co., Ltd,
Beijing Sina Internet Information Service Co., Ltd, Beijing Sina
Interaction Advertisement Co., Ltd, Beijing Xingchao Online Cultural
Development Co., Ltd, Guangzhou Xunlong Science & Technology Co., Ltd,
Guangdong Sina Internet Information Service Co., Ltd and any other
institutions that Party B has informed Party A in written form in advance.
	 
	7.3	 	Party A agrees that, during the lease term, Party B shall have the power
to sub-lease the leasehold to




 









 






	 	 	any third parties under the condition of unchanging leasing relationship of
the two parties and that Party A shall afford necessary assistance to the
sublease
	 
	7.4	 	During the lease term, Party A shall not disturb the legal use of the
house of Party B without reason and further guarantee no such disturbance
from any third parties.
	 
	7.5	 	Party A shall not set up any facilities that may influence the
daylighting or range of vision of the leasehold, including but not limited
to any scrolls, neon lamps, billboards, light boxes, lighting devices,
accompaniments and etc without consent in writing from Party B. Should the
developer of the mansion, the property management company or any other
third parties conduct such actions, Party A shall assist Party B to solve
the relevant disputes, otherwise, shall reduce the rent or compensate
Party B for any loss in relation to or arising from therein.
	 
	7.6	 	Party A agrees that Party B may put up some fitment in a reasonable
manner to the leasehold and may change the wiring of the general power
inputs, air conditioning equipment and fire fighting system (including
spray heads) of the leasehold at its own expenses.
	 
	7.7	 	With advance assent from Party B, Party A may enter into the leasehold at
the appropriate time with certain notice given. Except fire fighting or
other emergencies, such entering of Party A shall not affect normal
operations of Party B.
	 
	7.8	 	Within three months prior to the expiry date of this contract, Party A
shall not take any potential lessee into the leasehold for inspection
unless being approved by Party B. Party B shall not refuse the said
requirement without reason, but Party A shall not influence normal
operations of Party B when inspecting.
	 
	8.	 	Maintenance and repair
	 
	8.1	 	During the lease term, Party A shall be responsible for maintaining and
repairing the main building structure, walls, drainage facilities,
pipelines, wires and etc in accordance with the national regulations
concerning building management.
	 
	8.2	 	Party B shall be liable for any and all damages of the facilities caused
by any intended conduct or negligence of Party B.
	 
	9.	 	Area of Leasehold
	 
	9.1	 	Party B shall make the payment of rent to Party A according to the
on-the-spot measured area conducted by Beijing house administrations or
other state-accredited agencies. If the figure measured out by Beijing
house administrations or other state-accredited agencies differs from that
stated in Clause 1 of this contract, the rent shall be calculated
according to the actual measured area and the specified amount of it shall
be modified.
	 
	9.2	 	In case that the on-the-spot measured area is less than the area provided
by Party A, Party A shall refund the excessive rent to Party B within five
working days since the date when Beijing house administrations or other
approved agencies complete the measurement and Party B shall make rent for
deficiency if the actual measurement area is more than that stated in
Clause 1.
	 
	10.	 	Retrocession of Leasehold
	 
	10.1	 	Party B shall retrocede the leasehold to Party A when this contract
expires or terminates due to other




 









 












	 	 	reasons. If the leasehold is not materially damaged, Party A agrees that
Party B need not restore the leasehold to its original condition or make any
changes to it.






	11.	 	Property Management
	 
	11.1	 	Party B shall pay the property management fee to the property management
company at its own expenses during the leasehold.
	 
	11.2	 	Under the condition of normal payment of property management fee by Party
B, if Party B can not use the leasehold normally due to any reason caused
by the property management company, Party A shall provide assistance to
solve the problem. If such situation continued for over 15 days or 30 days
in total and Party A still fails to solve it, Party B shall have the power
to terminate this contract.
	 
	11.3	 	Party B shall be liable for paying those fees for the consumptions of
water, power, telephone and etc that are not covered in the property
management fees.
	 
	12.	 	Declaration, Commitment and Undertaking
	 
	12.1	 	Each party makes the following declarations, commitments and undertakings
to the other party:
	 
	12.1.1	 	To be a company that is legally built up and operated;
	 
	12.1.2	 	To be qualified for any trade under this contract that is covered in its
registered business scope;
	 
	12.1.3	 	To have full capacities to make and enter into this contract and its
representative has been fully authorized to sign this contract;
	 
	12.1.4	 	To have full capacities to perform its obligations under this contract
without violation of any legal documents that are binding;
	 
	12.1.5	 	Not subject of any liquidating, dissolving or bankrupting procedure.
	 
	12.2	 	Party A pledges to Party B that:
	 
	12.2.1	 	The ownership of the leasehold enjoys full proprietorship of the
leasehold by operation of law;
	 
	12.2.2	 	Party A has obtained all necessary authorizations to perform its
obligations under this contract from the proprietor of the leasehold.
	 
	12.2.3	 	Party A has gained all approvals and permissions needed for the
leasehold including but not limited to written consents from the
mortgagor.
	 
	12.2.4	 	The leasehold and the mansion meet the requirements of laws and rules
concerning use of office as well as the normal business operation of Party
B
	 
	12.2.5	 	Within 10 working days since this contract comes into effect, Party A
shall provide documents giving assents to all rules of this contract
issued by the owner of the leasehold to Party B.
	 
	13.	 	Breaching Liabilities
	 
	13.1	 	Any breach of any articles of the contract directly or indirectly or no
commitment or commitment out of time insufficiently to the obligations of
the contract shall constitute breach of the contract. The party that
observes the contract (hereinafter referred to as “the Non-breaching
Party”) shall have the right to request the breaching party by written
notice to make corrections to its breaching actions and avoid any negative
result with sufficient, effective and timely measures taken, and to
compensate for any and all losses of the non-breaching party.
	 
	13.2	 	After any breaching occurs, the non-breaching party, if holding that the
breaching has resulted in




 









 






	 	 	impossibility or unfairness for the non-breaching party to perform the
relevant obligations under this contract with reasonable and objective
discretion applied, shall have the power to discontinue its relevant
obligations of this contract with written notice sent to the lessor until
the breaching party stops its breach of the contact, take sufficient,
effective and timely measures to avoid the bad results, and compensate for
the losses of the non-breaching party due to its breaching actions.
	 
	13.3	 	The indemnification that the breaching party makes to the non-breaching
party shall include any direct economic losses and other predictable
indirect losses or excess expenses that occur to the non-breaching party
due to violation of the contract by the breaching party, including but not
limited to attorney fees, legal costs, arbitration fees, financial
expenses, travel expenses and etc.
	 
	13.4	 	All the parties agree specifically that, if either exterminates this
contract unilaterally, the breaching party shall pay 1,000,000 US dollars
to the no-breaching party, and thereafter, the breaching party need not to
be responsible for any other breaching of this contract, unless the actual
losses resulted from breaching action done by no-breaching party exceeds
1,000,000 US dollars.
	 
	14.	 	Force Majesture
	 
	14.1	 	Force Majesture refers to those circumstances that both parties of the
contract cannot control, foreseen or avoid even it is predictable, which
hinders, affects or delays any party to perform all or part of its
obligations under this contract, including but not limited to governmental
actions, natural disasters, wars or any other incidents of the same
nature.
	 
	14.2	 	The party that is confronted with any force majesture shall give notice
of the circumstances to the other party via the fastest tool.
	 
	14.3	 	The suffering party may be relieved from undertaking its obligation of
this contract until the impacts of the force majesture are eliminated
without bearing any responsibilities. However, the suffering party shall
provide legal certifications issued by the local notary office (or other
appropriate agencies) where the affair took place for the force majeure to
the other party. If the party fails to provide the said certifications,
the other party shall have the rights to ask the suffering party to take
the liabilities for breaching the agreement conforming to the relevant
regulations of this agreement.
	 
	14.4	 	Should any force majesture occurs, both parties shall do their best to
diminish the negative influences of the circumstances. Any party that
fails to perform the said obligation shall be held liable for any losses
resulted in relation to or arising therein.
	 
	15.	 	Effectiveness, Modification, and Termination
	 
	15.1	 	This contract shall become effective since the representatives of the two
parties sign and seal this contract and terminate upon expiration of the
lease.
	 
	15.2	 	Either party shall have the right to terminate this contract unilaterally
in writing if any of the following situations is resulted:
	 
	15.2.1	 	The breaching party fails to correct its breaching actions or take
sufficient, effective, timely measures to eliminate breaching results and
compensate for the losses in relation to or arising out of the breaching
actions of the breaching party within 30 days since the date when
receiving the breaching notice from the non-breaching party;
	 
	15.3	 	If any force majesture that influences performance of obligations under
this contract by either party




 









 






	 	 	last for 15 consecutive days or 30 days in total, both parties shall make
negotiations friendly concerning continuous execution of this contract and
either party shall have the power to terminate this contract without consent
from the other if no agreement is reached.
	 
	15.4	 	Party B may cancel the contract unilaterally if any of following
situations occurs:
	 
	15.4.1	 	Any situation described in Clause 11.2 of this contract occurs; or
	 
	15.4.2	 	Party A breaches any guarantee contained in Article 12 of this contract;
or
	 
	15.4.3	 	The mansion and the leasehold cannot be normally used due to force
majesture and/or other reasons not caused by Party B (excluding damages
made by Party B directly or indirectly for its negligence or other acts
during the leasehold term), Party B shall have the right to give written
notice for the termination to Party A, and Party A shall refund the
deposit and rent to Party B.
	 
	15.4.4	 	In virtue of withdrawing of engagement from the owner or any other
reasons, Party A does not have legal and integrated right to lease house
under the contract to Party B.
	 
	15.5	 	Party A may cancel the contract unilaterally if any of following
situations occurs to Party B:
	 
	15.5.1	 	Any illegal business operation against the laws and regulations of the
country; or
	 
	15.5.2	 	Application of the leasehold for other purposes without authorization
	 
	15.6	 	The early termination of this contract shall not affect any rights and
obligations that have been bound to either party according to this
contract before the date of termination.
	 
	15.7	 	Neither party has power to terminate the contract in advance unless such
termination is based on the relevant laws and regulations or any
stipulation of the contract.
	 
	16.	 	Service of Notice
	 
	16.1	 	Any notice from one party to other party shall be delivered by person in
writing, fax, telegraph, telex, e-mail, or prepaid registered letter,
express mail service. The delivering date of notice by person, fax,
telegraph, telex, e-mail shall be the arriving date, while, for the notice
sent by prepaid registered letter and express mail service, the third day
after the notice is sent out shall be the arriving date.
	 
	16.2	 	All notices under the contract shall be sent to the following receivers
and addresses unless they are modified by written notice given from one
party to the other party:
	 
	 	 	Lessor: Beijing Wanyujiaye Real Estate Agency Co., Ltd

Address: No. 48, Xisihuan South Street, Fengtai District, Beijing

Contact: Shi Baoshan

Mobile Phone: 13693345586
	 
	 	 	Lessee: Beijing Sina Information Technology Co., Ltd

Address: Floor 16, Building C, Area A, SOHO, No. 88, Jianguo Street,
Chaoyang District, Beijing

Contact: FuYi

Mobile Phone: 13910012137
	 
	17.	 	Settlement of Disputes
	 
	17.1	 	Both parties shall seek settlement for any disputes over interpretation
and performance of terms of this contract through consultation with
goodwill.
	 
	17.2	 	If consultation fails, both parties shall propose the disputes to China
International Economic and Trade




 









 






	 	 	Arbitration Commission (CIETAC) for settlement according to its existing
arbitration rules. The arbitration shall be conducted in Beijing and working
language shall be Chinese. The arbitrament shall be final and binding on all
disputers.
	 
	17.3	 	Laws and regulations of PRC shall be applied for conclusion,
effectiveness, execution, interpretation and settlement of disputes
concerning this agreement.
	 
	18.	 	Miscellaneous
	 
	18.1	 	This contract is made into one original with two copies, one for each
party, both with equally authentic.
	 
	18.2	 	Both parties may make modifications and supplements to this contract in
written form. All the modified agreement and supplement are parts of this
contract, with the same legal binding force as this contract.
	 
	18.3	 	Any article or clause of this contract shall be deleted if it becomes
invalid or unexecutable entirely or partially due to its contradiction to
the laws or government rules or any other reason, which however, shall not
affect the legal binding force of other articles or clauses of this
contract.
	 
	18.4	 	Either party’s failure or delay to perform its rights, power or privilege
under this contract shall not be deemed as abandon of such rights, power
or privilege, unless otherwise stipulated. Independent or partial
performance of its rights, power or privilege by either party shall not
cause any obstacle to its further execution of other rights, power or
privilege.
	 
	18.5	 	This contract shall be all and entire agreements concerning the house
lease between both parties and replace all oral and written agreements,
entente and reports concerning the house lease reached by and between
beforehand or currently. No other evident or implied obligations or
commitments exist between both parties except for those stipulated
specifically by this contract.





	 	 	 
	Beijing Wanyujiaye Real Estate Agency Co., Ltd

	 	Beijing Sina Information Technology Co., Ltd
	 
	 	 
	Authorized Representative:

	 	Authorized Representative:
	Signature & Seal

	 	Signature & Seal

	 
		
	Date: 29 (Day) 9 (Month) 2003 (Year)

	 	Date: 29 (Day) 9 (Month)2003 (Year)