SCHEDULE 14A
(RULE
(Rule 14a-101)INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a)
OF THE SECURITIES EXCHANGE ACT OFof the Securities
Exchange Act of 1934 (Amendment No. )Filed by the Registrant
SINA.comxFiled by a party other than the Registrant
[ ]oCheck the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Com- [X] Definitive Proxy Statement mission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 SINA.com -------------------------------------------------------------------------------- (Name
x Preliminary Proxy Statement o Confidential, For Use of the Com- o Definitive Proxy Statement mission Only (as permitted by Rule o Definitive Additional Materials 14a-6(e)(2)) o Soliciting Material Under Rule 14a-12 SINA Corporation
(Name of Registrant as Specified in Its Charter)-------------------------------------------------------------------------------- (Name(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)Payment of Filing Fee (Check the appropriate box):
[X] No fee required. [ ]
x No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.(1) and 0-11.(1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transactions applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: o Fee paid previously with preliminary materials: o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: TABLE OF CONTENTSSINA Corporation
Room 1802United Plaza, No. 1468Nanjing West RoadShanghai 200040ChinaNotice of
each class of securities to which transaction applies: -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transactions applies: -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------------------- (5) Total fee paid: -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials: -------------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------------------- (3) Filing Party: -------------------------------------------------------------------------------- (4) Date Filed: --------------------------------------------------------------------------------SINA.COM NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 27, 2001 TheAnnual General Meeting of Shareholders(the "Annual Meeting") of SINA.com,To Be Held September 26, 2003On Friday, September 26, 2003, SINA Corporation, a Cayman Islands company (the
"Company"“Company”), willbe heldhold its Annual General Meeting of Shareholders at theWestin Santa Clara,Portman Ritz-Carleton Hotel located at5101 Great American Parkway, Santa Clara, California, USA on Tuesday, November 27, 20011376 Nanjing Road West, Shanghai, China. The meeting will begin at 10:00 a.m.,localtime, fortime.Only shareholders registered in the
following purposes: 1. To elect four directors, three to serve untilregister of members at the2004 Annual Meeting, one to serve until theclose of business on August 19, 2003Annual Meeting; 2. To ratify the appointment of PricewaterhouseCoopers as the independent auditors of the Company for the fiscal year ending 2002; and 3. To transact such other business as may properly come before the Annual Meeting andcan vote at this meeting or any adjournmentor postponement thereof. The foregoingthat may take place. At the meeting ordinary resolutions will be proposed as follows:
• The election of two Directors to serve until the 2006 Annual General Meeting. • The increase of the Share Capital of the Company by increasing the authorized number of Ordinary Shares, par value $0.133 per share, from 75,000,000 to 150,000,000. • The ratification of the appointment of PricewaterhouseCoopers as our independent auditors for the current fiscal year. • In addition, the Meeting will transact any other business properly brought before the Meeting. You can find more information about each of these items,
of business,including the nominees for directors,are more fully describedin the attached ProxyStatement which is attached and made a part of this Notice. TheStatement.Our Board of Directors
has fixedrecommends that you vote in favor of all of theclose of business on October 10, 2001 as the record date for determining theproposals outlined in this Proxy Statement.We cordially invite all shareholders
entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. All shareholders are cordially invitedto attend the Annual General Meeting in person. However,whethera member entitled to attend and vote is entitled to appoint a proxy to attend and, on a poll, vote instead of him and that proxy need not be a member of the Company. Whether or not you expect to attend the Annual General Meeting in person,you are urged toplease mark, date, sign and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope provided to ensure your representation and the presence of a quorum at the Annual General Meeting. If you send in your proxy card and then decide to attend the Annual General Meeting to vote your shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement. This proxy is to be delivered to SINA Corporation, Room 1802, United Plaza, No. 1468, Nanjing West Road, Shanghai 200040, China not later than 48 hours prior to the meeting.At the meeting, we will also report on our business results and other matters of interest to shareholders.
By Order of the Board of Directors, Charles Chao Chief Financial Officer and Secretary Shanghai, China
August 22, 2003SINA Corporation
Room 1802United Plaza, No. 1468Nanjing West RoadShanghai 200040ChinaPROXY STATEMENT
for the2003 Annual General Meeting of ShareholdersSeptember 26, 2003Our Board of Directors
[/s/ CHARLES CHAO]is soliciting proxies for the 2003 Annual General Meeting of Shareholders. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.The Board set August 19, 2003 as the record date for the meeting. Shareholders of record who are registered in the register of members on that date are entitled to vote at and attend the meeting, with each share entitled to one vote. shares of ordinary shares were outstanding on the record date.
Voting materials, which include this Proxy Statement, a proxy card and the 2003 Annual Report, will be mailed to shareholders on or about August 22, 2003.
In this Proxy Statement:
• “We,” “us,” “our,” “SINA” and the “Company” refer to SINA Corporation • “Annual General Meeting” or “Meeting” means our 2003 Annual General Meeting of Shareholders • “Board of Directors” or “Board” means our Board of Directors • “SEC” means the Securities and Exchange Commission On November 4, 2002 our Board of Directors approved a change in the Company’s fiscal year (the“Fiscal Year Change”). The date of our fiscal year end is now December 31 of each year. Previously, our fiscal year end was June 30. Our last full fiscal year on the previous cycle was from July 1, 2001 to June 30, 2002 (“Fiscal 2002”). The change in our fiscal year cycle resulted in a six-month transition period from July 1, 2002 to December 31, 2002 (“Transition 2002”). Our first full fiscal year following Transition 2002 will be from January 1, 2003 to December 31, 2003 (“Fiscal 2003”). As a result the Fiscal Year Change we have filed a transition report for Transition 2002 on Form 10-K, as amended. In order to make the disclosure provided in this Proxy Statement more meaningful, we have generally provided information for the twelve-month period ending December 31, 2002 (“Calendar 2002”). Due to the Fiscal Year Change, this period is technically not our most recently completed fiscal year, nor is it identical to Transition 2002. Nonetheless, we feel providing information for this twelve-month period will allow for more meaningful comparison to our disclosure in prior years. Information for Fiscal 2002 was provided in the Proxy Statement for the 2002 Annual General Meeting of Shareholders which was held on December 16, 2002 (the“2002 Proxy Statement”). You can obtain a copy of the 2002 Proxy Statement by contacting our Investor Relations Department at +86-21-62895678 or visiting our corporate web site atwww.corp.sina.com. You may also obtain a copy by contacting the SEC at (800) 732-0330 for the location of the nearest public reference room, or through the EDGAR system atwww.sec.gov.
We have summarized below important information with respect to the Annual General Meeting.
Time and Place of the Annual General Meeting
The Annual General Meeting is being held on Friday, September 26, 2003 at 10:00 a.m. local time at the Portman Ritz-Carleton Hotel located at 1376 Nanjing Road West, Shanghai, China.
All shareholders who owned shares in the capital of the Company as of August 19, 2003, the record date, may attend the Annual General Meeting.
Purpose of the Proxy Statement and Proxy Card
You are receiving a Proxy Statement and proxy card from us because you owned shares of our ordinary shares on August 19, 2003, the record date. This Proxy Statement describes issues on which we would like you, as a shareholder, to vote. It also gives you information on these issues so that you can make an informed decision.
When you sign the proxy card, you may appoint Charles Chao and Edward Wu as your representatives at the Meeting or such other individual that you choose to name. If you name Charles Chao, our Chief Financial Officer, and
Secretary Sunnyvale, California October 19, 2001 IMPORTANT WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE ADDED EXPENSE OF RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE MEETING AND SO DESIRE, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON. THANK YOU FOR ACTING PROMPTLY.SINA.COM VICWOOD PLAZA ROOMS 1801-4 18TH FLOOR 199 DES VOEUX ROAD CENTRAL, HONG KONG PROXY STATEMENT GENERALEdward Wu, our Vice President and General Counsel, as your representatives at the Meeting, they will vote your shares, as you have instructed them on the proxy card, at the Meeting. ThisProxy Statementway, your shares will be voted whether or not you attend the Annual General Meeting. Even if you plan to attend the Meeting it isfurnisheda good idea to complete, sign and return your proxy card inconnection withadvance of thesolicitation byMeeting in case your plans change.Proposals to be Voted on at this Year’s Annual General Meeting
At the meeting ordinary resolutions will be proposed as follows:
• The election of two Directors to serve until the 2006 Annual General Meeting. • The increase of the Share Capital of the Company by increasing the authorized number of Ordinary Shares, par value $0.133 per share, from 75,000,000 to 150,000,000. • The ratification of the appointment of PricewaterhouseCoopers as our independent auditors for the current fiscal year. • In addition, the Meeting will transact any other business properly brought before the Meeting. The Board of Directors
(the "Board") of SINA.com,recommends aCayman Islands company (the "Company"), of proxiesvote FOR each proposal.Voting Procedure
You may vote by mail.
To vote by mail, please sign your proxy card and return it in the enclosed,
form for useprepaid and addressed envelope at least 48 hours prior to the Meeting. If you mark your voting instructions on the proxy card, your shares will be voted as you instruct.You may vote in
votingperson at theAnnual Meeting of Shareholders (the "Annual Meeting")Meeting.We will pass out written ballots to
be held at the Westin Santa Clara, located at 5101 Great American Parkway, Santa Clara, California, USA on Tuesday, November 27, 2001, at 10:00 a.m., local time, and any adjournment or postponement thereof. This Proxy Statement, the enclosed proxy card and the Company's Annual Report to Shareholders for the fiscal year ended June 30, 2001, including financial statements, were first mailed to shareholders entitledanyone who wants to vote at themeeting on or about October 19, 2001. REVOCABILITY OF PROXIES AnyMeeting. If you hold your shares in street name, you must request a legal proxygiven pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering to the Company (Attention: General Counsel) a written notice of revocation or a duly executed proxy bearing a later date, or by attending the Annual Meeting and votingfrom your stockbroker inperson. RECORD DATE; VOTING SECURITIES The close of business on October 10, 2001 has been fixed as the record date (the "Record Date") for determining the holders of ordinary shares of the Company entitled to notice of andorder to vote at the Meeting. Holding shares in “street name” means your shares in the capital of the Company are held in an account by your stockbroker, bank, or other nominee, and the share certificates and record ownership are not in your name. If your shares are held in “street name” and you wish to attend the Annual General Meeting, you must notify your broker, bank or other nominee and obtain the proper documentation to vote your shares at the Annual General Meeting.2
You may change your mind after you have returned your proxy.
If you change your mind after you return your proxy, you may revoke your proxy up to two hours before the Meeting or later in the discretion of the Chairman of the Meeting.
AtYou may do this by:
• submitting a notice of revocation, • signing another proxy with a later date, or • voting in person at the Annual General Meeting. Multiple Proxy Cards
If you received more than one proxy card, it means that you hold shares in more than one account. Please sign and return all proxy cards to ensure that all your shares are voted.
Quorum Requirement
Shares are counted as present at the
closeMeeting if the shareholder either:
• is present in person at the meeting, or • has properly submitted a proxy card. One-third of
businessour outstanding shares as of the record date must be present at the Meeting (either in person or by proxy) in order to hold the Annual General Meeting and conduct business. This is called a “quorum.”Consequences of Not Returning Your Proxy; Broker Non-Votes
If your shares are held in your name, you must return your proxy (or attend the Annual General Meeting in person) in order to vote on the
Record Date,proposals. If your shares are held in street name and you do not vote your proxy, your brokerage firm, if it is a registered broker with theCompany had approximately 45,875,071 ordinaryNew York Stock Exchange (“NYSE”), may either:
• vote your shares on routine matters, or • leave your shares unvoted. Under the NYSE rules that govern NYSE-registered brokers who have record ownership of shares
outstandingthat are held in “street name” for their clients, brokers may vote such shares on behalf of their clients with respect to “routine” matters (such as the election of directors or the ratification of auditors), but not with respect to non-routine matters (such as a proposal submitted by a shareholder). If the proposals to be acted upon at any meeting include both routine andheldnon-routine matters, the broker may turn in a proxy card for uninstructed shares that vote FOR the routine matters, but expressly states that the broker is not voting on non-routine matters. This is called a “broker non-vote.”Broker non-votes will be counted for the purpose of
record by approximately 365 shareholders. VOTING AND SOLICITATION Each outstanding Ordinary Share ondetermining theRecord Date is entitled to one vote on all matters. Ordinary shares maypresence or absence of a quorum, but will not be counted for the purpose of determining the number of votes cast.We encourage you to provide instructions to your brokerage firm by voting your proxy. This ensures that your shares will be voted
cumulatively.at the Meeting.Effect of Abstentions
Abstentions are counted as shares that are present for the purposes of determining the presence of a quorum, but are not counted as votes for or against any matter submitted to the shareholder for a vote.
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Required Vote
Assuming a quorum is present, the election of each of the two nominees as directors, the increase in share capital and the ratification of the independent accountants will require the affirmative vote of a majority of shares voting either in person or cast by proxy at the Meeting.
Vote Solicitation; No Use of Outside Solicitors
SINA Corporation is soliciting your proxy to vote your shares at the Annual General Meeting. In addition to this solicitation by mail, our directors, officers, and other employees may contact you by telephone, Internet, in person or otherwise to obtain your proxy. These persons will not receive any additional compensation for assisting in the solicitation. We will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners. We will reimburse these entities and our transfer agent for their reasonable out-of-pocket expenses in forwarding proxy material. We have not retained the services of a proxy solicitor.
Vote Tabulation
Votes cast by proxy or in person at the Annual General Meeting will be
tabulatedcounted by the Inspector of Elections(the "Inspector")with the assistance ofthe Company'sour transfer agent. The Inspector of Elections will also determine whetheror nota quorum ispresent. The nominees for election as directorspresent at the AnnualMeetingGeneral Meeting.The shares represented by the proxy cards received, properly marked, dated, signed and not revoked, will be
elected by a plurality of the votes of the ordinary shares present in person or represented by proxyvoted at themeeting. The Inspector will treat abstentions as shares that are present and entitledAnnual General Meeting. If the proxy card specifies a choice with respect tovote for purposes of determining the presence of a quorum and as negative votes for purposes of determining the approval ofany mattersubmittedto be acted on, theshareholders for a vote.shares will be voted in accordance with that specified choice. Any proxy card which names Charles Chao and Edward Wu as your representatives and is returnedusing the form of proxy enclosed and which isbut not markedas to a particular itemwill be voted FORthe election of directors and FOR ratificationeach of theappointmentdirector nominees, FOR each of thedesignated independent auditorsother proposals discussed in this Proxy Statement, and as the proxy holders deemadvisable ondesirable for any other matters that may come before themeeting, as the case may be with respect to the item not marked. If a broker indicates on the enclosed proxy or its substitute that it does not have discretionary authority as to certain shares to vote on a particular matter ("broker non-votes"), those sharesMeeting. Broker non-votes will not be considered aspresentvoting with respect tothat matter. The Company believes thatany matter for which thetabulation proceduresbroker does not have voting authority.Publication of Voting Results
We will announce preliminary voting results at the Meeting. We will publish the final results in our quarterly report on Form 10-Q for the quarterly period ending September 30, 2003, which we will file with the Securities and Exchange Commission (the“SEC”). You can obtain a copy by contacting our Investor Relations Department at +86-21-62895678 or visiting our corporate web site atwww.corp.sina.com. You may also obtain a copy by contacting the SEC at (800) 732-0330 for the location of the nearest public reference room, or through the EDGAR system atwww.sec.gov.
Other Business
We do not know of any business to be
followedconsidered at the 2003 Annual General Meeting other than the proposals described in this Proxy Statement. However, because we did not receive notice of any other proposals to be brought before the meeting by June 25, 2003, if any other business is properly presented at theInspector are consistent withAnnual General Meeting, your signed proxy card, gives authority to your proxy to vote on such matters at their discretion.Proposals for 2004 Annual General Meeting
Assuming that our 2004 Annual General Meeting is within 30 days of September 26, 2004, to have your proposal included in our proxy statement for the
general requirements of Cayman law concerning voting of shares and determination of2004 Annual General Meeting, you must submit your proposal in writing by May 5, 2004 to Charles Chao, CFO, SINA Corporation, Room 1802, United Plaza, No. 1468 Nanjing West Road, Shanghai 200040, China.If you submit a
quorum.The solicitation of proxies will be conducted by mailproposal for the 2004 Annual General Meeting after July 19, 2004,management may or may not, at their discretion, present the proposal at the meeting, and theCompany will bear all attendant costs. These costs will include the expense of preparing and mailing proxy solicitation materialsproxies for the 2004 Annual General Meetingand reimbursements paidwill confer discretion on the management proxy holders tobrokerage firms and othersvote against your proposal.4
PROPOSAL NO. 1
ELECTION OF DIRECTORS
We have nominated two candidates for
their expenses incurred in forwarding solicitation materials regardingelection to theAnnual Meeting to beneficial ownersBoard this year. Detailed information on each of theCompany's ordinary shares. The Company may conduct further solicitation personally, telephonically or by facsimile through its officers,nominees, as well as our other directors andemployees, noneexecutive officers is provided in the Management Section ofwhom will receive additional compensation for assisting with the solicitation. PROPOSAL NO. 1 ELECTION OF DIRECTORSthis Proxy Statement which begins on page 8.Our Articles of Association currently authorize a Board of not less than two directors and the classification of the Board into three classes serving staggered terms. At each annual general meeting,
one-thirdthe terms oftheone class of directors willretire from office by rotation.expire. The directorsto retire in everywhose terms expire each year will be those who have been in office the longest since their last election. Aretiringdirector whose term is expiring will remain in office until the close of the meeting at whichhehis orshe retires,her term expires, and will be eligible for re-election at that meeting.Our Articles of Association also state that any newly appointed director shall hold office only until the next annual meeting at which time they will be subject to reelection by the shareholders.The Company currently hasseveneight directors.In accordance withThe Class I directors whose terms expire at the
Company's ArticlesAnnual General Meeting are Yongji Duan and Daniel Mao. Daniel Mao, our former CEO, is not seeking re-election as a director. Yan Wang, who was appointed as a director in May 2003, shall become a Class I Director if elected at the Annual General Meeting. Assuming that the size ofAssociation,our board remains between 7 and 8 members, theBoardClass II Directors whose terms expire at our 2004 Annual General Meeting are Daniel Chiang and Ter Fung Tsao. Assuming that the size ofDirectors has fixedour board remains between 7 and 8 members, thenumber ofClass III directorsconstituting the Boardwhose terms expire atseven. NOMINEESour 2005 Annual General Meeting are Pehong Chen, Lip-Bu Tan and Yichen Zhang.At the Annual General Meeting, the shareholders will elect a total of
four directors, two Class II directors who were scheduled to retire this year, andtwo directors,who were appointed to the Board this past year and are now subject to election by the shareholders.both of whom shall be Class I directors. If elected, these directors will serve until the20042006 AnnualMeeting except Daniel Mao, who will serve until the 2003 AnnualGeneral Meeting. In the event any nominee is unable or unwilling to serve as a director at the time of the Annual General Meeting, the proxies may be voted for the balance of those nominees named and for any substitute nominee designated by the present Board or the proxy holders to fill such vacancy, or for the balance of the nominees named without nomination of a substitute, or the size of the Board may be reduced in accordance withthe Bylaws of the Company.our Bylaws. The Board has no reason to believe that any of the persons named below will be unable or unwilling to serve as a nominee or as a director if elected.Vote Required
Assuming a quorum is present, the
fourelection of each of the two nomineesreceivingas directors will require thehighest numberaffirmative vote ofaffirmative votesa majority of sharesentitled to be voted for them will be elected as directors ofcast in person or cast by proxy at theCompany for the ensuing year.Meeting. Unless marked otherwise where Charles Chao or Edward Wu is appointed as proxy, proxies received will be voted FOR the election of each of thefourtwo nominees named below. In the event that additional persons are nominated for election as directors,thewhere Charles Chao and Edward Wu are appointed as proxy holders, they intend to vote all proxies received by them in such a manner as will ensure the election of as many of the nominees listed below as possible, and, in such event, the specific nominees to be voted for will be determined by the proxy holders.Nominees for the Board of Directors
The names of the nominees are listed below.
Nominee Names
Yongji Duan
Yan WangRecommendation of the Board
THE BOARD RECOMMENDS A VOTEFOR
THE ELECTION OF ALL NOMINEES NAMED ABOVE.5
PROPOSAL NO. 2
ORDINARY RESOLUTION TO INCREASE THE NUMBER OF
AUTHORIZED ORDINARY SHARES FROM 75,000,000 TO 150,000,000Our current Articles of Association provide that the Share Capital of the Company is US$13,725,000 divided into 75,000,000 ordinary shares of US$0.133 each and 3,750,000 preference shares of US$1.00 each. The Board has proposed that the Share Capital of the Company be increased to US$23,700,000 divided into 150,000,000 ordinary shares of US$0.133 each and 3,750,000 preference shares of US$1.00 each. The shareholders are being asked to approved the following Ordinary Resolution in accordance with Cayman Islands law:
THAT the share capital of the Company be increased by US$9,975,000 to US$23,700,000 by creation of an additional 75,000,000 ordinary shares of US$0.133 each such that thereafter the share capital of the Company shall be divided into 150,000,000 ordinary shares of par value US$0.133 each and 3,750,000 preference shares of par value US$1.00 each.
The purpose of the proposed amendment is to authorize additional Ordinary Shares of the Company, thereby granting the Board the authority to issue additional Ordinary Shares in connection with our acquisition of assets, technologies and businesses that are complementary to our existing business to allow us to take advantage of market opportunities or otherwise respond to competitive pressures, in connection with the raising of additional funds to finance the activities of the Company, or otherwise.
Required Vote
Assuming a quorum is present, the approval of Proposal No. 2 will require the affirmative vote of a majority of shares cast in person or cast by proxy at the Meeting. Unless marked otherwise where Charles Chao or Edward Wu is appointed as proxy, proxies received will be voted FOR Proposal No. 2.
Recommendation of the Board
THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR PROPOSAL 2.
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PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee has recommended, and the Board has approved, the appointment of PricewaterhouseCoopers as our independent auditors for the current fiscal year which ends on December 31, 2003. PricewaterhouseCoopers has served as our independent auditors since May 20, 1999. In the event that ratification of this selection of accountants is not approved by a majority of the shares of ordinary shares voting at the Annual General Meeting in person or by proxy, the Board will review its future selection of auditors.
A representative of PricewaterhouseCoopers is expected to be present at the Annual General Meeting. This representative will have an opportunity to make a statement and will be available to respond to appropriate questions.
Required Vote
Assuming a quorum is present, the approval of Proposal No. 3 will require the affirmative vote of a majority of shares cast in person or cast by proxy at the Meeting. Unless marked otherwise where Charles Chao or Edward Wu is appointed as proxy, their
agesproxies received will be voted FOR Proposal No. 3.Recommendation of the Board
THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR PROPOSAL 3.
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MANAGEMENT
Executive Officers and Directors
The following table provides information with respect to our executive officers and directors as of
October 18, 2001 and certain other information about them are set forth below:June 30, 2003:
NAME OF DIRECTOR AGE PRINCIPAL OCCUPATION DIRECTOR SINCE ---------------- --- -------------------- --------------CLASS II DIRECTORS Daniel Chiang............. 44 Co-Chairman of the Board March 1999 Ter Fung Tsao............. 56 Chairman, Standard Foods Taiwan Ltd. March 1999 NEWLY APPOINTED DIRECTORS Daniel Mao................ 37Name Age Position Yan Wang 31 Chief Executive Officer and Director June 2001 Bruno Wu.................. 34 Co-ChairmanDaniel Chiang 45 Chairman of the Board Charles Chao 37 Executive Vice President & Chief Financial Officer Hurst Lin 38 Chief Operating Officer Li-Cheng Chang 46 Executive Vice President & Chief Marketing Officer Pehong Chen 45 Director Yongji Duan 57 Director Daniel Mao 39 Director(1) Lip-Bu Tan 43 Director Ter Fung Tsao 57 Director Yichen Zhang 40 Director
(1) Mr. Mao is not seeking re-election as a member of the Company’s Board of Directors and will cease to be a director upon the expiration of his term at the Annual General Meeting of shareholders to be held September 15, 2003. Yan Wanghas served as our Chief Executive Officer and director since May 2003. Previously, he served as our President from June 2001 to May 2003, our General Manager of China Operations from September 1999 to May 2001 and as our Executive Deputy General Manager for Production and Business Development in China from April 1999 to August 1999. In April 1996, Mr. Wang founded the SRSnet.com division of Beijing Stone Rich Sight Limited, our wholly-owned subsidiary. From April 1996 to April 1999, Mr. Wang served as the head of our SRS Internet Group. Mr. Wang holds a B.A. in Law from the University of Paris.
Daniel Chianghas served as a director since March 1999. He served as the President and Chief Executive Officer of Sinanet.com, an Internet content and services company, from June 1996 until it merged into
SINA.comSINA Corporation in March 1999. Mr. Chiang currently serves as ourco-ChairmanChairman of the Board. Prior to joining Sinanet.com in June 1996, Mr. Chiang was the2President of Trend Micro, Inc., an Internet virus protection and content security company, from December 1993 to May 1996. Mr. Chiang received an M.A. in Political Economy from University of Texas, Dallas and a B.A. in Diplomacy from National Cheng-Chi University in Taiwan. Ter Fung Tsao has served as our director since March 1999. Mr. Tsao has served as Chairman of Standard Foods Taiwan Ltd., a packaged food company, since 1986. Before joining Standard Foods Taiwan Ltd., Mr. Tsao worked in several positions within The Quaker Oats Company, a packaged food company, in the United States and Taiwan. Mr. Tsao received a B.S. in Civil Engineering from Cheng Kung University in Taiwan, an M.S. in Sanitary Engineering from Colorado State University, and a Ph.D. in Food and Chemical Engineering from Colorado State University. Daniel MaoCharles Chaohas served as our Chief Financial Officer since February 2001 and Executive
OfficerVice President since April 2002. From September 1999 to January 2001, Mr. Chao served as our Vice President, Finance. Prior to joining us, Mr. Chao served as an experienced audit manager at PricewaterhouseCoopers, LLP, an accounting firm. Mr. Chao holds a Master of Professional Accounting degree from University of Texas at Austin, an M.A. in Journalism from University of Oklahoma andDirectora B.A. in Journalism from Fudan University in Shanghai, China.Hurst Linco-founded and served as the Vice President of Business Development of Sinanet.com from May 1995 until it merged into SINA Corporation in March 1999. From March 1999 to April 2002, Mr. Lin served as our Vice President of Business Development. Mr. Lin served as our General Manager of U.S. Operations from September 1999 until February 2003 and Executive Vice President of Global Business Development from April 2002 to June 2003. He has served as our Chief Operating Officer since June
2001.2003. Mr. Lin holds an M.B.A. from Stanford University and a B.A. in Engineering from Dartmouth College.Li-Cheng Changhas served as our Executive Vice President and Chief Marketing Officer since June 2003. Prior to June
2001,2003, Mr.Mao hasChang held a number of positions with the Company includingChief Operating OfficerSenior Vice8
President of Global Sales and Marketing from March19992002 to June19992003, Vice President of Sales andSeptember 1999Marketing from December 2001 toJune 2001, Acting Chief Financial Officer from September 1999 to November 1999,February 2002, andExecutiveVice President of Businessand Corporate Development from June 1999 to August 1999. Mr. Mao also served as our director from October 1997 to March 1999. Prior to joining us as an officerAlliance inMarch 1999, Mr. Mao was Vice President of Walden International Investment Group, a venture capital firm,Greater China Region from February19942001 toMarch 1999. Mr. Mao holds an M.S. in Engineering Economic Systems from Stanford University and a B.S. in Computer Science from Jiaotong University in Shanghai, China. Bruno Wu has served as our co-Chairman since SeptemberNovember 2001. Prior to joiningus,the Company, Mr.WuChang served as General Manager at Grey Taiwan for Grey International. Mr. Chang received his ExecutiveChairman for Sun Television Cybernetworks Holdings Ltd., a media company since August 2000 and as Chief Executive Officer for Sun Television Cybernetworks Holdings Ltd. since February 2001. Mr. Wu wasM.B.A. from International Business Institute of theChief Operating OfficerManagement College ofAsia Television Limited, a media company in Hong Kong, from June 1998 to February 1999. Mr. Wu has received a Diploma of Superior Studies in French Literature from the University of Savoie in France, a B.S. in Business Administration and Finance from Culver-Stockton College, a master degree from Washington University, a Ph.D. from BarringtonNational Taiwan University and aPh.D.B.A. inInternational PoliticsMass Communication fromFudanFu Jen Catholic University inShanghai, China. CONTINUING DIRECTORS Set forth below are the names of the Class I and Class III Directors, their ages as of October 18, 2001 and certain other information about them: CLASS III DIRECTORS (TERM ENDING IN 2002)Taiwan.
NAME OF DIRECTOR AGE PRINCIPAL OCCUPATION ---------------- --- --------------------Pehong Chen........................... 43 Chief Executive Officer, President and Chairman of the Board, Broadvision, Inc. Lip-Bu Tan............................ 41 General Partner, Walden International Investment GroupPehong Chenhas served as
oura director since March 1999. Mr. Chen has been the Chief Executive Officer, President and Chairman of the Board of Broadvision, Inc., a software applications company, since May 1993. Prior to founding Broadvision, Mr. Chen was Vice President of MultiMedia Technology at Sybase, Inc., an enterprise software company, from 1992 to 1993. From 1989 to 1992, Mr. Chen founded and was president of Gain Technology, a multimedia software tools company, which was acquired by Sybase. He received a B.S. in Computer Science from National Taiwan University, an M.S. in Computer Science from Indiana University and a Ph.D. in Computer Science from the University of California at Berkeley.Lip-Bu TanYongji Duanhas served as
our director since March 1999. Since 1984, Mr. Tan has been the General Partner of Walden International Investment Group, an international venture capital firm. Mr. Tan is currentlyadirector of Creative Technology Ltd., a multimedia technology company, Accelerated Networks, Inc., a telecommunications company, Centillium Communications, Inc., a semiconductor company, Integrated Silicon Solutions, Inc., a semiconductor company, and several other private companies. He holds an M.S. in Nuclear Engineering from the Massachusetts Institute of Technology and an M.B.A. from the University of 3San Francisco, where he serves on the Board of Trustees. Mr. Tan received his B.S. from Nanyang University, Singapore. CLASS I DIRECTORS (TERM ENDING IN 2003)
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION DIRECTOR SINCE --------------- --- -------------------- --------------Yongji Duan.................... 55 Chairman, Stone Group Corporation August 1997Yongji Duan has served as ourdirector since August 1997. Mr. Duan also served as a director for Rich Sight Investment Limited, one of our subsidiaries, from May 1993 through May 1999. Mr. Duan has served asthea Director of Stone Group Corporation, a holding company, since February 1991 and is now the Chairman of Stone Group Corporation. Mr. Duan has also served as President and Chief Executive Officer of Stone Electronic Technology Limited, a diversified electronics and consumer products company, since1990.1990 and since May 2002 has served as the Chairman of the Company. Since September 2001, Mr. Duan has served as a director of Sun Media Group Holdings Limited, a holding company. Mr. Duan holdsaan M.S. in Aeronautics Materials from Beijing Aeronautic College and a B.S. from Qinghua University.There are no family relationships among any of the directors or executive officers of SINA.com. MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS During the period from July 1, 2000 through June 30, 2001 (the "last fiscal year"), the Board met seven times. During the last fiscal year, each director attended 75% or more of the meetings held by the Board, with the exception of Yongji Duan. Mr. Duan attended five meetings in the last fiscal year. During the last fiscal year, the Audit Committee consisted of non-employee directors Pehong Chen, Lip-Bu Tan and Ter-Fung Tsao. Mr. Tsao was appointed to the Audit Committee on September 22, 2000 as a replacement for Mr. Yoshitaka Kitao who resigned from the Audit Committee and the Board of Directors on August 7, 2000. The Audit Committee held three meetings during the last fiscal year. During the last fiscal year, each director on the Audit Committee attended 75% or more of the meetings held by the Audit Committee, with the exception of Mr. Chen. Mr. Chen attended two meetings, or 66% of the meetings held. The Committee recommends the engagement of the firm of certified public accountants to audit the financial statements of the Company and monitors the effectiveness of the audit effort, the Company's financial and accounting organization and its system of internal accounting controls. During the last fiscal year, the Compensation Committee consisted of non-employee directors Pehong Chen and Lip-Bu Tan and held one meeting, which both directors attended. The Compensation Committee administers and grants stock options under the Company's stock option plans to executive officers. The Share Administration Committee consists of Daniel Chiang and Daniel Mao.Daniel Mao
was appointed to the Share Administration Committee in June 2001 when Zhidong Wang departed the Board of Directors and the Share Administration Committee. The Share Administration Committee held nine meetings during the last fiscal year. Mr. Chiang and Mr. Wang attended all the meetings. The Share Administration Committee grants stock options to non-executive employees under the Company's stock plans and makes recommendations to the Board regarding these matters. Nominations that are intended to be included in the Company's proxy statement for the 2001 Annual Meeting must be submitted no later than June 18, 2002. See "Deadline for Receipt of Stockholder Proposals for 2002 Annual Meeting." COMPENSATION OF DIRECTORS Except for reimbursement for reasonable travel expenses relating to attendance at board meetings and the grant of stock options, directors are not currently compensated for their services as directors but our Articles of Association provide that they may be compensated at the discretion of the directors. Employee directors are eligible to participate in our 1999 Stock Plan and 1999 Employee Stock Purchase Plan. Our non-employee directors are eligible to participate in our 1999 Directors' Stock Option Plan, or Directors Plan. The Directors Plan provides for the grant to nonemployee directors of: (1) a nonstatutory share option to purchase 37,500 ordinary shares on the date on which a nonemployee becomes a member of our board of directors, and (2) an 4has served as additional nonstatutory share option to purchase 15,000 shares on the date of the shareholders' meeting for each board member who has served on the board for at least six months. Pursuant to the Directors' Plan, on April 12, 2000, each of the non-employee directors including Pehong Chen, Yongji Duan, Yoshitaka Kitao, Lip Bu Tan and Ter Fung Tsao received an option to purchase 37,500 ordinary shares of SINA.com at an exercise price of $17.00 per share. These options vested fully upon grant. On September 28, 2001, Bruno Wu received an option to purchase 37,500 ordinary shares of SINA.com at an exercise price of $1.09 per share. On the date of this Meeting, Pehong Chen, Yongji Duan, Lip Bu Tan and Ter Fung Tsao shall receive an additional option to purchase 15,000 shares at the then prevailing market price. Outside of the Directors' Plan, our directors have received the following grants. Mr. Chen was granted an non-qualified option to purchase 110,000 shares of common stock of Sinanet.com in May 1998 under Sinanet.com's 1997 Stock Plan, which was converted into an option to purchase 70,762 ordinary shares at an exercise price of $.23 per share as a result of our acquisition of Sinanet.com. These options became fully vested upon the closing of the acquisition. Mr. Chiang, our co-Chairman of the Board, received on August 31, 1999, an option to purchase 226,291 ordinary shares of SINA.com at an exercise price of $1.00 per share. This option vests in equal installments over 48 months. Mr. Chiang is allowed to exercise this option immediately, subject to repurchase by us at cost if Mr. Chiang were to leave SINA.com. In addition, on October 12, 1999, Mr. Chiang received an option to purchase an additional 150,000 ordinary shares of SINA.com at an exercise price of $7.33 per share. This option vested completely on August 31, 2000. On October 12, 1999, Yongji Duan, a director of SINA.com, received an option to purchase 75,000 ordinary shares of SINA.com at an exercise price of $7.33 per share. This option vests in equal installments over 48 months. Mr. Duan is allowed to exercise this option immediately, subject to repurchase by us at cost if Mr. Duan were to leave SINA.com. As compensation for services rendered as the Chairman of the Board, Mr. Chiang received $25,000 for fiscal year ended June 30, 1999, $129,333.26 for fiscal year ended June 30, 2000 and $129,999.92 for fiscal year ended June 30, 2001. RECOMMENDATION OF THE BOARD: THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE. PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS PricewaterhouseCoopersthe Company's independent auditorsa Director sinceMay 20, 1999 and has been appointed by the Board to continue as the Company's independent auditors for the fiscal year endingJune30, 2002. In the event that ratification of this selection of auditors is not approved by a majority of the ordinary shares voting at the Annual Meeting in person or by proxy, the Board will reconsider its selection of auditors. A representative of PricewaterhouseCoopers is expected to be present at the Annual Meeting. This representative will have an opportunity to make a statement and will be available to respond to appropriate questions. RECOMMENDATION OF THE BOARD: THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2002 5INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT The following table sets forth certain information that has been provided to the Company with respect to the beneficial ownership of our ordinary shares as of September 30, 2001 by: - each shareholder known to us to own beneficially more than 5% of the ordinary shares; - each director; - each of our executive officers listed in the Summary Compensation Table in this Proxy Statement; and - all our directors and executive officers as a group. Percentage of beneficial ownership is based on 45,875,071 ordinary shares outstanding as of September 30, 2001, together with options that are exercisable within 60 days of September 30, 2001 for each shareholder. Beneficial ownership is determined in accordance with the rules of the SEC.
NUMBER OF OPTIONS NUMBER OF EXERCISABLE ORDINARY SHARES WITHIN BENEFICIALLY 60 DAYS OF EXCLUDING INCLUDING BENEFICIAL OWNERS OWNED 9/30/2001 OPTIONS OPTIONS ----------------- --------------- ----------- --------- ---------Entities affiliated with Yongji Duan(1)......... 4,883,580 112,500 10.6% 10.9% Entities affiliated with Bruno Wu(2)............ 4,592,944 37,500 10.0% 10.1% Entities affiliated with Lip-Bu Tan(3).......... 2,727,734 37,500 5.9% 6.0% Daniel Chiang(4)................................ 1,443,623 376,291 3.1% 3.9% Pehong Chen(5).................................. 43,732 108,262 * * Ter Fung Tsao(6)................................ 1,412,125 37,500 3.1% 3.2% Daniel Mao(7)................................... 900,706 156,250 2.0% 2.3% Zhidong Wang(8)................................. 1,393,279 -- 3.0% 3.0% Yan Wang........................................ 12,000 78,331 * * Charles Chao.................................... 403 96,453 * * Hurst Lin(9).................................... 536,406 18,333 1.2% 1.2% All directors and executive officers as a group (10 persons)(10).............................. 16,553,253 1,058,920 36.1% 37.5%--------------- * Less than one percent of the outstanding ordinary shares. (1) Includes 2,862,993 shares held by Stone Electronic Technology Ltd., 1,392,286 shares held by Soaring High Investment Limited, and 628,301 shares held by Springbend Holding Limited. Stone Group Corporation holds an interest in Stone Electronic Technology Limited and Springbend Holding Limited. Springbend Holding Limited and Stone Electronic Technology Limited together own Soaring High Investment Limited. Also includes 112,500 shares issuable to2001. Previously, Mr.Duan upon exercise of options exercisable on or before November 29, 2001. Mr. Duan, our director, is the Chairman of Stone Group Corporation and the President and Chief Executive Officer of Stone Electronic Technology Limited. The address for Stone Group Corporation is No. 2, Haidian Street, Zhong Guan Cun, Beijing, China. (2) Includes 4,592,944 shares held by Best Universe Group Limited which is 100% owned by Mr. Wu's wife. Also includes 37,500 shares issuable to Mr. Wu upon exercise of options exercisable on or before November 29, 2001. The address for Best Universe Group Limited is Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, BVI. The address for Mr. Wu is Room 6101, The Center, 99 Queen's Road, Central, Hong Kong. 6(3) Represents the shares owned by the entities affiliated with Lip-Bu Tan, a director of SINA.com, as follows: - 765,948 shares held by China Walden Venture Investments Ltd. - 226,181 shares held by CWV Investment, L.P. (Mr. Tan is a director of and owns an interest in China Walden Management Ltd, which is a general partner of CWV Investments, L.P. and serves as fund manager for China Walden Venture Investments Ltd. The address for both entities is 1501 CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong.) - 55,359 shares held by InfoTech Ventures, Ltd. - 89,563 shares held by WIIG Global Ventures Pte, Ltd. (Mr. Tan is a director of and owns an interest in Walden International Investment Group (S) Pte. Ltd., which serves as a fund manager for these entities. The address for both entities is 396 Alexandra Road, #16-03 BP Tower, Singapore 119954.) - 671,219 shares held by Pacven Walden Ventures III, L.P. - 794,169 shares held by Pacven Walden Ventures IV, L.P. - 15,570 shares held by Pacven Walden Ventures IV Associates Fund, L.P. (Mr. Tan is a director of and owns an interest in Pacven Walden Management Co. Ltd., which is a general partner of the general partners of these entities. Address for these entities is 750 Battery Street, Suite 700, San Francisco, CA 94111.) - 98,178 shares held by Seed Ventures II Limited. (Mr. Tan is a director of and owns an interest in Seed Ventures Management, which serves as a fund manager for this entity. The address for this entity is 396 Alexandria Road, #16-03 BP Tower, Singapore 119954.) Mr. Tan shares voting and investment power with respect to the shares held by the entities described above. He disclaims beneficial ownership of the shares in which he has no pecuniary interest. Also includes 11,547 shares held by a trust controlled by Mr. Tan and 37,500 shares issuable to Mr. Tan upon exercise of options exercisable on or before November 29, 2001. The address for Mr. Tan is c/o WIIG, 750 Battery Street, Suite 700, San Francisco, CA 94111. The 2,727,734 share total does not include 1,201,923 shares held by CTI Ltd., a wholly-owned subsidiary of Creative Technology Ltd. for whom Mr. Tan serves as a director. The address of CTI Ltd. is 31 International Business Park, Creative Resource, Singapore 609921. (4) Includes 10,972 shares held by his wife, 375,000 shares held DEPM Investors, L.P. where Mr. Chiang and his wife serve as general partners, and 169,471 shares held by Fongnien Daniel Chiang 1999 Grantor Retained Annuity Trust. Also includes 376,291 shares issuable upon exercise of options exercisable on or before November 29, 2001. The 1,443,623 share total does not include 480,769 shares held by Trend Micro, Inc. where Mr. Chiang's wife serves as a director and Chief Technology Officer. (5) Includes 43,732 shares held by a trust controlled by Mr. Chen. Also includes 108,262 shares issuable upon exercise of options exercisable on or before November 29, 2001. The address for Mr. Chen is c/o BroadVision, Inc., 585 Broadway, Redwood City, CA 94063. (6) Includes 37,500 shares issuable to Mr. Tsao upon exercise of options exercisable on or before November 29, 2001. The 1,412,125 share total does not include 43,553 shares held by Standard Foods of Taiwan, Ltd. and 354,675 shares held by Crosslink Technology Partners, LLC. Mr. Tsao is a director of Standard Foods of Taiwan and Crosslink Technology Partners, LLC. His address is c/o Helen Hsiao, 8F, Suite 801, 136, Jean-Ai Road, SEC. 3, Taipei, Taiwan. (7) Includes 356,250 shares subject to repurchase upon cessation of employment. (8) Mr. Wang's employment relationship and directorship with SINA.com was terminated effective as of June 1, 2001. Includes 1,070,761 shares held by Fraser Heritage Limited which is controlled by Mr. Wang and his wife. The address for Mr. Wang is Chaoyang Qu, Anhuili 3 Qu, 7-1-402, Beijing, China. 7(9) Includes 71,877 shares subject to repurchase upon cessation of employment. (10) Includes 12,192,711 shares held by entities affiliated with certain directors as described in notes 1-3. Also includes 428,127 shares subject to our right of repurchase at cost upon cessation of employment. Does not include 1,392,279 shares owned by Zhidong Wang. Except as otherwise indicated, the address of each person listed in the table is c/o SINA.com, Vicwood Plaza, Rooms 1801-4, 18th Floor, 199 Des Voeux Road, Central, Hong Kong, and the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them, subject to community property laws where applicable. EXECUTIVE OFFICERS OF REGISTRANT The following table sets forth specific information regarding our executive officers, directors and other key employees and their ages as of October 18, 2001:
NAME AGE POSITION ---- --- --------EXECUTIVE OFFICERS Daniel Mao...................... 37 Chief Executive Officer and Director Charles Chao.................... 35 Chief Financial Officer Hurst Lin....................... 36 Vice President, Business Development and General Manager of U.S. Operations Yan Wang........................ 29 PresidentDanielMaohasserved as our Chief Executive Officerand Director sincefrom June2001.2001 to May 2003. Prior to June 2001, Mr. Mao has held a number of positions with the Company including Chief Operating Officer from March 1999 to June 1999 and September 1999 to June 2001, Acting Chief Financial Officer from September 1999 to November 1999, and Executive Vice President of Business and Corporate Development from June 1999 to August 1999. Mr. Mao also served asoura director from October 1997 to March 1999. Prior to joining us as an officer in March 1999, Mr. Mao was Vice President of Walden International Investment Group,aan international venture capital firm, from February 1994 to March 1999. Mr. Mao holds an M.S. in Engineering Economic Systems from Stanford University and a B.S. in Computer Science from Jiaotong University in Shanghai, China.Charles ChaoLip-Bu Tanhas served as
our Chief Financial Officera director sinceFebruary 2001. From September 1999 to January 2001, Mr. Chao served as our Vice President, Finance. Prior to joining us, Mr. Chao served as an audit manager at PricewaterhouseCoopers, LLP, an accounting firm, from April 1998 to September 1999. From October 1995 to April 1998, he served as a senior auditor at PricewaterhouseCoopers, LLP. From September 1993 to October 1995, he served as a staff auditor at Arthur Anderson, LLP, an accounting firm. Mr. Chao holds a Master of Professional Accounting degree from University of Texas at Austin, an M.A. in Journalism from University of Oklahoma and a B.A. in Journalism from Fudan University in Shanghai, China. Hurst Lin co-founded and served as the Vice President of Business Development of Sinanet.com from May 1995 until it merged into SINA.com inMarch 1999.SinceMr. Tan is themerger,Founder and Chairman of Walden International, an international venture capital firm founded in 1984. Mr.Lin has served as our Vice PresidentTan is currently a director ofBusiness Development. Since September 1999, Mr. Lin has served as our General Manager of U.S. Operations. Mr. LinCreative Technology Ltd., a multimedia technology company, Centillium Communications, Inc., a semiconductor company, Flextronics International Ltd., an electronics manufacturing services company, Integrated Silicon Solutions, Inc., a semiconductor company, and several other private companies. He holds anM.B.A. from Stanford University and a B.A.M.S. in Nuclear Engineering fromDartmouth College. Yan Wang has served as our President since June 2001. Previously, he served as our General Managerthe Massachusetts Institute ofChina Operations since September 1999 and as our Executive Deputy General Manager for Production and Business Development in China from April 1999 to August 1999. In April 1996, Mr. Wang founded the SRSnet.com division of Beijing Stone Rich Sight Limited, our wholly-owned subsidiary. From April 1996 to April 1999, Mr. Wang served as the head of our SRS Internet Group. Mr. Wang holds a B.A. in LawTechnology, an M.B.A. from the University ofParis. 8San Francisco and a B.S. from Nanyang University, Singapore. Ter Fung Tsaohas served as a director since March 1999. Mr. Tsao has served as Chairman of Standard Foods Corporation (formerly known as Standard Foods Taiwan Ltd.), a packaged food company, since 1986. Before joining Standard Foods Taiwan Ltd., Mr. Tsao worked in several positions within The Quaker Oats Company, a packaged food company, in the United States and Taiwan. Mr. Tsao received a B.S. in Civil Engineering from Cheng Kung University in Taiwan, an M.S. in Sanitary Engineering from Colorado State University, and a Ph.D. in Food and Chemical Engineering from Colorado State University.
Yichen Zhanghas served as a director since May 2002. Since June 2002, Mr. Zhang has been the Deputy Chief Executive Officer of CITIC Capital Markets Holdings Ltd, an investment banking firm. From March 2000 to May 2002, Mr. Zhang served as Executive Director of CITIC Pacific Ltd. From September 1996 to February 2000, he served as Managing Director-Debt Capital Markets for Merrill Lynch (Asia Pacific), Ltd., another investment banking firm. Mr. Zhang holds a B.S. in Computer Science and Engineering from the Massachusetts Institute of Technology.
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There are no family relationships among any of the directors or executive officers of SINA Corporation.
Meetings and Committees of the Board of Directors
During the period from January 1, 2002 through December 31, 2002, the Board met four times. Each director attended at least 75% of all Board and applicable committee meetings during this time. The Board has a Compensation Committee, an Audit Committee and a Share Administration Committee.
During 2002, Pehong Chen and Lip Bu Tan served as members of the Compensation Committee. The Compensation Committee held one meeting during this time. The Compensation Committee administers and grants stock options under the Company’s stock option plans to executive officers.
During 2002, Pehong Chen, Lip Bu Tan and Ter Fung Tsao served as members of the Audit Committee. The Audit Committee held four meetings during this time. On November 4, 2002, Yichen Zhang replaced Pehong Chen as a member of the Audit Committee. The functions of the Audit Committee are to appoint, compensate and oversee the independent public accountants, oversee the accounting and financial reporting processes, and the internal and external audits of the Company, to provide to the Board the results of its examinations and recommendations derived therefrom, to outline to the Board improvements made, or to be made, in internal accounting controls, to supervise the finance function of the Company (which will include, among other matters, the Company’s investment activities) to engage and compensate independent counsel and other advisors as it deems necessary to carry out its duties, to grant pre-approvals of audit services and non-audit services, and to provide the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters which require Board attention. The Audit Committee has a written charter, which was amended in April 2003 and is attached asAppendix Ato this proxy statement.
During 2002, the Share Administration Committee consisted of Daniel Chiang and Daniel Mao. The Share Administration Committee held four meetings during 2002. The Share Administration Committee grants stock options to non-executive employees under the Company’s stock plans and makes recommendations to the Board regarding these matters. Mr. Mao has been replaced on the Share Administration Committee by Yan Wang.
The Board does not have a nominating committee or a committee performing the functions of a nominating committee.
Director Compensation
Except for reimbursement for reasonable travel expenses relating to attendance at board meetings and the grant of stock options, our directors, other than Daniel Chiang, are not currently compensated for their services as directors but our Articles of Association provide that they may be compensated at the discretion of the directors. Employee directors are eligible to participate in our 1999 Stock Plan and 1999 Employee Stock Purchase Plan. Our non-employee directors are eligible to participate in our 1999 Directors’ Stock Option Plan (the“Directors’ Plan”). The Directors’ Plan provides for the grant to nonemployee directors of: (1) a nonstatutory share option to purchase 37,500 ordinary shares on the date on which a nonemployee becomes a member of our Board of Directors, and (2) an additional nonstatutory share option to purchase 15,000 shares on the date of the shareholders’ meeting for each Board member who has served on the board for at least six months. On the date the Meeting, each of Pehong Chen, Yongji Duan, Lip Bu Tan, Ter Fung Tsao and Yi-Chen Zhang shall receive an additional option to purchase 15,000 shares at the then prevailing market price.
As compensation for services rendered as the Chairman of the Board, Mr. Chiang received $110,000 for the twelve-month period ending December 31, 2002.
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ORDINARY SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
INFORMATION REGARDING BENEFICIAL OWNERSHIP OF
PRINCIPAL SHAREHOLDERS AND MANAGEMENTThe following table sets forth certain information that has been provided to the Company with respect to the beneficial ownership of our ordinary shares as of June 30, 2003 by:
• each shareholder known to us to own beneficially more than 5% of the ordinary shares; • each director; • each of our executive officers listed in the Summary Compensation Table in this Proxy Statement; and • all our directors and executive officers as a group. Percentage of beneficial ownership is based on 47,468,914 ordinary shares outstanding as of June 30, 2003, together with options that are exercisable within 60 days of June 30, 2003 for each shareholder. Beneficial ownership is determined in accordance with the rules of the SEC.
Amount and Nature of Percent of Beneficial Ordinary Shares Name and Address of Beneficial Owners Ownership(#) Outstanding(%)(1) Entities affiliated with Yongji Duan(2) 8,849,024 18.6 Stone Electronic Technology Limited 27/ F, K. Wah Centre 191 Java Road, North Point Hong Kong Entities affiliated with Driehaus Capital Management, Inc.(3) 2,753,327 5.8 25 East Erie Chicago, IL 60611 Entities affiliated with Lip-Bu Tan(4) 970,234 2.0 Walden International Investment Group One California Street, 28th Floor San Francisco, CA 94111 Daniel Chiang(5) 1,819,914 3.8 Ter Fung Tsao(6) 1,179,625 2.5 c/o Helen Hsiao, 8F, Suite 801 136, Jean-Ai Road, SEC. 3 Taipei, Taiwan Daniel Mao(7) 1,484,038 3.1 Hurst Lin(8) 506,614 1.1 Pehong Chen(9) 91,994 * BroadVision, Inc.
585 Broadway
Redwood City, CA 94063Charles Chao(10) 169,592 * Yan Wang(11) 186,207 * Yichen Zhang 12) 52,500 * CITIC 26/ F CITIC Tower 1 Tim Mei Avenue, Central Hong Kong All directors and executive officers as a group (11 persons)(13) 15,318,992 31.1
* Less than one percent of the outstanding ordinary shares. 11
(1) For each named person, the percentage ownership includes ordinary shares which the person has the right to acquire within 60 days after June 30, 2003. However, such shares shall not be deemed outstanding with respect to the calculation of ownership percentage for any other person. Beneficial ownership calculations for 5% stockholders are based solely on publicly-filed Schedule 13D’s or 13G’s, which 5% stockholders are required to file with the SEC, and which generally set forth ownership interests as of December 31, 2002. (2) Includes 8,706,524 shares held by Sun Stone Media Group Limited (“SSMG”) for whom Mr. Duan serves as a director and 142,500 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003. Mr. Duan disclaims beneficial ownership of the shares in which he has no pecuniary interest. The address for SSMG is 11F/ A 1110, Hanwei Plaza, No. 7, Guanghua Road, Beijing, People’s Republic of China. (3) Beneficial ownership calculation is based solely on a review of Schedule 13G filings made with the Securities and Exchange Commission. Such filings set forth beneficial ownership as of December 31, 2002. (4) Represents the shares owned by the entities affiliated with Lip-Bu Tan, a director of SINA Corporation, as follows:
• 251,298 shares held by China Walden Venture Investments Ltd. • 74,307 shares held by CWV Investment, L.P. (Mr. Tan is a director of and owns an interest in China Walden Management Ltd, which is a general partner of CWV Investments, L.P. and serves as fund manager for China Walden Venture Investments Ltd. The address for both entities is 1501 CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong). • 18,359 shares held by InfoTech Ventures, Ltd. • 29,338 shares held by WIIG Global Ventures Pte, Ltd. (Mr. Tan is a director of and owns an interest in Walden International Investment Group(s) Pte. Ltd., which serves as a fund manager for InfoTech Ventures, Ltd. and WIIG Global Ventures Pte, Ltd. The address for both entities is 396 Alexandra Road, #16-03 BP Tower, Singapore 119954.) • 220,245 shares held by Pacven Walden Ventures III, L.P. • 260,342 shares held by Pacven Walden Ventures IV, L.P. • 5,019 shares held by Pacven Walden Ventures IV Associates Fund, L.P. (Mr. Tan is a director of and owns an interest in Pacven Walden Management Co. Ltd., which is a general partner of the general partners of Pacven Walden Ventures III, L.P., Pacven Walden Ventures IV, L.P., and Pacven Walden Ventures IV Associates Fund, L.P. Address for these entities is One California Street, 28th Floor, San Francisco, CA 94111). • 32,279 shares held by Seed Ventures II Limited. (Mr. Tan is a director of and owns an interest in Seed Ventures Management, which serves as a fund manager for this entity. The address for this entity is 396 Alexandria Road, #16-03 BP Tower, Singapore 119954).
Mr. Tan shares voting and investment power with respect to the shares held by the entities described above. He disclaims beneficial ownership of the shares in which he has no pecuniary interest. Also includes 11,547 shares held by a trust controlled by Mr. Tan and 67,500 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003.
(5) Includes 10,972 shares held by his wife, 375,000 shares held DEPM Investors, L.P. where Mr. Chiang and his wife serve as general partners, 169,471 shares held by Fongnien Daniel Chiang 1999 Grantor Retained Annuity Trust and 376,291 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003. (6) Includes 67,500 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003. (7) Includes 583,332 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003. 12
(8) Includes 6,251 shares subject to repurchase upon cessation of employment and 120,028 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003. (9) Includes 43,732 shares held by a trust controlled by Mr. Chen and 48,262 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003.
(10) Includes 169,189 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003. (11) Consists of 186,207 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003. (12) Consists of 52,500 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003. (13) Consists of 1,822,739 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003. Except as otherwise indicated, the address of each person listed in the table is SINA Corporation, Room 1802, United Plaza, No. 1468 Nanjing West Road, Shanghai 200040, China, Attention: Corporate Secretary. The persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them, subject to community property laws where applicable.
13
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows the compensation earned by (a) the
individualsindividual who served as theCompany'sCompany’s Chief Executive Officer duringthe fiscal year ended June 30, 2001,Calendar 2002 and (b) the three othermost highly compensatedindividuals who served as an executive officer of the Company during Calendar 2002 (collectively the “Named Executive Officers”). Information is also provided for the fiscalyearyears ended June 30,2001;2000 and(c) the compensation received by each such individual during the preceding fiscal year. SUMMARY COMPENSATION TABLEJune 30, 2001.Summary Compensation Table
Long-Term Compensation Awards Annual Compensation Securities Other Annual Underlying All Other Name and Principal Position Year Salary($) Bonus($) Compensation($) Options(#) Compensation($) Daniel Mao(1) 2002 (2) 289,583 131,250 — 2,000,000 33,000 (3) Chief Executive Officer 2001 232,500 23,650 — 375,000 — and Director 2000 175,000 — — — — Yan Wang(4) 2002 (2) 144,980 23,196 — 240,000 8,481 (5) President 2001 101,449 17,174 — 70,000 4,348 (5) 2000 48,309 7,246 — 108,000 3,261 (5) Charles Chao 2002 (2) 190,000 60,800 23,486 (6) 180,000 27,500 (7) Executive Vice 2001 155,833 10,196 60,491 (6) 186,250 110,147 (8) President and Chief 2000 — — — — — Financial Officer Hurst Lin(9) 2002 (2) 175,000 47,394 — 180,000 — Executive Vice 2001 172,192 8,999 — 70,000 — President, Global 2000 108,749 — — 150,000 — Business Development
LONG-TERM COMPENSATION AWARDS ANNUAL COMPENSATION ------------ ------------------------------------ SECURITIES FISCAL BONUS OTHER ANNUAL UNDERLYING ALL OTHER NAME YEAR SALARY($) ($) COMPENSATION($) OPTIONS(#) COMPENSATION($) ---- ------ --------- ------ --------------- ------------ ---------------Daniel Mao(1)...................... 2001 232,500 23,650 -- 375,000 --(1) Mr. Mao ceased to be an employee of the Company as of May 2003. (2) The information for 2002 is provided for Calendar 2002, the twelve-month period ending December 31, 2002. Due to the Fiscal Year Change we are providing information for this period instead of for Fiscal 2002. Information for Fiscal 2002 can be found in our 2002 Proxy Statement. (3) Mr. Mao received this amount as a housing allowance. (4) Mr. Wang was appointed Chief Executive Officer and Director 2000 175,000 -- -- -- -- Zhidong Wang(2).................... 2001 255,707 32,500 -- -- 380,566(3) Former President, Chief Executive 2000 147,246 16,667 -- 1,499,999 13,000(4) Officer and Director Charles Chao(5).................... 2001 155,833 10,196 60,491(6) 186,250 110,147(7) Chief Financial Officer Wang Yan(8)........................ 2001 101,449 17,174 -- 70,000 4,348(9) President 2000 48,309 7,246 -- 108,000 3,261(9) Hurst Lin.......................... 2001 172,192 8,999 -- 70,000 -- Vice President, Business 2000 108,749 -- -- 150,000 -- Development and General ManagerofU.S. Operations--------------- (1) Mr. Mao was appointed Chief Executive Officer and Director in June 2001. (2)the Company in May 2003.(5) Mr. Wang was terminated from his positions as President, Chief Executive Officer and Director effective as of June 1, 2001. (3) Includes $4,348 as a housing allowance. Also includes the forgiveness of a loan of $6,039 (RMB 50,000) on July 30, 2001 by Beijing Stone Rich Sigh Information Technology Co., Ltd., a subsidiary of SINA.com, and the forgiveness of a loan of $370,179 in 12 monthly installments from August 2001 to July 2002 by SINA.com. (4) Includes $2,000 paid on behalf of Mr. Wang as a housing allowance during our 2000 fiscal year. In addition to the housing allowance, Mr. Wang lived in a rent-free apartment located in Beijing, China, and owned by Beijing Stone Electronic Technology Limited, one of our shareholders. The fair market value of this is estimated to be $11,000. (5) Mr. Chao was appointed our Chief Financial Officer in February 2001. (6) Mr. Chao received this amount as a tax reimbursement payment. (7) The Company forgave a loan equal this amount as a bonus to Mr. Chao for his appointment as Chief Financial Officer. (8) Wang Yan was appointed President in June 2001. (9) Wang Yanreceived these amounts as a housing allowance.(6) Mr. Chao received this amount as a tax reimbursement payment. (7) Mr. Chao received this amount as a housing allowance. (8) The Company forgave a loan equal this amount as a bonus to Mr. Chao for his appointment as Chief Financial Officer. (9) Mr. Lin was appointed Chief Operating Officer of the Company in June 2003. Employment Agreements
In connection with Mr. Mao’s cessation of duties as Chief Executive Officer in May 2003, in accordance with his employment agreement with the Company, the Company and Mr. Mao entered into an Agreement and Mutual Release pursuant to which Mr. Mao received the following severance benefits in connection with his termination and in consideration for his release of all claims against the Company: (1) Mr. Mao will be paid his then-current monthly salary of $25,000, and will continue to receive comparable health insurance benefits, through May 31, 2005; (2) The vesting of any unvested stock option or shares of restricted stock held by Mr. Mao as of the date he ceased to be the Chief Executive Officer will continue to vest through May 31, 2005 in accordance with existing vesting schedules related to such stock options or restricted stock;
14
(3) Mr. Mao received a lump sum payment of $70,000 reflecting a bonus payable to him under the terms of his Employment Agreement; and (4) the Company continued to reimburse Mr. Mao for the cost of his Beijing apartment for a period of four months following his cessation of duties.We have entered into employment agreements with
Daniel MaoCharles Chao andWang Yan.Yan Wang.Mr.
MaoChao is a party to anoffer letterEmployment Agreement datedJanuary 11, 1999. Under the offer letter Mr. Mao is entitled an option to purchase 900,000 ordinary shares of SINA.com. This options vests over a four-year period. One-fourth (25%) of the shares subject to the option vests on the first anniversary of Mr. Mao's employment date and the remainder vests ratably over the following three years on a monthly basis. This option, however, allowed him to exercise immediately, subject to repurchase by us at cost upon cessation of his employment. 9Under this agreement, the vesting of his options will accelerate by one year in the eventJune 1, 2002 which provides, among other things, that Mr.Mao's employmentChao will receive certain severance benefits if he is terminatedby the Company.without cause or constructively terminated.Yan Wang is a party to a Labor Contract entered into on September 23, 1999 and amended on April 6, 2000. The contract terminates on September 22, 2003. Under the contract, the Company and Yan Wang may only terminate the contract for limited, delineated reasons akin to cause. In addition, under the contract, Yan Wang agrees to transfer his interest in the entity that operates the
Company'sCompany’s website in China upon his termination to the Company, or group of employees selected by the Company.OPTION/SARChange of Control Agreements
On November 27, 2000, the Company entered into change of control agreements with Daniel Mao, Yan Wang and Hurst Lin. On February 1, 2001 the Company entered into a change of control agreement with Charles Chao. In these agreements, the Company agreed to accelerate the vesting of all of these employees’ (or former employee, in the case of Mr. Mao) options upon a change of control in which the successor corporation does not assume such outstanding options. In addition, in connection with a termination without cause or resignation for good reason (as defined in the agreements) following a change of control, these employees will be entitled to a lump sum payment equal to their annual salary and projected bonus as well as a pro-rated amount of their bonus for the calendar or fiscal year of such departure.
15
OPTION GRANTS IN
THELASTFISCALCALENDAR YEARThe following table
providessets forth certain information for the twelve-month period ended December 31, 2002 with respect to grants of stock optionsgrantedto each of the Named ExecutiveOfficers in the last fiscal year. In addition, as required by Securities and Exchange Commission rules, the table sets forth the hypothetical gains that would exist for the options based on assumed rates of annual compound stock price appreciation during the option term.
INDIVIDUAL GRANTS(1) --------------------------------------------------------- POTENTIAL REALIZABLE VALUE PERCENT OF TOTAL AT ASSUMED ANNUAL RATES NUMBER OF OPTIONS/ SARS OF STOCK PRICE SECURITIES GRANTED TO EXERCISE APPRECIATION FOR OPTION UNDERLYING EMPLOYEES IN OF BASE TERM(2) OPTIONS/SARS FISCAL PRICE EXPIRATION --------------------------- NAME GRANTED(#) YEAR(%)(3) ($/SH)(4) DATE 5%($) 10%($) ---- ------------ ----------------- --------- ---------- ----------- -------------Daniel Mao............... 375,000 19.5% $1.74 6/2/11 $411,075 $1,037,475 Chief Executive Officer and Director Zhidong Wang............. -- -- -- -- -- -- Former President, Chief Executive Officer and Director Charles Chao............. 11,250 0.6% $6.50 10/30/10 46,069 116,269 Chief Financial Officer 39,750 2.1% $3.125 1/8/11 78,258 124,219 135,250 7.0% $1.50 3/29/11 124,976 315,416 Wang Yan................. 70,000 3.6% $3.125 1/8/11 137,812 347,812 President Hurst Lin................ 70,000 3.6% $3.125 1/8/11 137,812 347,812 Vice President, Business Development and General Manager of U.S. Operations--------------- (1)Officers. No stock appreciation rights were granted to the Named Executive Officersinduring Calendar 2002. All options granted by us during Calendar 2002 were granted under our 1999 Stock Plan and 1999 Executive Stock Option Plan. We granted options to purchase ordinary shares equal to a total of 3,221,800 shares during Calendar 2002. Options were granted at an exercise price equal to thelast fiscal year. Options vest over a four-year term ratably on a monthly basis except for Daniel Mao's option grant which vests ratably over 12 months. Thefair market value of our ordinary shares.These options have a
10-yearterm of 10 years, but are subject to earlier termination in connection with termination of employment.(2) The potential realizable value illustrates value that might be realized uponOptionees may pay the exercise price by cash, check, or delivery of already-owned ordinary shares in the capital of theoptions immediately priorCompany. Options granted to theexpirationNamed Executive Officers vest over a four-year term ratably on a monthly basis. For a discussion oftheir terms, assumingtreatment of certain options in thespecifiedevent of a change in control transaction, see the discussion under “Change of Control Agreements” above.Potential realizable values are net of exercise price before taxes, and are based on the assumption that our ordinary shares appreciates at the annual rate shown, compounded
rates of appreciation of the market price per share forannually, from the date of granttountil theendexpiration of theoption10-year term. These numbers are calculated based on SEC requirements and do not reflect our projection or estimate of future stock price growth. Actual gains, if any, on stock optionexercise areexercises will be dependentupon a number of factors, includingon the future performance of our ordinary shares. Unless the market price of the ordinary sharesandappreciates over thetiming ofoptionexercises, as well as the optionees' continued employment throughout the vesting period. There can beterm, noassurance that the amounts reflected in this tablevalue will beachieved. (3) The Company granted stock options representing 1,918,852 shares to employees in the last fiscal year. (4) The exercise price may be paid in cash, in ordinary shares valued at fair market value on the exercise date or through a cashless exercise procedure involving a same-day sale of the purchased shares. The 10Company may also financerealized from the optionexercise by loaning the optionee sufficient fundsgrants made topay the exercise price for the purchased shares and the federal and state income tax liability incurred by the optionee in connection with such exercise.executive officers.
Individual Grants Potential Realizable Value at Assumed Annual Rates Number of of Stock Price Securities Percent of Total Exercise Appreciation Underlying Options Granted of Base for Option Term Options(1) to Employees in Price Expiration Name Granted(#) Fiscal Year(%) ($/sh) Date 5%($) 10%($) Daniel Mao(2) 2,000,000 62.0 % 1.68 6/4/12 2,113,086 5,354,975 Chief Executive Officer and Director Yan Wang(3) 240,000 7.4 % 1.88 8/14/12 283,757 719,097 President Charles Chao 180,000 5.6 % 1.88 8/14/12 212,818 539,322 Executive Vice President and Chief Financial Officer Hurst Lin(4) 180,000 5.6 % 1.88 8/14/12 212,818 539,322 Executive Vice President, Global Business Development
(1) Information is provided for Calendar 2002, the twelve-month period ending December 31, 2002. Due to the Fiscal Year Change we are providing information for this period instead of for Fiscal 2002. Information for Fiscal 2002 can be found in our Proxy Statement for the 2002 Annual General Meeting of Shareholders. (2) Mr. Mao ceased to be an employee of the Company as of May 2003 (3) Mr. Wang was appointed Chief Executive Officer of the Company in May 2003 (4) Mr. Lin was appointed Chief Operating Officer of the Company in June 2003 16
AGGREGATED
OPTION/SAROPTION EXERCISES IN LASTFISCALCALENDAR YEARANDFISCALCALENDAR YEAR-END OPTION VALUESThe following table
sets forthprovides certain information with respect to stock options exercised by the Named Executive Officers during thefiscal yeartwelve-month period that endedJune 30, 2001. In addition, theon December 31, 2002. The tablesets forthalso provides the number of shares covered by stock options as ofthe fiscal year ended June 30, 2001,December 31, 2002, and the value of"in-the-money"“in-the-money” stock options, which represents the positivespreaddifference between the exercise price of a stock option and the market price of the shares subject to such optionat the end of the fiscal year ended June 30, 2001.
VALUE OF NUMBER OF UNEXERCISED UNEXERCISED IN-THE-MONEY OPTIONS/SARS AT OPTIONS/SARS AT SHARES VALUE FISCAL YEAR END(#) FISCAL YEAR END($) ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/ NAME EXERCISE(#) ($)(1) UNEXERCISABLE(2) UNEXERCISABLE(3) ---- ----------- -------- ------------------ ------------------Daniel Mao............................ -- -- --/375,000 --/-- Chief Executive Officer and Director Zhidong Wang.......................... -- -- 468,457/-- --/-- Former President, Chief Executive Officer and Director Charles Chao.......................... -- -- 73,536/168,964 1,014/11,158 Chief Financial Officer Wang Yan.............................. 12,000 220,000 52,289/125,711 --/-- President Hurst Lin............................. -- -- 7,291/62,709 --/-- Vice President, Business Development and General Manager of U.S. Operations--------------- (1) Value realized is calculated basedonthe fair market value of the Company's ordinary shares on the date of exercise minus the exercise price of the option and does not necessarily indicate that the optionee sold such stock. (2)December 31, 2002. No stock appreciation rights(SARs)were outstanding duringfiscal 2001. (3) Based onthe$1.59 per share closing price of the Company's ordinary shares on The Nasdaq Stock Market on June 30, 2001, less the exercise price of the options.last year.
Value of Unexercised Number of In-the-Money Shares Unexercised Options Options at Acquired on Value at Year End(1)(#) Year End(1)($) Name Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable(2) Daniel Mao(3)
Chief Executive Officer
and Director-0- -0- 624,999/1,750,001 2,989,995/8,435,005 Yan Wang(4)
President-0- -0- 179,040/358,960 411,601/1,551,449 Charles Chao
Executive Vice President and Chief Financial Officer-0- -0- 164,318/318,182 546,534/1,404,473 Hurst Lin(5)
Executive Vice President, Global Business Development-0- -0- 68,541/241,459 285,501/1,091,349
(1) Information is provided for Calendar 2002, the twelve-month period ending December 31, 2002. Due to the Fiscal Year Change we are providing information for this period instead of for Fiscal 2002. Information for Fiscal 2002 can be found in our Proxy Statement for the 2002 Annual General Meeting of Shareholders (2) Based on the $6.50 per share closing price of our ordinary shares on The Nasdaq Stock Market on December 31, 2002 less the exercise price of the options. (3) Mr. Mao ceased to be an employee of the Company as of May 2003 (4) Mr. Wang was appointed Chief Executive Officer of the Company in May 2003 (5) Mr. Lin was appointed Chief Operating Officer of the Company in June 2003 Notwithstanding anything to the contrary set forth in any of the
Company'sCompany’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate future filings, including this Proxy Statement, in whole or in part, the following Compensation and Audit Committee reports and the Stock Performance Graph which follows shall not be deemed to be incorporated by reference into any such filings.COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During
fiscal yearthe twelve-month period endedJune 30, 2001,December 31, 2002, the Compensation Committee ofSINA.com'sour Board of Directors (the"Committee"“Committee”) consisted of Mr. Pehong Chen and Mr. Lip-Bu Tan. The members of the Compensation Committee are independent non-employee directors.The following is a report of Committee describing the compensation policies applicable to the
Company'sCompany’s executive officers during thefiscal yeartwelve-month period endedJune 30, 2001.December 31, 2002. The Committee is responsible for establishing and monitoring the general compensation policies and compensation plans of the Company, as well as the specific compensation levels for executive officers. It also administers the granting of options to executive11employees under the Company'sCompany’s stock optionplans.plans.Executive officers who are also directors have not participated in deliberations or decisions involving their own compensation.GENERAL COMPENSATION POLICY17
General Compensation Policy
Under the supervision of the Board of Directors, the
Company'sCompany’s compensation policy is designed to attract and retain qualified key executives critical to theCompany'sCompany’s growth and long-term success. It is the objective of the Board of Directors to have a portion of eachexecutive'sexecutive’s compensation contingent upon theCompany'sCompany’s performance as well as upon theindividual'sindividual’s personal performance. Accordingly, each executiveofficer'sofficer’s compensation package is comprised of three elements: (i) base salary which reflects individual performance and expertise, (ii) variable bonus awards payable in cash and tied to the achievement of certain performance goals that the Board of Directors establishes from time to time for the Company and (iii) long-term stock-based incentive awards which are designed to strengthen the mutuality of interests between the executive officers and theCompany'sCompany’s shareholders.The summary below describes in more detail the factors which the Board of Directors considers in establishing each of the three primary components of the compensation package provided to the executive officers.
BASE SALARYBase Salary
The level of base salary is established primarily on the basis of the
individual'sindividual’s qualifications and relevant experience, the strategic goals for which he or she has responsibility, the compensation levels at companies which compete with the Company for business and executive talent, and the incentives necessary to attract and retain qualified management. Base salary is adjusted each year to take into account theindividual'sindividual’s performance and to maintain a competitive salary structure. Company performance does not play a significant role in the determination of base salary.CASH-BASED INCENTIVE COMPENSATIONCash-Based Incentive Compensation
Cash bonuses are awarded on a discretionary basis to executive officers on the basis of their success in achieving designated individual goals and the
Company'sCompany’s success in achieving specific company-wide goals.LONG-TERM INCENTIVE COMPENSATIONLong-Term Incentive Compensation
The Company has utilized its stock option plans to provide executives and other key employees with incentives to maximize long-term
stockholdershareholder values. Awards under this plan by the Board of Directors take the form of stock options designed to give the recipient a significant equity stake in the Company and thereby closely align his or her interests with those of theCompany'sCompany’s shareholders. Factors considered in making such awards include theindividual'sindividual’s position in the Company, his or her performance and responsibilities, andinternalcomparability considerations.Each option grant allows the executive officer to acquire shares of ordinary shares at a fixed price per share (the fair market value on the date of grant) over a specified period of time (up to 10 years). The options typically vest in periodic installments over a four-year period, contingent upon the executive
officer'sofficer’s continued employment with the Company, although exceptions may be made when deemed necessary or appropriate. Accordingly, the option will provide a return to the executive officer only if he or she remains in theCompany'sCompany’s service, and then only if the market price of the ordinary shares appreciates over the option term. In addition to the stock option plans, executive employees are eligible to participate in theCompany'sCompany’s 1999 Employee Stock Purchase Plan.COMPENSATION OF THE CHIEF EXECUTIVE OFFICERCompensation of the Chief Executive Officer
Daniel Mao
becamewas theCompany'sCompany’s Chief Executive Officerin June 2001 replacing Zhidong Wang who had served as the Company's President and Chief Executive Officer since August 1999. In connection with Mr. Mao's appointment, the Compensation Committee granted Mr. Mao an option grant to purchase 375,000 12shares that vests ratably over 12 months. The Committee examined the level of equity incentives held by other officers as well as Mr. Mao's value, tenure, responsibilities and experience prior to approving the grant.during Calendar 2002.The factors discussed above in
"Base“Base Salaries," "Cash-Based” “Cash-Based Incentive Compensation,"” and"Long-Term“Long-Term IncentiveCompensation"Compensation” were also applied in establishing the amount of Mr.Mao'sMao’s salary and stock option grant. Significant factors in establishing Mr.Mao'sMao’s compensation include his performance and responsibilities, andinternalcomparability considerations.DEDUCTIBILITY OF EXECUTIVE COMPENSATIONMr. Mao’s base salary for the twelve-month period ended December 31, 2002 was $289,583. Mr. Mao received $131,250 in cash-based incentive compensation based on18
achievement by the Company of quarterly performance metrics set by the Board. In addition, he received a housing allowance of $33,000.Deductibility of Executive Compensation
The Committee has considered the impact of Section 162(m) of the Internal Revenue Code adopted under the Omnibus Budget Reconciliation Act of 1993, which section disallows a deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for the CEO and four other most highly compensated executive officers, respectively, unless such compensation meets the requirements for the
"performance-based"“performance-based” exception to Section 162(m). As the cash compensation paid by the Company to each of its executive officers is expected to be below $1 million and the Committee believes that options granted under theCompany's 1999 StockCompany’s Executive Plan and 1999 Executive Stock Plan to such officers will meet the requirements for qualifying as performance-based, the Committee believes that Section 162(m) will not affect the tax deductions available to the Company with respect to the compensation of its executive officers. It is theCommittee'sCommittee’s policy to qualify, to the extent reasonable, its executiveofficers'officers’ compensation for deductibility under applicable tax law. However, the Company may from time to time pay compensation to its executive officers that may not be deductible.
Compensation Committee: Pehong Chen Lip-Bu Tan Compensation
Committee: Pehong Chen Lip-Bu Tan COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONCommittee Interlocks and Insider ParticipationNo member of the compensation committee serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee. See
"Related“Related PartyTransactions"Transactions” for a description of transactions betweenSINA.comthe Company and entities affiliated with the members of the compensation committee.13AUDIT COMMITTEE REPORT
TheDuring the twelve-month period ended December 31, 2002, the audit committee of the
Company'sCompany’s board of directors (the"Audit Committee"“Audit Committee”)consistsconsisted of three non-employee directors,Pehong Chen, Lip-BuLip Bu Tan,andTer Fung Tsao and Yichen Zhang, each of whom has been determined to be independent as defined by the Nasdaq Marketplace Rules. The Audit Committee operates under a written charter adopted by the board of directors, which was amended in April 2003 and is attached to this Proxy Statement asAppendixA. Among its other functions, the Audit Committee recommends to the board of directors,A.The audit committee selects, subject to stockholder ratification, the
selection ofaccounting firm to be engaged as theCompany'sCompany’s independentaccountants. Management is responsible for the Company's internal controls and the financial reporting process.auditors, currently PricewaterhouseCoopers, LLC.The independent
accountantsauditors are responsible for performing an independent audit of theCompany'sCompany’s consolidated financial statements in accordance with generally acceptedaccounting principlesauditing standards and to issue a report thereon. Management is responsible for our internal controls and the financial reporting process. The audit committee is responsible for monitoring and overseeing these processes.The Audit
Committee's responsibility isCommittee held four meetings during the calendar year that ended December 31, 2002. The meetings were designed tomonitorfacilitate andoversee these processes. In this contextencourage communication between the Audit Committee,has metmanagement, the internal auditors andheld discussions with management and theour independentaccountants.public accountants, PricewaterhouseCoopers, LLC. Management represented to the Audit Committee thatthe Company'sour consolidated financial statements were prepared in accordance with generally accepted accountingprinciples, and theprinciples. The Audit Committeehasreviewed and discussed the audited consolidated financial statements for fiscal year 2002 with management and the independent accountants.The Audit Committee discussed with the independent accountants the matters required to be discussed by Statement on Auditing Standards No.
61.61,Communication with Audit Committees, as amended.19
The
Company'sAudit Committee has received and reviewed the written disclosures and the letter from the independent accountants,also provided to the Audit Committee the written disclosurePricewaterhouseCoopers, LLC as required by Independence Standards Board Standard No. 1,"IndependenceIndependence Discussions with Audit Committees."Additionally, the Audit Committee has discussed with PricewaterhouseCoopers, LLC the issue of its independence from SINA Corporation and considered whether the non-audit services provided by the independent auditors are compatible with maintaining its independence.Based on
the Audit Committee'sits discussion with management and the independentaccountants,auditors, andthe Audit Committee'sits review ofthe representation of management and the report of the independent accountants to the Audit Committee, the Audit Committee recommended that the board of directors includethe audited consolidated financial statements, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included inthe Company's Annualour Transition Report on Form 10-K for thefiscal yearsix-month period endedJune 30, 2001 filed with the Securities and Exchange Commission.December 31, 2002Submitted by the Audit Committee of the
Company'sCompany’s Board ofDirectors, Pehong Chen Lip-Bu Tan Ter Fung TsaoDirectors:
Lip Bu Tan Ter Fung Tsao Yichen Zhang FEES BILLED FOR SERVICES RENDERED BY
PRINCIPAL ACCOUNTANTINDEPENDENT AUDITORSFor the Transition 2002, the six-month period ending December 31, 2002, as well as our two prior full fiscal
year endedyears ending on June 30, 2002 and June 30, 2001, respectively, PricewaterhouseCoopers, LLC, our independent auditor and principal accountant, billed the fees set forth below.
Audit Fees.................................................. $200,000 Financial Information Systems and Design Implementation Services.................................................. -- All Other Fees.............................................. $ 22,750 Tax Services.............................................. -- Registration Statements................................... -- Total Fees.................................................. $222,75014The audit committee of the Board of Directors has considered whether the non-audit services provided by PricewaterhouseCoopers LLP are compatible with maintaining its independence, and affirmatively approved the provision of such non-audit services by PricewaterhouseCoopers, LLC.
Six-Month Fiscal Year Fiscal Year Period Ending Ending Ending December 31, June 30, June 30, 2002 2002 2001 Audit Fees 200,000 200,000 200,000 Audit-Related Fees 45,000 35,000 — Tax Fees 12,900 19,184 22,750 All Other Fees — — — CERTAIN TRANSACTIONS
Since July 1, 2000, we have not been a party to any transaction or series of similar transactions in which the amount involved exceeded $60,000Certain employment and
in which any director, executive officer or holder of more than 5% of our ordinary shares had or will have a direct or indirect material interest other than: - standardcompensation arrangementswhichbetween the Company and its directors and executive officers are described under"Compensation“Compensation of ExecutiveOfficers" or "Director Compensation" - the transactions described below. SUN TELEVISION RELATIONSHIP Dr.Officers,” “Director Compensation,” “Employment Agreements,” and “Change of Control Agreements.”Sun Television Relationship
Mr. Bruno Wu,
ourformer co-Chairmanwasof the Company, has served as the Executive Chairman and Chief Executive Officer of SunTelevision CybernetworksMedia Group Holdings Limited("(“SunTV"Media”), and his wife, Ms. Lan Yang, is the Chairman and Chief Executive Officer of SunTV.Media. On September 28, 2001,SINA.comSINA Corporation completed its acquisition of 2,028,122,000 ordinary shares of SunTV,Media, representing approximately 29% of SunTV,Media, from Ms. Yang forUS$7.9$7.9 million in cash and 4,592,944 newly issued SINA ordinaryshares, plus up to anshares. An additional 3,280,674 newly issued SINA ordinary shares were to be issued to Ms. Yang over the next 18 monthsif Sun TV meetsupon the achievement of certain performance targetspursuant to aby Sun Media as provided in the Share Purchase Agreement dated September 12, 2001. The receipt of this contingent consideration was, however, waived by Ms. Yang in April 2002 pursuant to an amendment to the original Share Purchase Agreement. In addition, as provided for in the Share Purchase Agreement,US$4$4.0 million of the cash consideration has been retained by SINA to satisfy Ms.Yang'sYang’s commitment to lend such amount to SINA in accordance with the terms of a loan agreement20
between SINA and Ms. Yang. In turn, SINA lent the amount ofUS$4$4.0 million to SunTVMedia in accordance with the terms of a loan agreement between SINA and SunTV.Media. In April 2002, both loan facilities were terminated through mutual agreements and all the accrued interests on the loans were waived. As a result, Sun Media repaid $4.0 million directly to Ms. Yang. As part of the acquisition, we will work with SunTVMedia to cross-sell, cross-promote and develop and syndicate content for broadband and cross-media.Daniel Mao, our Chief Executive Officer, and Charles Chao, our Chief Financial Officer, became members of Sun TV's board of directors as a result of the transaction.As part of the transaction,Dr.Mr. Wu became a director and co-chairman of the board of directors of SINA and is entitled to a fee ofUS$100,000$100,000 on an annualized basis for his consulting service to SINA in accordance with the terms of a consultancy agreement between SINA andDr.Mr. Wu.AGREEMENTS INVOLVING BSRSIn April 2002, Mr. Wu resigned as a director of the Company and the consultancy agreement was terminated.Agreements Involving BSIT
Our subsidiary Beijing SINA Information Technology Co., Ltd. (formerly known as Beijing Stone Rich Sight Information Technology Co., Ltd.)(“BSIT”), has entered into a loan agreement with Wang Zhidong, our former President, Chief Executive Officer and Director, and a loan agreement with Yan Wang, our former President and current Chief Executive Officer, pursuant to which we agreed to provide Wang Zhidong an interest-free loan of RMB700,000 and Yan Wang an interest-free loan of RMB300,000, for the purposes of providing capital to Beijing SINA Internet Information Services Co., Ltd. (the“ICP Company”), an Internet content provider that operates the Company’s website in China. Prior to his departure, Wang Zhidong owned 70% of outstanding shares of
Beijing SINA Internet Information Services Co., Ltd., orthe ICP Companya Chinese Internet content provider that operatesand theCompany's website in China.other 30% of the outstanding shares of the ICP Company were owned by Yan Wang. Pursuant to his departure, Wang Zhidong entered into a share transfer agreement dated August 15, 2001 whereby he transferred his entire ownership in the ICP Company to Daniel Mao, our former Chief Executive Officer, and four non-executive employees ofour subsidiary Beijing Stone Rich Sight Information Technology Co. Ltd., or BSRS.BSIT. WithBSRS'BSIT’s consent, Wang Zhidong transferred his repayment obligation of the RMB700,000 loan, whichMr. Wanghe borrowed fromBSRSBSIT for purposes of setting up the ICP Company, to Daniel Mao, our former Chief Executive Officer, and four non-executive employees ofBSRS,BSIT. Pursuant to the Debt Transfer and Assumption Agreement dated August 15, 2001, Daniel Mao assumed RMB300,000 of the loan from Wang Zhidong and each ofthosethe four employees assumedRMB300,000 andRMB100,000loan obligation respectively from Wang Zhidong in accordance with the termsofa debt transfer and assumption agreement dated August 15, 2001.such loan. On August 16, 2001,BSRS,BSIT, entered into a Repayment Agreement withDanielMr. Mao,our Chief Executive Officer,Yan Wangour President,and the fourothernon-executiveBSRSBSIT employees. Pursuant to the Repayment Agreement, these employees agreed to transfer their ownership in the ICP Company to any person specified byBSRSBSIT so long as such transfer would not violate Chinese law. Mr. Mao transferred all rights and obligations with respect to such Repayment Agreement to two non-executive employees and repaid the $600,000 loan immediately following his departure as Chief Executive Officer.In addition,
BSRSBSIT has agreed to provide Yan Wang interest free loans of RMB750,000 for purposes of setting up Beijing SINA Interactive Advertising Co., Ltd., (the“Ad Company”), and RMB300,000 for purposes of setting up Guangdong SINA Internet Information Service Co., Ltd., or GSIIS. The Ad Company is 75% owned by Mr. Wang and 25% owned by BSIT, GSIIS is 10% owned by Mr. Wang and 90% owned by five non-executive employees of BSIT.Indebtedness of Management
On June 17, 1999, we granted Daniel Mao, our former Chief Executive Officer, an option to purchase 900,000 of our ordinary shares at an exercise price of $.6667 per share under our 1999 Stock Plan. This option was immediately exercisable subject to our right to repurchase at cost any shares that remain unvested upon cessation of employment. In connection with the
ICP Company and RMB750,000 for purposesexercise ofsetting upthis option on July 28, 1999, we provided a loan to Mr. Mao, pursuant to a full recourse note, in theAd Company. TERMINATION AGREEMENTSprincipal amount of $600,000 with an interest rate of 5.74% per annum, due on July 28, 2004. This loan has not been amended since its issuance. The entire principal amount of this loan, plus accrued interest is currently outstanding.On
JulyAugust 31, 1999, we granted Hurst Lin, our current Executive Vice President of Global Business Development, an option to purchase 150,000 of our ordinary shares at an exercise price of $1.00 per share under our 1999 Stock Plan. This option was immediately exercisable subject to our right to repurchase at cost any shares that remain unvested upon cessation of employment. In connection with the exercise of this option on September 30,2001,1999, we provided a loan to Mr. Lin, pursuant to a full recourse note, in theCompany entered into a Separation and General Release Agreementprincipal21
amount of $150,000 with an interest rate of 5.87% per annum, due on September 30, 2004. This loan has not been amended since its issuance. The entire principal amount of this loan, plus accrued interest is currently outstanding.BSIT, one of our subsidiaries, agreed to provide Yan Wang,
Zhidong,our former President and current Chief ExecutiveOfficer. Pursuant to the agreement, Mr. Wang agreed to resign or be terminated from all his positions with the Company and to become a consultant to the Company 15until July 29, 2002. As a consultant, Mr. Wang will be paid $275,000 on an annualized basis. In addition, we accelerated Mr. Wang's vesting schedule as to options to purchase 134,137 shares and forgave notes in the amount of $370,178.94 and 50,000RMB. On January 17, 2001, the Company entered into a Termination Agreement with Victor Lee, our former chief financial officer. Pursuant to the agreement, Mr. Lee agreed to resign from all his positives with the Company effective as of January 31, 2001 and to become a consultant to the Company until June 30, 2001. As a consultant, Mr. Lee will be paid a monthly payment of US$17,500. In addition, the Company agreed to pay Mr. Lee US$346,203.74 as a bonus when Mr. Lee repaid the Company a loan in the principal sum of US$412,312.50 with interest upon his departure from the Company. CHANGE OF CONTROL AGREEMENTS On November 27, 2000, the Company has entered into the change of control agreements with Daniel Mao, Wang Yan and Hurst Lin and on February 1, 2000 with Charles Chao. In these agreements, the Company agreed to accelerate the vesting of all their options upon a change of control in which the successor corporation does not assume the outstanding options. In addition, in connection with a termination without cause or resignation for good reason (as defined in the agreements) following a change of control, these employees will be entitled to a lump sum payment equal to their annual salary and projected bonus as well as a pro-rated amount of their bonus for the calendar or fiscal year of such departure. INDEBTEDNESS OF MANAGEMENT BSRS has agreed to provide Wang YanOfficer, an interest-free loan of RMB300,000 for purposes of providing capital to the ICP Company in 1999, an interest-free loan of RMB300,000 for purposes of providing capital to GSIIS, in 2001 and an interest-free loan of RMB750,000 for the purposes of providing capital to the AdCompany. TheseCompany in 1999. The entire principal amount of each of these loanswill be repayable within 3 years from the date the agreement was entered into, which period may be extended or reduced as agreed by the parties. BSRSis currently outstanding.BSIT has agreed to provide Wang Zhidong, an interest-free loan of RMB700,000 for purposes of providing capital to the ICP Company. As a result of the transfer of shares of the ICP Company from
Mr.Wang Zhidong toDanielMr. Mao and the fourothernon-executive employees ofBSRS, DanielBSIT, Mr. Mao assumed RMB300,000 of the loan from Wang Zhidong and each ofthosethe four employeeshas agreedassumed RMB100,000 of such loan in August 2001. Mr. Mao transferred all rights and obligations with respect toassume RMB300,000such Repayment Agreement to two non-executive employees andRMB100,000repaid the $600,000 loanobligation respectively from Mr. Wang. INDEMNIFICATION AGREEMENTSimmediately following his departure as Chief Executive Officer. The entire principal amount of each of these loans is currently outstanding.Indemnification Agreements
We have entered into indemnification agreements with our officers and directors containing provisions which may require us, among other things, to indemnify our officers and directors against certain liabilities that may arise by reason of their status or service as officers or directors, other than liabilities arising from willful misconduct of a culpable nature, and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.
REGISTRATION RIGHTS AGREEMENTSRegistration Rights Agreements
Some of our shareholders are entitled to have their shares registered by us for resale.
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STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total
stockholdershareholder return data for theCompany's stockCompany’s shares since April 13, 2000 the date on which theCompany's stock wasCompany’s shares were first registered under Section 12 of the Securities Exchange Act of 1934, (as amended) and ending on June 30, 2003, to the cumulative return over such period of (i) the The Nasdaq National Market Composite Index and (ii) the Morgan Stanley Internet Index("MOX"(“MOX”).Measurement points are April 13, 2000 (the first trading day) and the last trading day for each of the Company's fiscal years ended June 30, 2000 and June 30, 2001.The graph assumes that $100 was invested on April 13, 2000 in the ordinary shares of the Company and in each of the comparative indices. The graph further assumes that such amount was initially invested in the ordinary shares of the Company at a per share price of $17.00, the price to which suchstock wasshares were first offered to the public by the Company on the date of its initial public offering. The stock price performance on the following graph is not necessarily indicative of future stock price performance.COMPARISON OF 38 MONTH CUMULATIVE TOTAL RETURN*
AMONGSINA.COM,SINA CORPORATION, THE NASDAQSTOCKNATIONAL MARKET(U.S.)COMPOSITE INDEXAND THE MORGAN STANLEY INTERNET INDEX(PERFORMANCE GRAPH)
-------------------------------------------------------------------------------- 4/13/00 6/30/00 6/30/01 --------------------------------------------------------------------------------SINA.com 100 124 8 The Nasdaq Stock Market (U.S.) Index 100 108 59 Morgan Stanley Internet Index ("MOX") 100 95 25 --------------------------------------------------------------------------------* Assumes $100 invested on April 13, 2000 in stock or index, including reinvestment of dividends. 17DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING Proposals of shareholders intended to be included in the Company's proxy statement for the 2002 Annual Meeting of Shareholders must be received by Charles Chao, SINA.com, 1313 Geneva Drive, Sunnyvale, CA 94089, no later than June 18, 2002. If the Company is not notified of a stockholder proposal by August 27, 2002, then the proxies held by management of the Company provide discretionary authority to vote against such stockholder proposal, even though such proposal is not discussed in the Proxy Statement. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
4/13/2000 6/30/2000 12/29/2000 6/29/2001 12/31/2001 6/28/2002 12/31/2002 6/30/2003 SINA Corporation $ 100.00 $ 150.71 $ 18.35 $ 9.35 $ 9.29 $ 10.29 $ 38.24 $ 119.12 Nasdaq Composite Index $ 100.00 $ 103.30 $ 64.34 $ 56.27 $ 50.80 $ 38.11 $ 34.78 $ 42.27 Morgan Stanley Internet Index $ 100.00 $ 90.01 $ 34.80 $ 23.72 $ 16.76 $ 9.18 $ 9.57 $ 13.24 Section 16 Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the
Company'sCompany’s directors, executive officers and persons who own more than 10% of theCompany'sCompany’s ordinary shares (collectively,"Reporting Persons"“Reporting Persons”) to file with theSecurities and Exchange Commission ("SEC")SEC initial reports of ownership and changes in ownership of theCompany'sCompany’s ordinary shares. Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file. To theCompany'sCompany’s knowledge, based solely on its review of the copies of such reports received or written representations from certain Reporting Persons that no other reports were required, the Company believes that duringits fiscalthe year that endedJune 30, 2001December 31, 2002 all Reporting Persons complied with all applicable filing requirements.OTHER MATTERS23
Equity Compensation Plan Information
The following table gives information about our ordinary shares that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of June 30, 2003, including the Sinanet.com 1997 Stock Plan, SRS International Ltd. 1997 Stock Option Plan, 1999 Stock Plan, 1999 Executive Stock Plan, 1999 Directors’ Stock Plan and 1999 Employee Stock Purchase Plan.
Number of Securities Remaining Available for Future Issuance Number of Securities to Weighted Average Under Equity be Issued Upon Exercise Price of Compensation Plans Exercise of Outstanding Outstanding (excluding securities Options, Warrants and Options, Warrants reflected in Rights and Rights Columns(a)) Plan Category (a) (b) (c) Equity compensation plans approved by shareholders 7,099,290 (1) $ 6.563 5,489,229 (2)(3) Equity compensation plans not approved by shareholders — N/A — TOTAL 7,099,290 $ 6.563 5,489,229
(1) Excludes purchase rights accruing under the 1999 Employee Stock Purchase Plan (“the Purchase Plan”). Under the Purchase Plan, eligible employees may purchase ordinary shares at semi-annual intervals at a purchase price per share equal to 85% of the lower of (i) the fair market value of the ordinary shares on an employee’s entry date into an offering period in which that semi-annual purchase date occurs or (ii) the closing selling price per share on the semi-annual purchase date. (2) Includes shares available for future issuance under the Purchase Plan. The Purchase Plan, designed to comply with Internal Revenue Code Section 423, includes an “evergreen” feature, which provides for an automatic annual increase in the number of shares available under the plan equal to the lesser of 600,000 shares, 0.5% of the ordinary shares outstanding on the last day of the immediately preceding fiscal year, or such lesser number of shares as is determined by the Board of Directors. (3) Includes shares available for future issuance under the 1999 Stock Option Plan (the “1999 Plan”). The 1999 Plan includes an “evergreen” feature, which provides for an automatic annual increase in the number of ordinary shares available under the plan on the first day of each of the fiscal years through 2005, equal to the lesser of 750,000 shares, 3% of our outstanding ordinary shares on the last day of the immediately preceding fiscal year, or a lesser number of shares determined by the Board of Directors. Other Matters
The Board of Directors knows of no other business that will be presented to the Annual General Meeting. If any other business is properly brought before the Annual General Meeting, proxies in the enclosed form will be voted in respect thereof as the proxy holders deem advisable.
24
It is important that the proxies be returned promptly and that your shares be represented. Shareholders are urged to mark, date, execute and promptly return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors, /s/ CHARLES CHAO Charles Chao Chief Financial Officer October 19, 2001, Sunnyvale, California 18
By Order of the Board of Directors, Charles Chao Chief Financial Officer and Secretary Shanghai, China
August 22, 200325
APPENDIX A
SINA.COM AMENDEDSINA CORPORATION
CHARTER FOR THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORSPURPOSEPurpose and Powers
The purpose of the Audit Committee established by this charter will be to
make such examinations as are necessary to monitoroversee thecorporateaccounting and financial reporting processes, and the internal and external audits ofSINA.comSina Corporation (the"Company"“Company”), to provide to the Board of Directors (the"Board"“Board”) the results of its examinations and recommendations derived therefrom, to outline to the Board improvements made, or to be made, in internal accounting controls, tonominateappoint, compensate and oversee the Company’s independentauditors,accountants, to supervise the finance function of the Company (which will include, among other matters, theCompany'sCompany’s investment activities) to engage and compensate independent counsel and other advisors as it deems necessary to carry out its duties, to grant pre-approvals of audit services and non-audit services, and to provide the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters which require Board attention.The Audit Committee will undertake those specific duties and responsibilities listed below, and such other duties as the Board from time to time may prescribe.
CHARTER REVIEWCharter Review
The Audit Committee will review and reassess the adequacy of this charter at least once per year. This review is initially intended to be conducted at the first Audit Committee meeting following the
Company'sCompany’s Annual General Meeting ofShareholders,Stockholders, but may be conducted at any time the Audit Committee desires to do so. Additionally, to the extent and in the manner that the Company is legally required to do by the rules of the Securities and Exchange Commission (the"SEC"“SEC”), this charter (as then constituted) shall be publicly filed.MEMBERSHIPMembership
The Audit Committee
must be comprisedshall consist of at least three members of the Board. Such members will be elected and serve at the pleasure of the Board. The members of the Audit Committee will not be employees of the Company. Each member of the Audit Committee shallbe an "independent director,"meet the independence standards and have the financial expertise asdefined by and to the extentrequired by the Rules of the National Association of Securities Dealers, Inc.("NASD"). Further, each member, the Securities Exchange Act ofthe Audit Committee must be able to read and understand fundamental financial statements, including the Company's balance sheet, income statement, and cash flow statement, or must become able to do so within a reasonable period of time after his or her appointment to the Audit Committee. Additionally, at least one member of the Audit Committee must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. Notwithstanding the foregoing, one director who is not independent, as defined in the NASD Rules, and who is not a current employee or an immediate family member of such employee, may be appointed to the Audit Committee, if the board, under exceptional and limited circumstances, determines that membership on the Audit Committee by the individual is required by the best interests of the Company and its stockholders,1934 and theBoard discloses, inrules promulgated thereunder (collectively, thenext annual proxy statement subsequent to such determination,“Exchange Act”), thenatureSarbanes-Oxley Act ofthe relationship2002 andthe reasons for that determination. MEETINGSall other applicable rules and regulations.Meetings
The Audit Committee will meet separately with the Chief Executive Officer and separately with the Chief Financial Officer of the Company at least quarterly to review the financial affairs of the Company. The Audit Committee will meet with the independent
auditorsaccountants of the Company at least once quarterly, including upon the completion of the annualaudit, outside the presence of management, and at such other times as it deems appropriate to review the independent auditors'accountants’ examination and management report.RESPONSIBILITIES TheResponsibilities
To fulfill its responsibilities
ofand duties, the Audit Committeeshall include: 1. Nominating the independent auditors for annual approval by the Board and ratification by the shareholders; 2. Reviewing the plan for the audit and related services at least annually; 3. Reviewing audit results and annual and interim financial statements; 4. Ensuring the receipt of, and reviewing, a written statement from the Company's auditors delineating all relationships between the auditor and the Company, consistent with Independence Standards Board Standard 1; 5. Reviewing and actively discussing with the Company's auditors any disclosed relationship or service that may impact the objectivity and independence of the auditor; 6. Taking, or recommending that the Board take, appropriate action to oversee the independence of the outside auditor; 7. Overseeing the adequacy of the Company's system of internal accounting controls, including obtaining from the independent auditors management letters or summaries on such internal accounting controls; 8. Overseeing the effectiveness of the internal audit function; and 9. Overseeing the Company's compliance with SEC requirements for disclosure of auditor'sshall:
1. Appoint the independent accountants for ratification by the stockholders and approve the compensation of and oversee the independent accountants. 2. Review the plan for and the scope of the audit and related services at least annually. A-1
3. Confirm that the proposed audit engagement team for the independent public accountants complies with the applicable auditor rotation rules. 4. Pre-approve all audit services and permitted non-audit services to be provided by the independent accountants as required by the Exchange Act. 5. Review with finance management and the independent accountants at the completion of the annual audit:
a. The Company’s annual financial statements and related footnotes; b. The independent accountant’s audit of the financial statements; c. Any significant changes required in the independent accountant’s audit plan; d. Any serious difficulties or disputes with management encountered during the course of the audit; e. Other matters related to the conduct of the audit which are to be communicated to the Committee under generally accepted auditing standards.
6. Ensure the receipt of, and review, a report from the independent accountant required by Section 10A of the Exchange Act. 7. Ensure the receipt of, and review, a written statement from the Company’s independent accountants delineating all relationships between the accountants and the Company, consistent with Independence Standards Board Standard 1. 8. Review with the Company’s independent accountants any disclosed relationship or service that may impact the objectivity and independence of the accountant. 9. Review with finance management and the independent accountants at least annually the Company’s application of critical accounting policies and its consistency from period to period, and the compatibility of these accounting policies with generally accepted accounting principles, and (where appropriate) the Company’s provisions for future occurrences which may have a material impact on the financial statements of the Company. 10. Review and discuss with finance management all material off-balance sheet transactions, arrangements, obligations (including contingent obligations) and other relationships of the Company with unconsolidated entities or other persons, that may have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital resources, capital reserves or significant components of revenues or expenses. 11. Oversee the adequacy of the Company’s system of internal accounting controls. Obtain from the independent accountants management letters or summaries on such internal accounting controls. Review any related significant findings and recommendations of the independent accountants together with management’s responses thereto. 12. Oversee the Company’s compliance with SEC requirements for disclosure of accountant’s services and Audit Committee members and activities. 13. Oversee the Company’s finance function, which may include the adoption from time to time of a policy with regard to the investment of the Company’s assets. 14. Review and approve all related party transactions other than compensation transactions. 15. Review the annual and quarterly reports of the Company with finance management and the independent accountants prior to filing of the reports with the SEC. 16. Periodically discuss with the independent accountants, without Management being present, (i) their judgments about the quality, appropriateness, and acceptability of the Company’s accounting A-2
principles and financial disclosure practices, as applied in its financial reporting, and (ii) the completeness and accuracy of the Company’s financial statements. 17. Review and discuss with finance management the Company’s earnings press releases (including the use of “pro forma” or “adjusted” non-GAAP information) as well as financial information and earnings guidance provided to analysts. 18. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. 19. Establish procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. In addition to the above responsibilities, the Audit Committee will undertake such other duties as the Board delegates to
it.it or that are required by applicable laws, rules and regulations.Finally, the Audit Committee shall ensure that the
Company's auditorsCompany’s independent accountants understand both (i) their ultimate accountability to the Board and the Audit Committee, as representatives of theCompany's shareholders,Company’s stockholders and (ii) theBoard'sBoard’s and the AuditCommittee'sCommittee’s ultimate authority and responsibility to select, evaluate and, where appropriate, replace theCompany'sCompany’s independentauditorsaccountants (or to nominate the outsideauditoraccountant to be proposed for stockholder approval in any proxy statement).REPORTSReports
The Audit Committee will to the extent deemed appropriate record its summaries of recommendations to the Board in written form that will be incorporated as a part of the minutes of the Board. To the extent required, the Audit Committee will also prepare and sign a Report of the Audit Committee for inclusion in the
Company'sCompany’s proxy statement for its Annual General Meeting ofShareholders. A-2Stockholders. A-3
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OFSINA.COMSINA CORPORATION FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELDNOVEMBER 27, 2001SEPTEMBER 26, 2003The undersigned shareholder of
SINA.COM,SINA Corporation,a Cayman Islands company, (the"Company"“Company”) hereby acknowledges receipt of the Notice of Annual Meeting ofStockholdersShareholders and Proxy Statement, each datedOctober 19, 2001,August 22, 2003, and hereby appoints Charles Chao and Edward Wu or either of them, OR , (shareholder to fill in only if shareholder chooses a person other than Charles Chao or Edward Wu as proxy) proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Shareholders ofSINA.comSINA Corporation to be held onTuesday, November 27, 2001Friday, September 26, 2003 at 10 a.m., local time, at5101 Great American Parkway, Santa Clara, California, USAthe Portman Ritz-Carleton Hotel located at 1376 Nanjing Road West, Shanghai, China and at any adjournment or postponement thereof, and to vote allOrdinary Sharesordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below:1. ELECTION OF DIRECTORS: ___ FOR all nominees listed below (except as indicated). ___
1. ELECTION OF DIRECTORS:
____ FOR all nominees listed below (except as indicated). ____ WITHHOLD authority to vote for all nominees listed below. If you wish to withhold authority to vote for any individual nominee, strike a line through that
nominee'snominee’s name in the list below:Daniel Chiang Ter Fung Tsao Daniel Mao Bruno Wu 2.Yongji Duan
Yan Wang
2. ORDINARY RESOLUTION TO INCREASE THE NUMBER OF AUTHORIZED ORDINARY SHARES FROM 75,000,000 TO 150,000,000: ____FOR ____AGAINST ____ABSTAIN
3. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS THE INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2002:COMPANY:____FOR ____AGAINST ____ABSTAIN
PLEASE SIGN ON REVERSE SIDE AND RETURN IMMEDIATELY
THIS PROXY WILL BE VOTED AS DIRECTED OR, WHERE CHARLES CHAO OR EDWARD WU ARE THE PROXY HOLDERS, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED AS FOLLOWS: (1) FOR THE ELECTION OF DIRECTORS; (2) FOR THE ORDINARY RESOLUTION TO INCREASE THE NUMBER OF AUTHORIZED ORDINARY SHARES FROM 75,000,000 TO 150,000,000; AND
(2)(3) FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS THE INDEPENDENT AUDITORS OF THECOMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2002;COMPANY; AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.__________________________________ __________________________________ Signature Date: __________________________________ __________________________________ Signature Date: (This
Date: Signature Date: Signature (This Proxy should be marked, dated, signed by the shareholder(s) exactly as his or her name appears hereon, and returned promptly in the enclosed envelope. Persons signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both should sign. This Proxy is to be delivered to SINA Corporation in the enclosed envelope not later than 48 hours prior to the meeting. If you change your mind after you return your proxy, you may revoke your proxy up to 2 hours before the meeting.)