def14a
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12.
SINA Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
SINA Corporation
Notice of Annual General Meeting of Shareholders
To Be Held June 23, 2006
On Friday, June 23, 2006, SINA Corporation, a Cayman
Islands company (the Company), will hold its Annual
General Meeting of Shareholders at the Grand Hyatt Hong Kong, 1
Harbour Road, Wanchai, Hong Kong. The meeting will begin at
10:30 a.m. local time.
Only shareholders registered in the register of members at the
close of business on April 27, 2006 can vote at this
meeting or any adjournment that may take place. At the meeting
ordinary resolutions will be proposed as follows:
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The election of four Directors. |
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The ratification of the appointment of PricewaterhouseCoopers
Zhong Tian CPAs Limited Company as our independent auditors for
the current fiscal year. |
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In addition, the Meeting will transact any other business
properly brought before the Meeting. |
You can find more information about each of these items,
including the nominees for directors, in the attached Proxy
Statement.
Our Board of Directors recommends that you vote in favor of all
of the proposals outlined in this Proxy Statement.
We cordially invite all shareholders to attend the Annual
General Meeting in person. However, a 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, please 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 prior
to the meeting.
At the meeting, we will also report on our business results and
other matters of interest to shareholders.
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By Order of the Board of Directors, |
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Charles Chao |
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President, Chief Financial Officer |
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and Secretary |
Shanghai, China
May 5, 2006
YOUR VOTE IS IMPORTANT!
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN, DATE AND MAIL PROMPTLY THE ACCOMPANYING PROXY
CARD IN THE ENCLOSED RETURN ENVELOPE. THIS WILL ENSURE THE
PRESENCE OF A QUORUM AT THE MEETING. IF YOU ATTEND THE MEETING,
YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE
PREVIOUSLY SENT IN YOUR PROXY CARD.
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SINA Corporation
Room 1802
United Plaza, No. 1468
Nanjing West Road
Shanghai 200040
China
PROXY STATEMENT
for the
2006 Annual General Meeting of Shareholders
June 23, 2006
Our Board of Directors is soliciting proxies for the 2006 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 April 27, 2006 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.
53,527,580 ordinary shares were outstanding on the record date.
Voting materials, which include this Proxy Statement, a proxy
card and the 2005 Annual Report, will be mailed to shareholders
on or about May 5, 2006.
In this Proxy Statement:
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We, us, our,
SINA and the Company refer to SINA
Corporation |
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Annual General Meeting or Meeting means
our 2006 Annual General Meeting of Shareholders |
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Board of Directors or Board means our
Board of Directors |
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SEC means the Securities and Exchange Commission |
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,
June 23, 2006 at 10:30 a.m. local time at the Grand
Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong.
All shareholders who owned shares in the capital of the Company
as of April 27, 2006, 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
April 27, 2006, 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
Yan Wang as your representatives at the Meeting or such other
individual that you choose to name. If you name Charles Chao,
our President and Chief Financial Officer, and Yan Wang, our
Chief Executive Officer, as your representatives at the Meeting,
they will vote your shares, as you have instructed them on the
proxy card, at the Meeting. This way, your shares will be voted
whether or not you attend the Annual General Meeting. Even if
you plan to attend the Meeting, it is a good idea to complete,
sign and return your proxy card in advance of the Meeting in
case your plans change.
Proposals to be Voted on at this Years Annual General
Meeting
At the meeting, ordinary resolutions will be proposed as follows:
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The election of four Directors. |
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The ratification of the appointment of PricewaterhouseCoopers
Zhong Tian CPAs Limited Company as our independent auditors for
the current fiscal year. |
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In addition, the Meeting will transact any other business
properly brought before the Meeting. |
The Board of Directors recommends a vote FOR each proposal.
Voting Procedure
To vote by mail, please sign your proxy card and return it in
the enclosed, prepaid and addressed envelope prior to the
Meeting. If you mark your voting instructions on the proxy card,
your shares will be voted as you instruct.
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You may vote in person at the Meeting. |
We will pass out written ballots to anyone who wants to vote at
the Meeting. If you hold your shares in street name, you must
request a legal proxy from your stockbroker in order 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.
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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. You may do this
by:
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submitting a notice of revocation, |
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signing another proxy with a later date, or |
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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 Meeting if the shareholder
either:
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is present in person at the meeting, or |
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has properly submitted a proxy card. |
One-third of our 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.
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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 proposals. If your shares are held in street name
and you do not vote your proxy, your brokerage firm may either:
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vote your shares on routine matters, or |
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leave your shares unvoted. |
Under the rules that govern brokers who have record ownership of
shares that 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 and non-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 determining
the presence 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 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
shareholders for a vote.
Required Vote
Assuming a quorum is present, the election of each of the four
nominees as directors and the ratification of the independent
auditors 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 counted by the Inspector of Elections with the
assistance of our transfer agent. The Inspector of Elections
will also determine whether a quorum is present at the Annual
General Meeting.
The shares represented by the proxy cards received, properly
marked, dated, signed and not revoked, will be voted at the
Annual General Meeting. If the proxy card specifies a choice
with respect to any matter to be acted on, the shares will be
voted in accordance with that specified choice. Any proxy card
which names Charles Chao and Yan Wang as your representatives
and is returned but not marked will be voted FOR each of the
director nominees, FOR each of the other proposals discussed in
this Proxy Statement, and as the proxy holders deem desirable
for any other matters that may come before the Meeting. Broker
non-votes will not be considered as voting with respect to any
matter for which the broker does not have voting authority.
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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 June 30, 2005, which we will file
with the SEC. You can obtain a copy of our quarterly report on
Form 10-Q by
contacting our Investor Relations Department at +86-21-62895678
extension 6089, or visiting our corporate web site at
www.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 at
www.sec.gov.
Other Business
We do not know of any business to be considered at the 2006
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
April 1, 2006, if any other business is properly presented
at the Annual General Meeting, your signed proxy card gives
authority to your proxy holder to vote on such matters at their
discretion.
Proposals for 2007 Annual General Meeting
We anticipate that our 2007 Annual General Meeting will be held
in June 2007. To have your proposal included in our proxy
statement for the 2007 Annual General Meeting, you must submit
your proposal in writing by January 15, 2007 to Charles
Chao, President and CFO, SINA Corporation, Room 1802,
United Plaza, No. 1468 Nanjing West Road, Shanghai 200040,
China.
If you submit a proposal for the 2007 Annual General Meeting
after April 1, 2007, management may or may not, at their
discretion, present the proposal at the meeting, and the proxies
for the 2007 Annual General Meeting of Shareholders will confer
discretion on the management proxy holders to vote against your
proposal.
Each shareholders notice must contain the following
information as to each matter the shareholder proposes to bring
before the annual meeting: (a) as to each person whom the
shareholder proposes to nominate for election or reelection as a
director all information relating to such person that is
required to be disclosed pursuant to Regulation 14A under
the Exchange Act (including such persons written consent
to being named in the proxy statement as a nominee and to
serving as a director if elected) and appropriate biographical
information and a statement as to the qualification of the
nominee; (b) as to any other business that the shareholder
proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons
for conducting such business at the meeting and any material
interest in such business of such shareholder and the beneficial
owner, if any, on whose behalf the proposal is made; and
(c) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such
shareholder, as they appear on the Companys books, and of
such beneficial owner and (ii) the number of shares of the
Companys ordinary shares which are owned beneficially and
of record by such shareholder and such beneficial owner.
A copy of the full text of the provisions of the Companys
Amended and Restated Articles of Association dealing with
shareholder nominations and proposals is available to
shareholders from the Secretary of the Company upon written
request.
4
PROPOSAL NO. 1
ELECTION OF DIRECTORS
We have nominated four candidates for election to the Board this
year. Detailed information on each of the nominees, as well as
our other directors and executive officers, is provided in the
Management Section of this Proxy Statement which begins on
page 9.
Our Amended and Restated 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, the terms of one class of
directors will expire. The directors whose terms expire each
year will be those who have been in office the longest since
their last election. A director whose term is expiring will
remain in office until the close of the meeting at which his or
her term expires, and will be eligible for re-election at that
meeting. Our Amended and Restated Articles of Association also
provide that any newly appointed director shall hold office only
until the next annual general meeting at which time such
director shall be eligible for re-election by the shareholders.
The Company currently has nine directors.
At the Annual General Meeting, the shareholders will elect a
total of four directors, three Class I directors who were
scheduled to retire this year, and one director who was
appointed to the Board in January 2006 and is now subject to
election by the shareholders. The Class I directors whose
terms expire at the Annual General Meeting are Yongji Duan, Yan
Wang and Xiaotao Chen. The newly appointed director who is
subject to election by the shareholders is Hurst Lin and, if
elected, Hurst Lin will be a Class II director to fill a
vacancy among Class II directors. Assuming that the size of
our board remains between 7 and 9 members and that Hurst Lin is
elected as a Class II director at this Annual General
Meeting, the Class II directors whose terms expire at our
2007 Annual General Meeting are Hurst Lin, Ter Fung Tsao and
Song-Yi Zhang, and the Class III directors whose terms
expire at our 2008 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, three of whom shall be Class I
directors and one of whom (Hurst Lin) shall be a Class II
director. If elected, the Class I directors will serve
until the 2009 Annual General Meeting, and the Class II
director will serve until the 2007 Annual General 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 with our Amended and Restated
Articles of Association. 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.
Required Vote
Assuming a quorum is present, the election of each of the four
nominees as directors 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 Yan Wang
is appointed as proxy, proxies received will be voted FOR the
election of each of the four nominees named below. In the event
that additional persons are nominated for election as directors,
where Charles Chao and Yan Wang 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 name and certain information of each nominee is set forth
below:
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Yongji Duan
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59 |
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Director (Class I Director) |
Yan Wang
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33 |
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Director (Class I Director) |
Xiaotao Chen
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48 |
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Director (Class I Director) |
Hurst Lin
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Director (Class II Director) |
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Yongji Duan has served as a director since August 1997
and is currently serving as our Chairman of the Board.
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 as a Director of
Stone Group Corporation, a holding company, since February 1991
and is now the Chairman of Stone Group Corporation.
Mr. Duan had also served as President and Chief Executive
Officer of Stone Electronic Technology Limited, a diversified
electronics and consumer products company, since 1990 until he
began to serve as the Chairman of the Company in May 2002. Since
September 2001, Mr. Duan has served as a director of Sun
Media Group Holdings Limited, a holding company. Mr. Duan
holds an M.S. in Aeronautics Materials from Beijing Aeronautic
College and a B.S. from Qinghua University.
Yan Wang has 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 (currently known as Beijing SINA Information
Technology Co. Ltd.), one of our subsidiaries. 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.
Xiaotao Chen has served as a director since April 2004.
Since January 2005, Mr. Chen has been the Chief Executive
Officer and Executive Director of Sun Media Investment Holdings
Limited. Mr. Chen also served as Executive Director of
Stone Group Holdings Limited, a Hong-Kong listed company, since
May 2001 and its President from May 2001 to December 2004. Prior
to joining Stone Group Holdings Limited, he was the Vice
President of Stone Group Corporation, a China company, since
January 1998.
Hurst Lin has served as a director since January 6,
2006. Mr. Lin co-founded and served as the Vice President
of Business Development of Sinanet.com from May 1995 until we
acquired it 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 served as our Chief Operating
Officer from June 2003 to July 2004 and from September 2005 to
March 2006 and as our Co-Chief Operating Officer from July 2004
to September 2005. Mr. Lin holds an M.B.A. from Stanford
University and a B.A. in Engineering from Dartmouth College.
Director Nomination
Criteria for Board Membership. The Company does not have
a nominating committee; however, beginning from the date of our
2004 Annual General Meeting of Shareholders, the members of the
Board who are independent under the current rules of
the Nasdaq Stock Market (Yongji Duan, Pehong Chen, Lip-Bu Tan,
Ter Fung Tsao, Yichen Zhang, Xiaotao Chen, and Song-Yi Zhang)
are responsible for selecting candidates for appointment or
re-election to the Board. In making such selections, this group
of independent members of the Board (the Selection
Body) considers the appropriate balance of experience,
skills and characteristics required of the Board of Directors,
and seeks to ensure that at least a majority of the directors
are independent under the rules of the Nasdaq Stock Market, and
that members of the Companys audit committee meet the
financial literacy, sophistication and independence requirements
under the rules of the Nasdaq Stock Market. Nominees for
director will be selected on the basis of their depth and
breadth of experience, integrity, ability to make independent
analytical inquiries, understanding of the Companys
business environment, and willingness to devote adequate time to
Board duties. The Selection Body performs similar functions to a
nominating committee and operates under a written charter
adopted by the Board of Directors, which is available on the
Companys website at www.corp.sina.com and which was
attached to the Companys 2005 Proxy Statement.
Shareholder Nominees. The Selection Body will consider
written proposals from shareholders for nominees for director,
provided such proposals meet the requirements described herein
and in our Amended and Restated Articles of Association. Any
such nominations should be submitted to the Selection Body
c/o the Secretary of the Company and should include the
following information: (a) all information relating
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to such nominee that is required to be disclosed pursuant to
Regulation 14A under the Securities Exchange Act of 1934
(including such persons written consent to being named in
the proxy statement as a nominee and to serving as a director if
elected); (b) the names and addresses of the shareholders
making the nomination and the number of shares of the
Companys ordinary shares which are owned beneficially and
of record by such shareholders; and (c) appropriate
biographical information and a statement as to the qualification
of the nominee, and should be submitted in the time frame
described in the Amended and Restated Articles of Association of
the Company and under the caption, Proposals for 2007
Annual General Meeting above.
Process for Identifying and Evaluating Nominees. The
Selection Body believes the Company is well-served by its
current directors. In the ordinary course, absent special
circumstances or a material change in the criteria for Board
membership, the Selection Body will renominate incumbent
directors who continue to be qualified for Board service and are
willing to continue as directors. If an incumbent director is
not standing for re-election, or if a vacancy on the Board
occurs between annual general shareholder meetings, the
Selection Body will seek out potential candidates for Board
appointment who meet the criteria for selection as a nominee and
have the specific qualities or skills being sought. Director
candidates will be selected based on input from members of the
Board, senior management of the Company and, if the Selection
Body deems appropriate, a third-party search firm. The Selection
Body will evaluate each candidates qualifications and
check relevant references; in addition, such candidates will be
interviewed by at least one member of the Selection Body.
Candidates meriting serious consideration will meet with all
members of the Board. Based on this input, the Selection Body
will evaluate which of the prospective candidates is qualified
to serve as a director and whether it should recommend to the
Board that this candidate be appointed to fill a current vacancy
on the Board or be presented for the approval of the
shareholders, as appropriate.
The Selection Body expects to use a similar process to evaluate
nominees recommended by shareholders. However, to date, the
Company has not received a shareholder proposal to nominate a
director.
Board Nominees for the 2006 Annual Meeting. Each of the
nominees listed in this Proxy Statement are current directors
standing for re-election by the shareholders, other than Hurst
Lin. In January 2006, Hurst Lin indicated his intention to
resign from his position of Chief Operating Officer of the
Company, the Selection Body recommended the election of Hurst
Lin as a member of the Board of Directors and the Board of
Directors unanimously elected Hurst Lin as a member of the Board
of Directors.
Recommendation of the Board
THE BOARD RECOMMENDS A VOTE FOR
THE ELECTION OF ALL NOMINEES NAMED ABOVE.
7
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee has approved the appointment of
PricewaterhouseCoopers Zhong Tian CPAs Limited Company as our
independent auditors for the current fiscal year which ends on
December 31, 2006. 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 ordinary shares voting at the Annual General
Meeting in person or by proxy, the Audit Committee will review
its future selection of auditors.
A representative of PricewaterhouseCoopers Zhong Tian CPAs
Limited Company 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. 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 Yan Wang
is appointed as proxy, their proxies received will be voted FOR
Proposal No. 2.
Recommendation of the Board
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
PROPOSAL NO. 2.
8
MANAGEMENT
Executive Officers and Directors
The following table provides information with respect to our
executive officers and directors as of April 27, 2006:
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Yan Wang
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33 |
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Chief Executive Officer and Director |
Yongji Duan
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59 |
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Chairman of the Board |
Charles Chao
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40 |
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President & Chief Financial Officer |
Benjamin Tsiang
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|
|
37 |
|
|
Executive Vice President of Product Development &
General Manager of SINA Online |
Pehong Chen
|
|
|
48 |
|
|
Director |
Lip-Bu Tan
|
|
|
46 |
|
|
Director |
Ter Fung Tsao
|
|
|
60 |
|
|
Director |
Yichen Zhang
|
|
|
42 |
|
|
Director |
Xiaotao Chen
|
|
|
48 |
|
|
Director |
Song-Yi Zhang
|
|
|
50 |
|
|
Director |
Hurst Lin
|
|
|
41 |
|
|
Director |
Yan Wang has 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 (currently known as Beijing SINA Information
Technology Co. Ltd.), one of our subsidiaries. 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.
Charles Chao has served as our President since September
2005 and as our Chief Financial Officer since February 2001.
Mr. Chao served as our Co-Chief Operating Officer from July
2004 to September 2005. Mr. Chao served as our Executive
Vice President from April 2002 to June 2003. 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 and a B.A. in Journalism
from Fudan University in Shanghai, China.
Hurst Lin has served as a director since January 6,
2006. Mr. Lin co-founded and served as the Vice President
of Business Development of Sinanet.com from May 1995 until we
acquired it 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 served as our Chief Operating
Officer from June 2003 to July 2004 and from September 2005 to
March 2006 and as our Co-Chief Operating Officer from July 2004
to September 2005. Mr. Lin holds an M.B.A. from Stanford
University and a B.A. in Engineering from Dartmouth College.
Benjamin Tsiang co-founded and served as the Vice
President of Production and Design Chief of Sinanet.com until we
acquired it in March 1999. From March 1999 to November 2003,
Mr. Tsiang served as our Vice President of Production.
Mr. Tsiang also served as our General Manager of Taiwan
Operations from March 2000 to April 2002 and our General Manager
of East China from May 2002 to November 2003. He has served as
our Executive Vice President of Product Development and General
Manager of SINA Online since December 2003. Mr. Tsiang
holds an M.S. in Mechanical Engineering from Stanford University
and a B.S. in Mechanical Engineering from National Taiwan
University.
9
Pehong Chen has served as a 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.
Yongji Duan has served as a director since August 1997
and is currently serving as our Chairman of the Board.
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 as a Director of
Stone Group Corporation, a holding company, since February 1991
and is now the Chairman of Stone Group Corporation.
Mr. Duan had also served as President and Chief Executive
Officer of Stone Electronic Technology Limited, a diversified
electronics and consumer products company, since 1990 until he
began to serve as the Chairman of the Company in May 2002. Since
September 2001, Mr. Duan has served as a director of Sun
Media Group Holdings Limited, a holding company. Mr. Duan
holds an M.S. in Aeronautics Materials from Beijing Aeronautic
College and a B.S. from Qinghua University.
Lip-Bu Tan has served as a director since March 1999.
Mr. Tan is the Founder and Chairman of Walden
International, an international venture capital firm founded in
1984. Mr. Tan is currently a director of Creative
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, Cadence Design Systems Inc., an EDA company, Leadis
Technology, Inc., a designer of mixed signal semiconductor for
panel display, Semiconductor Manufacturing International Corp.,
a foundry in China, and several other private companies. He
holds an M.S. in Nuclear Engineering from the Massachusetts
Institute of Technology, an M.B.A. from the University of
San Francisco and a B.S. from Nanyang University, Singapore.
Ter Fung Tsao has 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 Zhang has served as a director since May 2002.
Since August 2003, Mr. Zhang has been the Chief Executive
Officer of CITIC Capital Markets Holdings Ltd.
(CCMH), an investment banking firm. Mr. Zhang
served as the Deputy Chief Executive Officer of CCMH from June
2002 to July 2003, and served as Executive Director of CITIC
Pacific Ltd. from March 2000 to May 2002. 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.
Xiaotao Chen has served as a director since April 2004.
Since January 2005, Mr. Chen has been the Chief Executive
Officer and Executive Director of Sun Media Investment Holdings
Limited. Mr. Chen also served as Executive Director of
Stone Group Holdings Limited, a Hong-Kong listed company, since
May 2001 and its President from May 2001 to December 2004. Prior
to joining Stone Group Holdings Limited, he was the Vice
President of Stone Group Corporation, a China company, since
January 1998.
Song-Yi Zhang has served as a director since April 2004.
Mr. Zhang has been an Advisory Director of Morgan Stanley
based in Hong Kong since December 2000. From November 1997 to
November 2000, Mr. Zhang was a Managing Director of Morgan
Stanley and served separately as a Managing Director in its Asia
Mergers, Acquisitions, Restructuring and Divestiture Group and
Co-head of its Asia Utilities/ Infrastructure Group.
There are no family relationships among any of the directors or
executive officers of SINA Corporation.
10
Meetings and Committees of the Board of Directors
During the period from January 1, 2005 through
December 31, 2005, the Board met 8 times and adopted 2
unanimous written consents. 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.
The Board has determined that the following directors,
representing a majority of our directors, are
independent under the current rules of the Nasdaq
Stock Market: Yongji Duan, Pehong Chen, Lip-Bu Tan, Ter Fung
Tsao, Yichen Zhang, Xiaotao Chen and Song-Yi Zhang.
During 2005, Pehong Chen, Lip-Bu Tan and Yongji Duan served as
members of the Compensation Committee. The Board of Directors
has determined that Messrs. Chen, Tan and Duan are
independent directors under the rules of the Nasdaq Stock
Market. The Compensation Committee adopted one written consent
in 2005. The Compensation Committee administers and grants stock
options under the Companys stock option plans to executive
officers.
During 2005, Lip-Bu Tan, Ter Fung Tsao and Yichen Zhang served
as members of the Audit Committee and Song-Yi Zhang replaced
Yichen Zhang as a member of the Audit Committee on
September 27, 2005. The Board has determined that all
members of the Audit Committee are independent directors under
the rules of the Nasdaq Stock Market and each of them is able to
read and understand fundamental financial statements. The Board
has also determined that Mr. Tan qualifies as an
audit committee financial expert as defined by the
rules of the Securities and Exchange Commission. The Audit
Committee held 6 meetings in 2005. 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 Companys
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 November 2004 and was attached to the Companys
2005 Proxy Statement.
During 2005, the Share Administration Committee consisted of
Daniel Chiang, who resigned in March 2006, and Yan Wang. The
Share Administration Committee held one meeting during 2005. The
Share Administration Committee grants stock options to
non-executive employees under the Companys stock plans and
makes recommendations to the Board regarding these matters.
The Board does not have a Nominating Committee; however, the
Selection Body, consisting of members of the Board who are
independent under the current rules of the Nasdaq
Stock Market, is responsible for selecting candidates for
appointment or re-election to the Board in accordance with the
written charter adopted by the Board of Directors, which is
available on the Companys website at
www.corp.sina.com and which was attached to the
Companys 2005 Proxy Statement. The Selection Body did not
hold any meetings during 2005.
Director Compensation
Except for reimbursement for reasonable travel expenses relating
to attendance at board meetings and the grant of stock options,
our directors are not currently compensated for their services
as directors, but our Amended and Restated 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, 1999 Executive Stock Option
Plan and 1999 Employee Stock Purchase Plan; however, in August
2005, the Board approved the termination of the 1999 Employee
Stock Purchase Plan. Our non-employee directors are eligible to
participate in our 1999 Directors Stock Option Plan
(the 1999 Directors Plan). The
1999 Directors Plan provides for the grant to
non-employee directors of (1) a nonstatutory share option
to purchase 37,500 ordinary shares on the
11
date on which a non-employee 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 annual
general meeting for each Board member who has served on the
Board of Directors for at least six months.
The 1999 Directors Plan has been amended, effective
as of the date of this Annual General Meeting, to provide for,
in lieu of the grants described above, the grant to non-employee
directors of (1) a nonstatutory share option to
purchase 30,000 ordinary shares on the date on which a
non-employee becomes a member of our Board of Directors, and
(2) an additional nonstatutory share option to
purchase 12,000 shares on the date of the annual
general meeting for each Board member who has served on the
Board of Directors for at least six months. In addition,
commencing effective as of the date of this Annual General
Meeting, each non-employee director shall receive an annual fee
of $20,000, the Chair of the Audit Committee shall receive an
additional annual fee of $5,000 and the Chair of the
Compensation Committee shall receive an additional annual fee of
$3,000.
ORDINARY SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 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 April 15, 2006 by:
|
|
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|
|
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; and |
|
|
|
all of our current directors and executive officers as a group. |
Percentage of beneficial ownership is based on 53,527,029
ordinary shares outstanding as of April 15, 2006 together
with options that are exercisable within 60 days of
April 15, 2006 for each shareholder. Beneficial ownership
is determined in accordance with the rules of the SEC.
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|
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|
Amount and Nature | |
|
Percent of Ordinary | |
|
|
of Beneficial | |
|
Shares Outstanding | |
Name and Address of Beneficial Owners |
|
Ownership (#) | |
|
(%)(1) | |
|
|
| |
|
| |
Shanda Interactive Entertainment Limited and its
|
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|
9,821,765 |
|
|
|
18.3 |
|
|
affiliated entities(2)
|
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|
|
|
|
|
|
|
|
No. 1 Office Building, No. 690 Bibo Road
|
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|
|
|
|
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|
|
Pudong New Area, Shanghai, China 201203
|
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|
|
|
|
|
|
|
Michael J.G. Gleissner
|
|
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3,434,126 |
|
|
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6.4 |
|
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10/ F Chuk On Building
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|
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23 Mercer Street
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Sheung Wan
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Hong Kong SAR(3)
|
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|
|
|
|
|
|
|
Yongji Duan and his affiliated entities(4)
|
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2,532,274 |
|
|
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4.7 |
|
|
Stone Electronic Technology Limited
|
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|
|
|
|
|
|
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27/ F, K. Wah Centre
|
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191 Java Road, North Point
|
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|
|
|
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Hong Kong
|
|
|
|
|
|
|
|
|
Lip-Bu Tan(5)
|
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115,500 |
|
|
|
* |
|
|
Walden International
|
|
|
|
|
|
|
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One California Street, 28th Floor
|
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|
|
|
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|
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San Francisco, CA 94111
|
|
|
|
|
|
|
|
|
Ter Fung Tsao(6)
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122,500 |
|
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|
* |
|
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c/o Helen Hsiao, 8F, Suite 801
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|
|
|
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136, Jean-Ai Road, SEC. 3
|
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Taipei, Taiwan
|
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|
|
|
|
|
|
Hurst Lin(7)
|
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418,905 |
|
|
|
* |
|
12
|
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|
|
|
|
|
|
|
|
|
Amount and Nature | |
|
Percent of Ordinary | |
|
|
of Beneficial | |
|
Shares Outstanding | |
Name and Address of Beneficial Owners |
|
Ownership (#) | |
|
(%)(1) | |
|
|
| |
|
| |
Pehong Chen(8)
|
|
|
58,732 |
|
|
|
* |
|
|
BroadVision, Inc.
|
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|
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|
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585 Broadway
|
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|
|
|
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|
Redwood City, CA 94063
|
|
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|
|
|
|
|
|
Charles Chao(9)
|
|
|
186,235 |
|
|
|
* |
|
Yan Wang(10)
|
|
|
248,166 |
|
|
|
* |
|
Yichen Zhang(11)
|
|
|
52,500 |
|
|
|
* |
|
|
CITIC
|
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26/ F CITIC Tower
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1 Tim Mei Avenue,
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Central Hong Kong
|
|
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|
|
|
|
|
|
Benjamin Tsiang(12)
|
|
|
243,552 |
|
|
|
* |
|
Xiaotao Chen(13)
|
|
|
15,000 |
|
|
|
* |
|
Song-Yi Zhang(14)
|
|
|
52,500 |
|
|
|
* |
|
All current directors and executive officers as a group (11
persons)(15)
|
|
|
4,045,864 |
|
|
|
7.4 |
|
|
|
|
|
* |
Less than one percent of the outstanding ordinary shares. |
|
|
(1) |
For each named person, the percentage ownership includes
ordinary shares which the person has the right to acquire within
60 days after April 15, 2006. 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% shareholders are based solely on
publicly-filed Schedule 13Ds or 13Gs, which 5%
shareholders are required to file with the SEC, and which
generally set forth ownership interests as of December 31,
2005. |
|
(2) |
Beneficial ownership calculation is based solely on a review of
a Schedule 13D filing made with the Securities and Exchange
Commission on February 18, 2005. |
|
(3) |
Beneficial ownership calculation is based solely on a review of
a Schedule 13G filing made with the Securities and Exchange
Commission on April 13, 2006. |
|
(4) |
Includes 2,502,274 shares held by Sun Stone Media Group
Limited (SSMG) for whom Mr. Duan serves as a
director. Mr. Duan disclaims beneficial ownership of the
shares in which he has no pecuniary interest. Also includes
30,000 shares issuable upon exercise of options exercisable
within 60 days of April 15, 2006. The address for SSMG
is 11F/ A 1110, Hanwei Plaza, No. 7, Guanghua Road,
Beijing, Peoples Republic of China. |
|
(5) |
Includes 3,000 shares held by a trust for which
Mr. Tan and his wife serve as trustees and
112,500 shares issuable upon exercise of options
exercisable within 60 days of April 15, 2006. |
|
(6) |
Includes 82,500 shares issuable upon exercise of options
exercisable within 60 days of April 15, 2006. |
|
(7) |
Includes 182,499 shares issuable upon exercise of options
exercisable within 60 days of April 15, 2006. |
|
(8) |
Includes 13,732 shares held by a trust controlled by
Mr. Chen and 45,000 shares issuable upon exercise of
options exercisable within 60 days of April 15, 2006. |
|
(9) |
Includes 185,832 shares issuable upon exercise of options
exercisable within 60 days of April 15, 2006. |
|
|
(10) |
Includes 248,166 shares issuable upon exercise of options
exercisable within 60 days of April 15, 2006. |
|
(11) |
Includes 45,000 shares issuable upon exercise of options
exercisable within 60 days of April 15, 2006. |
|
(12) |
Includes 33,750 shares issuable upon exercise of options
exercisable within 60 days of April 15, 2006. |
|
(13) |
Includes 15,000 shares issuable upon exercise of options
exercisable within 60 days of April 15, 2006. |
|
(14) |
Includes 52,500 shares issuable upon exercise of options
exercisable within 60 days of April 15, 2006. |
|
(15) |
Includes 1,032,747 shares issuable upon exercise of options
exercisable within 60 days of April 15, 2006. |
13
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.
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows the compensation earned by
(a) the individual who served as the Companys Chief
Executive Officer during the fiscal year ended December 31,
2005 and (b) each individual who served as an executive
officer of the Company during the fiscal year ended
December 31, 2005 (collectively the Named Executive
Officers). Information is also provided for the fiscal
years ended December 31, 2004 and December 31, 2003.
Summary Compensation Table
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Long-Term | |
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Annual Compensation | |
|
Compensation Awards | |
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| |
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| |
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Securities | |
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Fiscal | |
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Other Annual | |
|
Underlying | |
|
All Other | |
Name and Principal Position |
|
Year | |
|
Salary | |
|
($) Bonus | |
|
Compensation ($) | |
|
Options | |
|
Compensation | |
|
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| |
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| |
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| |
|
| |
|
| |
|
| |
Yan Wang
|
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2005 |
|
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210,000 |
|
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44,429 |
|
|
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|
|
|
|
|
|
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|
36,000 |
(1) |
|
Chief Executive
|
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|
2004 |
|
|
|
177,494 |
|
|
|
128,140 |
|
|
|
|
|
|
|
200,000 |
|
|
|
36,000 |
(1) |
|
Officer & Director
|
|
|
2003 |
|
|
|
144,980 |
|
|
|
28,966 |
|
|
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|
|
|
|
|
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|
6,133 |
(1) |
Charles Chao
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2005 |
|
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190,000 |
|
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26,798 |
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30,000 |
(2) |
|
President &
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2004 |
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190,000 |
|
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190,361 |
|
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50,000 |
|
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|
30,000 |
(2) |
|
Chief Financial Officer
|
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2003 |
|
|
|
190,000 |
|
|
|
76,000 |
|
|
|
|
|
|
|
100,000 |
|
|
|
30,000 |
(2) |
Hurst Lin
|
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|
2005 |
|
|
|
175,000 |
|
|
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24,683 |
|
|
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|
|
|
|
|
|
|
|
39,000 |
(3) |
|
Chief Operating Officer
|
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2004 |
|
|
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175,000 |
|
|
|
183,227 |
|
|
|
|
|
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50,000 |
|
|
|
39,000 |
(3) |
|
|
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2003 |
|
|
|
175,000 |
|
|
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61,252 |
|
|
|
|
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|
100,000 |
|
|
|
|
|
Benjamin Tsiang
|
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|
2005 |
|
|
|
110,000 |
|
|
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11,636 |
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|
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|
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24,000 |
(4) |
|
EVP, Product Development
|
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2004 |
|
|
|
110,000 |
|
|
|
36,878 |
|
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30,000 |
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24,000 |
(4) |
|
& GM of SINA Online
|
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2003 |
|
|
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110,000 |
|
|
|
33,000 |
|
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40,000 |
|
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|
|
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(1) |
Mr. Wang received these amounts as a housing allowance. |
|
(2) |
Mr. Chao received this amount as a housing allowance. |
|
(3) |
Mr. Lin received $30,000 as a housing allowance and $9,000
as an education allowance for his child. |
|
(4) |
Mr. Tsiang received this amount as a housing allowance. |
Employment Agreements
We have entered into an Employment Agreement with Charles Chao
dated June 1, 2002 with a term of three years which
provides, among other things, that Mr. Chao will receive
certain severance benefits, including (i) payment of his
regular monthly salary for the larger of 12 months or the
remainder of the term of the Employment Agreement (the
Severance Period); (ii) health insurance
coverage for the Severance Period; and (iii) continuous
vesting of any unvested stock options or shares of restricted
stock held by him as of the date of his termination through the
end of the Severance Period, if he is terminated without cause
or constructively terminated. Mr. Chaos Employment
Agreement expired in June 2005 and was not extended.
Change of Control Agreements
On November 27, 2000, the Company entered into change of
control agreements with 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 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)
14
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.
OPTION GRANTS IN LAST FISCAL YEAR
No stock options or stock appreciation rights were granted to
the Named Executive Officers during 2005.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table provides certain information with respect to
stock options exercised by the Named Executive Officers during
the twelve-month period that ended on December 31, 2005.
The table also provides the number of shares covered by stock
options as of December 31, 2005, and the value of
in-the-money
stock options, which represents the positive difference between
the exercise price of a stock option and the market price of the
shares subject to such option on December 31, 2005. No
stock appreciation rights were outstanding during the last year.
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Number of Securities | |
|
Value of Unexercised | |
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|
Shares | |
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|
Underlying Unexercised | |
|
In-the-Money | |
|
|
Acquired on | |
|
Value | |
|
Options at Year End (#) | |
|
Options at Year End ($) | |
Name |
|
Exercise (#) | |
|
Realized ($) | |
|
Exercisable/Unexercisable | |
|
Exercisable/Unexercisable(1) | |
|
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| |
|
| |
|
| |
|
| |
Yan Wang
|
|
|
|
|
|
|
|
|
|
|
197,333/169,167 |
|
|
|
2,645,011/891,200 |
|
|
Chief Executive
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|
Officer & Director
|
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Charles Chao
|
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|
|
|
|
147,708/99,792 |
|
|
|
2,480,846/918,150 |
|
|
President & Chief
|
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|
Financial Officer
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|
|
|
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|
Hurst Lin
|
|
|
|
|
|
|
|
|
|
|
144,375/99,792 |
|
|
|
1,848,884/918,150 |
|
|
Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benjamin Tsiang
|
|
|
23,750 |
|
|
|
433,091 |
|
|
|
18,958/43,542 |
|
|
|
245,639/345,911 |
|
|
EVP of Product
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|
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Development & GM
|
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of SINA Online
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(1) |
Based on the $24.16 per share closing price of our ordinary
shares on The Nasdaq National Market on December 30, 2005,
less the exercise price of the options. |
Notwithstanding anything to the contrary set forth in any of
the Companys 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 the twelve-month period ended December 31, 2005, the
Compensation Committee of our Board of Directors (the
Committee) consisted of Mr. Pehong Chen,
Mr. Lip-Bu Tan and Mr. Yongji Duan. 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 Companys executive
officers during the twelve-month period ended December 31,
2005. 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 executive employees under the Companys stock
option plans. Executive officers who are also directors have not
participated in deliberations or decisions involving their own
compensation. General Compensation Policy
15
under the supervision of the Board of Directors, the
Companys compensation policy is designed to attract and
retain qualified key executives critical to the Companys
growth and long-term success. It is the objective of the Board
of Directors to have a portion of each executives
compensation contingent upon the Companys performance as
well as upon the individuals personal performance.
Accordingly, each executive officers 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 the Companys 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 Salary
The level of base salary is established primarily on the basis
of the individuals 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 the individuals
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 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 Companys success in achieving
specific company-wide goals.
Long-Term Incentive Compensation
The Company has utilized its stock option plans to provide
executives and other key employees with incentives to maximize
long-term shareholder 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 the
Companys shareholders. Factors considered in making such
awards include the individuals position in the Company,
his or her performance and responsibilities, and comparability
considerations.
Each option grant allows the executive officer to acquire
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 officers 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 the
Companys 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 were eligible to
participate in the Companys 1999 Employee Stock Purchase
Plan; however, in August 2005, the Board approved the
termination of the 1999 Employee Stock Purchase Plan.
Compensation of the Chief Executive Officer
The factors discussed above in Base Salaries,
Cash-Based Incentive Compensation, and
Long-Term Incentive Compensation were also applied
in establishing the amount of Yan Wangs salary and stock
option grant. Significant factors in establishing
Mr. Wangs compensation include his performance and
responsibilities, and comparability considerations. The current
annual base salary for Mr. Wang is set at $210,000 per
annum by the Compensation Committee and has been effective since
July 2004. Prior to July 2004, Mr. Wangs annual base
salary was set at $144,945. Mr. Wang received $210,000 as
base salary for the twelve-month period ended December 31,
2005. In addition to the base salary, Mr. Wang may earn up
to
16
100% of his annual base salary as cash-based incentive
compensation for 2005 based on achievement of certain financial
targets in 2005. Mr. Wang received $44,429 in cash-based
incentive compensation in 2005. In addition, he received $36,000
as a housing allowance in 2005. No stock options were granted to
Mr. Wang in 2005.
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 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 the Companys 1999 Stock 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 the Committees policy to qualify, to the
extent reasonable, its executive 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 |
|
Yongji Duan |
Compensation Committee Interlocks and Insider
Participation
No 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.
AUDIT COMMITTEE REPORT
During the fiscal year ended December 31, 2005, the audit
committee of the Companys board of directors (the
Audit Committee) consisted of three non-employee
directors, Lip-Bu Tan, Ter Fung Tsao and Yichen Zhang, and
non-employee director Song-Yi Zhang replaced Yichen Zhang as a
member of the Audit Committee on September 27, 2005. The
Board has determined that all members of the Audit Committee are
independent directors under the rules of the Nasdaq Stock Market
and each of them is able to read and understand fundamental
financial statements. The Board has also determined that
Mr. Tan qualifies as an audit committee financial
expert as defined by the rules of the Securities and
Exchange Commission and has designated Mr. Tan as the audit
committee financial expert for the Company. The Audit Committee
operates under a written charter adopted by the board of
directors, which was amended in November 2004 and was attached
to the Companys 2005 Proxy Statement.
The Audit Committee selects, subject to shareholder
ratification, the accounting firm to be engaged as the
Companys independent auditors, currently
PricewaterhouseCoopers Zhong Tian CPAs Limited Company.
The independent auditors are responsible for performing an
independent audit of the Companys consolidated financial
statements in accordance with generally accepted auditing
standards and the Company managements assessment of and
the effectiveness of internal control over financial reporting
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.
17
The Audit Committee held 6 meetings during the fiscal year that
ended December 31, 2005. The meetings were designed to
facilitate and encourage communication between the Audit
Committee, management, the internal auditors and our independent
public accountants, PricewaterhouseCoopers Zhong Tian CPAs
Limited Company. Management represented to the Audit Committee
that our consolidated financial statements were prepared in
accordance with generally accepted accounting principles. The
Audit Committee reviewed and discussed the audited consolidated
financial statements for fiscal year 2005 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, Communication with Audit Committees, as
amended.
The Audit Committee has received and reviewed the written
disclosures and the letter from the independent accountants,
PricewaterhouseCoopers Zhong Tian CPAs Limited Company, as
required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees. Additionally,
the Audit Committee has discussed with PricewaterhouseCoopers
Zhong Tian CPAs Limited Company 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 its discussion with management and the independent
auditors, and its review of the audited consolidated financial
statements, the Audit Committee recommended to the Board of
Directors that the audited consolidated financial statements be
included in our Report on
Form 10-K for the
fiscal year ended December 31, 2005.
|
|
|
Submitted by the Audit Committee of the Companys Board of
Directors: |
|
|
Lip-Bu Tan |
|
Ter Fung Tsao |
|
Song-Yi Zhang |
COMMUNICATIONS WITH DIRECTORS
Shareholders who wish to communicate with our Directors to
report complaints or concerns related to accounting, internal
accounting controls or auditing may do so using the Procedures
for the Reporting of Questionable Accounting or Financial
Matters, which is attached to this Proxy Statement as
Appendix A (the Procedures). The Procedures
allow submitting the complaint or concern to the Companys
general counsel or directly to the Audit Committee, with a more
detailed description of the procedures provided therein. The
Company has also established an Anti-Fraud &
Whistleblower (AFW) Committee which administers the
foregoing matters and reports to the Audit Committee. The AFW
Committee operates under a written charter adopted by the Audit
Committee, which was attached to the Companys 2005 Proxy
Statement. You may submit your complaint or concern either
online or telephonically to the AFW Committee through the phone
number or email provided on our website at
www.corp.sina.com. Any stockholder wishing to communicate
with any of our Directors regarding the Company may write to the
Directors, c/o Secretary, SINA Corporation, Room 1802,
United Plaza No. 1468, Nanjing West Road, Shanghai, 200040,
China.
The Company has a policy of encouraging all directors to attend
the annual shareholder meetings. Three of our directors attended
the 2005 Annual General Meeting of Shareholders.
CODE OF ETHICS
The Company has adopted a Code of Ethics which applies to the
Companys directors, officers and employees, including the
Companys principal executive officer, principal financial
officer and principal accounting officer. This Code of Ethics is
posted on our corporate website at www.corp.sina.com. If
any substantive amendments are made to the Code of Ethics or the
Board of Directors grants any waiver, including any implicit
waiver, from a provision of the code to any of the directors or
officers of the Company, the Company will disclose the nature of
such amendment or waiver in a report on
Form 8-K.
18
FEES BILLED FOR SERVICES RENDERED BY INDEPENDENT AUDITORS
For the fiscal year ending December 31, 2005, as well as
our fiscal year ended December 31, 2004,
PricewaterhouseCoopers Zhong Tian CPAs Limited Company
(PwC), our independent auditor and principal
accountant, billed the fees set forth below. The Audit Committee
of the Board of Directors has considered whether the non-audit
services provided by PwC are compatible with maintaining its
independence, and affirmatively approved the provision of such
non-audit services by PwC.
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ending | |
|
Fiscal Year Ending | |
|
|
December 31, 2005 | |
|
December 31, 2004 | |
|
|
$ | |
|
$ | |
|
|
| |
|
| |
Audit Fees
|
|
|
995,128 |
|
|
|
950,000 |
|
Audit-Related Fees(1)
|
|
|
|
|
|
|
270,000 |
|
Tax Fees(2)
|
|
|
29,200 |
|
|
|
34,495 |
|
All Other Fees
|
|
|
11,500(3 |
)(4) |
|
|
1,500(3 |
) |
|
|
(1) |
Audit-related fees consist of fees billed for assurance and
related services that are reasonably related to the performance
of the audit or review of the Companys consolidated
financial statements and are not reported under Audit
Fees. These services include accounting consultations and
due diligence in connection with mergers and acquisitions,
general training and consultations related to internal control
and consultations concerning financial accounting standards on
transfer pricing. |
|
(2) |
Tax fees consist of fees billed for professional services
related to tax advice and assistance with tax reporting. |
|
(3) |
Includes $1,500 subscription fee for accounting rules and
materials. |
|
(4) |
Includes $10,000 training fee for PRC GAAP rules. |
The Audit Committees policy is to pre-approve all audit
and permissible non-audit services by PwC. These services may
include audit services, audit-related services, tax services and
other services. Pre-approval is generally provided for up to one
year and any pre-approval is detailed as to the particular
service or category of services and is generally subject to an
initial estimated budget. PwC and management are required to
periodically report to the Audit Committee regarding the extent
of services provided by PwC in accordance with this
pre-approval, and the fees performed to date. The Audit
Committee may also pre-approve particular services on a
case-by-case basis.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain employment and compensation arrangements between the
Company and its directors and executive officers are described
under Compensation of Executive Officers,
Director Compensation, Employment
Agreements, and Change of Control Agreements.
Indebtedness of Management
Our subsidiary Beijing SINA Information Technology Co., Ltd.
(formerly known as Beijing Stone Rich Sight Information
Technology Co., Ltd.) (BSIT), agreed to provide Yan
Wang, our current Chief Executive Officer, an interest-free loan
of RMB300,000 for purposes of providing capital to Beijing SINA
Internet Information Services Co., Ltd. in 1999. In addition,
BSIT has agreed to provide Yan Wang interest free loans of
RMB750,000 for purposes of providing capital to Beijing SINA
Interactive Advertising Co., Ltd. in 1999, and RMB300,000 for
purposes of providing capital to Guangdong SINA Internet
Information Service Co., Ltd. in 2001. The entire principal
amount of each of these loans is currently outstanding.
19
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 Agreements
Some of our shareholders are entitled to have their shares
registered by us for resale.
20
STOCK PERFORMANCE GRAPH
The following graph compares, for the five year period ended
December 31, 2005, the cumulative total shareholder return
for the Companys shares, the Nasdaq National Market
Composite Index (the Nasdaq Composite Index) and the
Morgan Stanley Internet Index. The graph assumes that $100 was
invested on December 29, 2000 in the ordinary shares of the
Company and each of the Nasdaq Composite Index and the Morgan
Stanley Internet Index and assumes reinvestment of any
dividends. The stock price performance on the following graph is
not necessarily indicative of future stock price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG SINA CORPORATION, THE NASDAQ NATIONAL MARKET COMPOSITE
INDEX
AND THE MORGAN STANLEY INTERNET INDEX
|
|
* |
$100 invested on 12/29/2000 in stock or index, including
reinvestment of dividends. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
12/29/2000 | |
|
6/29/2001 | |
|
12/31/2001 | |
|
6/28/2002 | |
|
12/31/2002 | |
|
6/30/2003 | |
|
12/31/2003 | |
|
6/30/2004 | |
|
12/31/2004 | |
|
6/30/2005 | |
|
12/30/2005 | |
| |
SINA Corporation |
|
$ |
100.00 |
|
|
$ |
50.88 |
|
|
$ |
50.56 |
|
|
$ |
56.00 |
|
|
$ |
208.00 |
|
|
$ |
648.03 |
|
|
$ |
1,080.00 |
|
|
$ |
1,055.68 |
|
|
$ |
1,025.92 |
|
|
$ |
892.80 |
|
|
$ |
773.12 |
|
|
Nasdaq Composite Index |
|
$ |
100.00 |
|
|
$ |
96.07 |
|
|
$ |
83.76 |
|
|
$ |
72.81 |
|
|
$ |
63.11 |
|
|
$ |
70.49 |
|
|
$ |
86.65 |
|
|
$ |
87.65 |
|
|
$ |
89.37 |
|
|
$ |
89.17 |
|
|
$ |
105.64 |
|
|
Morgan Stanley Internet Index |
|
$ |
100.00 |
|
|
$ |
87.33 |
|
|
$ |
76.19 |
|
|
$ |
59.53 |
|
|
$ |
56.85 |
|
|
$ |
66.91 |
|
|
$ |
80.28 |
|
|
$ |
86.59 |
|
|
$ |
88.18 |
|
|
$ |
79.15 |
|
|
$ |
85.42 |
|
|
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Exchange Act requires the
Companys directors, executive officers and persons who own
more than 10% of the Companys ordinary shares
(collectively, Reporting Persons) to file with the
SEC initial reports of ownership and changes in ownership of the
Companys ordinary shares. Reporting Persons are required
by SEC regulations to furnish the Company with copies of all
Section 16(a) reports they file. To the Companys
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 during the year that ended
December 31, 2005 all Reporting Persons complied with all
applicable filing requirements, except that Lip-Bu Tan filed a
late Form 4 on December 9, 2005 for two separate
transactions which took place on November 9, 2005 and
November 14, 2005.
21
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
December 31, 2005, including the Sinanet.com 1997 Stock
Plan, SRS International Ltd. 1997 Stock Option Plan, 1999 Stock
Plan, 1999 Executive Stock Plan and 1999 Directors Stock
Option Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of | |
|
|
|
|
|
|
Securities remaining | |
|
|
Number of securities to | |
|
|
|
available for future issuance | |
|
|
be issued upon exercise | |
|
Weighted average exercise | |
|
under equity compensation | |
|
|
of outstanding options, | |
|
price of outstanding | |
|
plans (excluding securities | |
|
|
warrants and rights | |
|
options, warrants and rights | |
|
reflected in column (a)) | |
Plan Category |
|
(a) | |
|
(b) | |
|
(c) | |
|
|
| |
|
| |
|
| |
Equity compensation plans approved by security holders
|
|
|
3,610,138 |
(1) |
|
$ |
14.97 |
|
|
|
2,680,680 |
(1)(2) |
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,610,138 |
|
|
$ |
14.97 |
|
|
|
2,680,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Excludes shares under the 1999 Employee Stock Purchase Plan
which was terminated by the Board of Directors of the Company
effective as of August 1, 2005. |
|
(2) |
Includes shares available for future issuance under the 1999
Stock 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.
Shareholders Sharing the Same Address
In accordance with notices previously sent to many shareholders
who hold their shares through a bank, broker or other holder of
record (a street-name shareholder) and share a
single address, only one annual report and proxy statement is
being delivered to that address unless contrary instructions
from any shareholder at that address were received. This
practice, known as householding, is intended to
reduce the Companys printing and postage costs. However,
any such street-name shareholder residing at the same address
who wishes to receive a separate copy of this Proxy Statement or
accompanying Annual Report to Shareholders may request a copy by
contacting the bank, broker or other holder of record, or the
Company by telephone at: +86-21-62895678 extension 6089 or by
mail to SINA Corporation, Room 1802, United Plaza,
No. 1468, Nanjing West Road, Shanghai 200040, China. If
shareholders share a single address, are receiving multiple
copies of our annual reports or proxy statements and would like
to receive only a single copy of our annual report and proxy
statement, such shareholders may so request using the contact
information provided in the preceding sentence. The voting
instruction sent to a street-name shareholder should provide
information on how to request (1) householding of future
Company materials or (2) separate materials if only one set
of documents is being sent to a household. If it does not, a
shareholder who would like to make one of these requests should
contact the Company as indicated above.
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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.
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By Order of the Board of Directors, |
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Charles Chao |
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President, Chief Financial Officer and Secretary |
Shanghai, China
May 5, 2006
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APPENDIX A
SINA CORPORATION
PROCEDURES FOR THE REPORTING OF QUESTIONABLE
ACCOUNTING OR FINANCIAL MATTERS
Sina Corporation (the Company) has a responsibility
for the stewardship of company resources and for fostering the
public and investor support and confidence that will enable the
Company to achieve its corporate goals. In pursuit of those
responsibilities, we are committed to full compliance with all
laws and regulations governing our Company.
In keeping with those responsibilities, the Audit Committee of
the Board of Directors is establishing this policy to enable and
encourage the reporting of any conduct that appears to raise
ethical or legal concerns in connection with the Companys
accounting, internal accounting controls, financial reporting or
other auditing matters.
This policy is intended to ensure (1) that any report
questioning accounting or financial matters is properly
received, treated and retained and (2) all employees and
others who deal with the Company have the ability to submit
their concerns anonymously and without fear of retaliation.
Contact details are given at the end of this paper.
The Company, like other public companies, has a duty to conduct
its affairs in a responsible and transparent way and to take
into account legal requirements and the requirements of the SEC.
This document describes procedures at the Company for handling
allegations relating to the finance, accounting and auditing of
the Company. The procedures are designed to assist in reporting
and investigating and, where appropriate, acting upon a
complaint by any person or persons within or outside the Company
about any of the following matters, whether in respect of the
Company itself, or about an individual or individuals.
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Falsification of accounting or audit data; |
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failure to comply with or observe a legal or SEC obligation; |
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financial malpractice; |
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improper conduct or unethical behavior; |
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Suppression or concealment of any information relating to any of
the above. |
No detrimental action of any kind will be taken against a person
making a complaint of the nature described above, provided that
it is done without malice and in good faith, reasonably
believing it to be true. A malicious or vexatious complaint,
however, could result in disciplinary action.
Any allegations raised under these procedures should be
submitted in writing. Each allegation will be logged and tracked
with a unique number. Reports should generally be submitted to
the Companys General Counsel. However, in the interest of
confidentiality or when there is a potential conflict of
interest or for any other valid reason, reports may be made
directly to the Audit Committee of the Companys Board of
Directors.
Reports that are submitted directly to the Audit Committee
should be mailed to the Audit Committee Chairperson in care of
the Companys General Counsel and shall be marked
Confidential. The Audit Committee Chairperson shall
initially determine if the complaint or report warrants an
investigation by the entire Audit Committee, but shall in all
events inform the Audit Committee of the complaint or report to
allow the full Audit Committee to review that decision.
In all other instances, the General Counsel shall investigate
and determine if the complaint or report should be submitted to
the Audit Committee for their review and investigation. The
existence of any
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complaint or report (whether or not deemed valid by the General
Counsel) should be made known in a timely manner to the Audit
Committee, which may independently determine to investigate any
matter, regardless of a contrary conclusion by the General
Counsel.
In all cases where an allegation has been made, the General
Counsel or the Audit Committee will acknowledge its receipt, if
the alleger has provided their name, and keep a record of action
taken. If on preliminary examination the allegation is judged to
be wholly without substance or merit, the allegation may be
dismissed. The person making the allegation will be so informed.
The person or persons against whom an allegation is made must be
informed of the allegation and the evidence supporting it and
must be allowed to comment before the investigation is
concluded. All allegations, including those dismissed after
preliminary examination, and the results of their investigation
must be reported to the Audit Committee. The outcome of all
allegations must also be reported to the complainant, if he or
she has provided their names.
The identity of any person making an allegation will be kept
confidential until a formal investigation is launched.
Thereafter, the identify of the person making the allegation may
be kept confidential, if requested, unless this is incompatible
with a fair investigation (e.g. the need of the person(s)
against whom the allegation is made to know the identity of
his/her accuser) or unless there is an overriding reason for
disclosure. Provided that the allegation has been made lawfully,
without malice and in the stockholders interest, the
employment position of the person making it will not be
adversely affected by reason of making the allegation.
If someone who has made an allegation remains dissatisfied with
the outcome of the investigation because either (1) they
believe the procedures have not been followed properly, or
(2) they are convinced that the decision is one which no
reasonable person could have reached, there is a right of appeal
on these grounds only. Any such appeals shall be addressed to
the company legal counsel.
Responsibilities of the General Counsel shall include:
1. The General Counsel shall be the individual primarily
responsible for promptly reviewing and taking appropriate action
with respect to all reports, diligently investigating the
allegations made in any report and, if necessary, submitting the
report to the Audit Committee and for making any required
referrals to legal authorities.
2. The General Counsel shall be responsible for maintaining
a written record of all reports for a period of not less than
seven (7) years, and having such reports readily accessible
during such period for review by the Audit Committee upon
request.
Responsibilities of the Audit Committee shall include:
1. The Audit Committee shall be responsible for
investigating all reports brought to its attention by the
General Counsel or independently and making a final
determination as to the action to be taken with respect to the
report.
2. The Audit Committee shall be responsible for
implementing appropriate disciplinary and legal action with
respect to any individual determined by the Audit Committee to
have engaged in misconduct and for mandating any referral to
legal authorities which it determines to be necessary or
appropriate.
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3. The Audit Committee shall be responsible for reviewing
all complaints and reports maintained by the General Counsel on
a periodic basis and for keeping the full Board of Directors
informed, as appropriate.
Contact addresses and numbers for the individuals mentioned in
these procedures are:
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Song-Yi Zhang |
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Chairperson, Audit Committee |
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c/o Edward Wu |
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General Counsel |
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Sina Corporation |
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2988 Campus Drive |
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Suite 100 |
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San Mateo, CA 94403 |
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Edward Wu |
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General Counsel |
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Sina Corporation |
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2988 Campus Drive |
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Suite 100 |
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San Mateo, CA 94403 |
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edward@staff.sina.com |
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF SINA CORPORATION FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 23, 2006
The undersigned shareholder of SINA Corporation, a Cayman Islands company, (the Company)
hereby acknowledges receipt of the Notice of Annual General Meeting of Shareholders and Proxy
Statement, each dated May 5, 2006, and hereby appoints Charles Chao and Yan Wang or either of
them, OR ____________, (shareholder to fill in only if shareholder chooses a person other than Charles Chao
or Yan Wang 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 General
Meeting of Shareholders of SINA Corporation to be held on Friday, June 23, 2006 at 10:30 a.m.,
local time, at the Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong and at any adjournment
or postponement thereof, and to vote all ordinary 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).
___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 nominees name in the list below:
Yongji Duan
Yan Wang
Xiaotao Chen
Hurst Lin
2. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS
LIMITED COMPANY AS THE INDEPENDENT AUDITORS OF THE COMPANY:
_________FOR _________AGAINST _________ABSTAIN
PLEASE SIGN ON REVERSE SIDE AND RETURN IMMEDIATELY
THIS PROXY WILL BE VOTED AS DIRECTED OR, WHERE CHARLES CHAO OR YAN WANG ARE THE PROXY HOLDERS, IF
NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED AS FOLLOWS: (1) FOR THE ELECTION OF DIRECTORS;
(2) FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED
COMPANY AS THE INDEPENDENT AUDITORS OF THE COMPANY; AND AS SAID PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY COME BEFORE THE MEETING.
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.)