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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
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Preliminary Proxy Statement |
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Soliciting Material Under Rule 14a-12 |
SINA Corporation
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
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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. |
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SINA Corporation
Notice of Annual General Meeting of Shareholders
To Be Held September 27, 2005
On Tuesday, September 27, 2005, SINA Corporation, a Cayman
Islands company (the “Company”), will hold its Annual
General Meeting of Shareholders at the Island
Shangri-La Hong Kong located at Two Pacific Place, Supreme
Court Road, Central, 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 August 2, 2005 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 three 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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The amendment of the Company’s 1999 Stock Plan (the
“1999 Plan”), which will have the effect of increasing
the aggregate number of ordinary shares reserved for issuance
under the 1999 Plan in each of fiscal years 2006, 2007 and 2008
by a number equal to the lesser of (i) 1,000,000 ordinary
shares, (ii) 3% of our outstanding ordinary shares on the
last day of the immediately preceding fiscal year, or
(iii) a lesser number of ordinary shares as determined by
the Board of Directors. |
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The amendment of the Company’s 1999 Directors’
Stock Option Plan (the “1999 Directors’
Plan”), which will have the effect of increasing the
aggregate number of ordinary shares issuable under the
1999 Directors’ Plan from 750,000 ordinary shares to
1,125,000 ordinary shares; |
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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 not
later than 48 hours prior to the meeting.
At the meeting, we will also report on our business results and
other matters of interest to shareholders.
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By Order of the Board of Directors, |
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Charles Chao |
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Chief Financial Officer and Secretary |
Shanghai, China
August 31, 2005
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.
SINA Corporation
Room 1802
United Plaza, No. 1468
Nanjing West Road
Shanghai 200040
China
PROXY STATEMENT
for the
2005 Annual General Meeting of Shareholders
September 27, 2005
Our Board of Directors is soliciting proxies for the 2005 Annual
General Meeting of Shareholders. This Proxy Statement contains
important information for you to consider when deciding how to
vote on the matters brought before the meeting. Please read it
carefully.
The Board set August 2, 2005 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.
53,079,540 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 August 31, 2005.
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 2005 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 Tuesday,
September 27, 2005 at 10:30 a.m. local time at the
Island Shangri-La Hong Kong located at Two Pacific Place,
Supreme Court Road, Central, Hong Kong.
All shareholders who owned shares in the capital of the Company
as of August 2, 2005, the record date, may attend the
Annual General Meeting.
Purpose of the Proxy Statement and Proxy Card
You are receiving a Proxy Statement and proxy card from us
because you owned shares of our ordinary shares on
August 2, 2005, 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 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 Year’s Annual General
Meeting
At the meeting, ordinary resolutions will be proposed as follows:
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The election of three 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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The amendment of the Company’s 1999 Stock Plan (the
“1999 Plan”), which will have the effect of increasing
the aggregate number of ordinary shares reserved for issuance
under the 1999 Plan in each of fiscal years 2006, 2007 and 2008
by a number equal to the lesser of (i) 1,000,000 ordinary
shares, (ii) 3% of our outstanding ordinary shares on the
last day of the immediately preceding fiscal year, or
(iii) a lesser number of ordinary shares as determined by
the Board of Directors. |
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The amendment of the Company’s 1999 Directors’
Stock Option Plan (the “1999 Directors’
Plan”), which will have the effect of increasing the
aggregate number of ordinary shares issuable under the
1999 Directors’ Plan from 750,000 ordinary shares to
1,125,000 ordinary shares. |
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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 at least
48 hours prior to the Meeting. If you mark your voting
instructions on the proxy card, your shares will be voted as you
instruct.
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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.
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Quorum Requirement
Shares are counted as present at the Meeting if the shareholder
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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.”
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
shareholder for a vote.
Required Vote
Assuming a quorum is present, the election of each of the three
nominees as directors, the ratification of the independent
auditors, the amendment of the 1999 Plan and the amendment of
the 1999 Directors’ Plan 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.
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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.
Publication of Voting Results
We will announce preliminary voting results at the meeting. We
will publish the final results in our quarterly report on
Form 10-Q for the quarterly period ending
September 30, 2005, which we will file with the Securities
and Exchange Commission (the “SEC”). You can obtain a
copy by contacting our Investor Relations Department at
+86-21-62895678 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 2005
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
July 17, 2005, 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 2006 Annual General Meeting
We anticipate that our 2006 Annual General Meeting will be held
in June 2006. To have your proposal included in our proxy
statement for the 2006 Annual General Meeting, you must submit
your proposal in writing by January 15, 2006 to Charles
Chao, CFO, SINA Corporation, Room 1802, United Plaza,
No. 1468 Nanjing West Road, Shanghai 200040, China.
If you submit a proposal for the 2006 Annual General Meeting
after April 1, 2006, management may or may not, at their
discretion, present the proposal at the meeting, and the proxies
for the 2006 Annual General Meeting of Shareholders will confer
discretion on the management proxy holders to vote against your
proposal.
Each shareholder’s 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 person’s 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 Company’s books, and of
such beneficial owner and (ii) the number of shares of the
Company’s 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 Company’s
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 three 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 17.
Our Articles of Association currently authorize a Board of not
less than two directors and the classification of the Board into
three classes serving staggered terms. At each annual general
meeting, 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. The Company currently
has nine directors.
The Class III directors whose terms expire at the Annual
General Meeting are Pehong Chen, Lip-Bu Tan and Yichen Zhang.
Assuming that the size of our board remains between 7 and 9
members, the Class I Directors whose terms expire at our
2006 Annual General Meeting are Yongji Duan, Yan Wang and
Xiaotao Chen, and the Class II directors whose terms
expire at our 2007 Annual General Meeting are Daniel Chiang, Ter
Fung Tsao and Song-Yi Zhang.
At the Annual General Meeting, the shareholders will elect a
total of three directors, all of whom shall be Class III
directors. If elected, the Class III directors will serve
until the 2008 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 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 three
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 three 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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Pehong Chen
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Director (Class III Director) |
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Lip-Bu Tan
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Director (Class III Director) |
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Yichen Zhang
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Director (Class III Director) |
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.
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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.
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.
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 Company’s 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 Company’s
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 attached to this
Proxy Statement as Appendix A.
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 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 to such nominee that is
required to be disclosed pursuant to Regulation 14A under
the Securities Exchange Act of 1934 (including such
person’s 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 Company’s
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 Articles of Association of the Company and under the
caption, “Proposals for 2006 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
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appropriate, a third-party search firm. The Selection Body will
evaluate each candidate’s 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 2005 Annual Meeting. Each of the
nominees listed in this Proxy Statement are current directors
standing for re-election.
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, 2005. PricewaterhouseCoopers has served as our
independent auditors since May 20, 1999. In the event that
ratification of this selection of accountants is not approved by
a majority of the shares of ordinary shares voting at the Annual
General Meeting in person or by proxy, the 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
PROPOSAL NO. 3
AMENDMENT OF 1999 STOCK PLAN
You are being asked to approve the amendment of our 1999 Stock
Plan (the “1999 Plan”) to increase the number of
ordinary shares authorized for issuance pursuant thereto. We
believe that the proposed increase is necessary to attract and
retain the best available personnel for positions of substantial
responsibility, to give our employees, officers and consultants
a greater personal stake in the success of our business, to
provide additional incentive to our employees and consultants to
continue their professional advancement, and to promote the
success of our business.
When originally adopted, an aggregate of 9,131,520 ordinary
shares were reserved for issuance under the 1999 Plan, which
amount was automatically increased pursuant to the terms of the
1999 Plan on the first day of each of the fiscal years 2001,
2002, 2003, 2004 and 2005 by a number equal to the lesser of
(i) 750,000 ordinary shares, (ii) 3% of our
outstanding ordinary shares on the last day of the immediately
preceding fiscal year, or (iii) a lesser number of ordinary
shares as determined by the Board of Directors.
In August, the Board of Directors approved an amendment to the
1999 Plan which, if approved by the shareholders, will
automatically increase the number of ordinary shares reserved
for issuance under the 1999 Plan on the first day of each of the
fiscal years 2006, 2007 and 2008 by a number equal to the lesser
of (i) 1,000,000 ordinary shares, (ii) 3% of our
outstanding ordinary shares on the last day of the immediately
preceding fiscal year, or (iii) a lesser number of ordinary
shares as determined by the Board of Directors (an
“Evergreen Increase”). The shareholders are being
asked to approve the Evergreen Increases for 2006, 2007, and
2008.
A summary of the principal features of the 1999 Plan follows.
The summary is not a complete description of all the provisions
of the 1999 Plan. If you wish to obtain a copy of the actual
plan document, please send a written request to Corporate
Secretary, SINA Corporation, Room 1802, United Plaza,
No. 1468 Nanjing West Road, Shanghai 200040, China.
Summary of 1999 Plan
General. Our 1999 Plan authorizes the grant of share
options and share purchase rights to eligible employees and
consultants. The 1999 Plan was adopted by the Board of Directors
in May 1999 and approved by our shareholders in June 1999. The
purposes of the 1999 Plan are to attract and retain the best
available personnel, to provide additional incentives to our
employees and consultants, and to promote the success of our
business.
The 1999 Plan authorizes the grant of incentive share options
which are intended to qualify as “incentive stock
options” within the meaning of Section 422 of the
U.S. Internal Revenue Code (the “Code”) to
employees (including officers and employee directors) of the
Company and any of its subsidiaries, and the grant of
nonstatutory share options and share purchase rights to
employees (including officers and employee directors) and
consultants (including non-employee directors) of the Company
and any of its subsidiaries or affiliates.
The 1999 Plan is not a qualified deferred compensation plan
under Section 401(a) of the Code and is not subject to the
provisions of the Employee Retirement Income Security Act of
1974.
Share Reserve. The aggregate number of ordinary shares
reserved for issuance will be 12,881,520, which amount will
automatically increase pursuant to the terms of the 1999 Plan on
the first day of each of the fiscal years 2006, 2007 and 2008 by
an amount equal to the lesser of (i) 1,000,000 ordinary
shares, (ii) 3% of our outstanding ordinary shares on the
last day of the immediately preceding fiscal year, or
(iii) a lesser number of ordinary shares as determined by
the Board of Directors. If awards under the 1999 Plan are
forfeited or terminate before being exercised, then the ordinary
shares underlying those awards will again become available for
awards under the 1999 Plan. In the event of a share split,
reverse share split, share dividend, combination,
recapitalization or reclassification of the ordinary shares
(including any change in the number of ordinary shares effected
in connection with a change of domicile of the Company), or any
other increase or
9
decrease in the number of issued ordinary shares effected
without receipt of consideration by the Company, the 1999 Plan
administrator will, in its discretion, make appropriate
proportionate adjustments to the number of shares issuable under
the 1999 Plan and under each outstanding award. Appropriate
adjustments will also be made to the exercise price or purchase
price of outstanding awards.
Administration. The 1999 Plan is administered by the
Board of Directors or a committee of the Board (the
“Administrator”). Currently, the 1999 Plan is
administered by the Board of Directors and its Compensation
Committee for the awards granted to executive officers, and the
Share Administration Committee of the Board of Directors for the
awards granted to non-executive employees. The Administrator has
the full power to select the individuals to whom options and
share purchase rights will be granted and to make any
combination of grants to any participants, and to determine the
terms of the options or share purchase rights granted, including
the exercise or purchase price, the number of shares subject to
each option or share purchase right and the vesting or
exercisability of the options or share purchase rights. The
Administrator’s interpretation and construction of any
provision of the 1999 Plan is final and binding upon all
participants.
Generally, the Compensation Committee is composed of two or more
members of the Board who are not employees of the Company.
Members of the Board receive no additional compensation for
their services in connection with the administration of the 1999
Plan.
Eligibility. The 1999 Plan provides that incentive share
options may be granted only to employees (including officers and
employee directors) of the Company and any of its subsidiaries,
while nonstatutory share options and share purchase rights may
be granted not only to employees (including officers and
employee directors), but also consultants (including
non-employee directors) of the Company and any of its
subsidiaries.
No employee may receive options or share purchase rights to
purchase more than 3,000,000 ordinary shares in any one fiscal
year. In addition, no employee may be granted incentive share
options that first become exercisable (i.e., that vest) in any
calendar year for ordinary shares having a total fair market
value, determined at time of grant, in excess of $100,000. To
the extent options have been issued to a person that exceed the
$100,000 limit, such excess options are treated as nonstatutory
share options.
Exercise Price. The exercise price of all incentive share
options granted under the 1999 Plan must be at least equal to
100% of the fair market value of the ordinary shares at the time
of grant, and grants of any incentive share options to an
individual who at the time of the grant owns shares representing
more than 10% of the total combined voting power of all classes
of the outstanding ordinary shares must have an exercise price
of at least 110% of the fair market value of the ordinary shares
at the time of the grant. The Administrator has the authority to
grant nonstatutory share options and share purchase rights at
exercise prices below fair market value, although the exercise
price of such awards granted to our Chief Executive Officer and
our four most highly compensated officers will generally equal
at least fair market value of ordinary shares on the date of
grant.
Payment for Shares Issued Pursuant to Option Exercise.
The exercise price of options must be paid at the time shares
are purchased pursuant to the options. The method of payment of
the exercise price is determined by the Administrator and set
forth in the written option agreement. The 1999 Plan permits the
exercise price to be paid in cash or by check, promissory note,
cancellation of indebtedness, surrender of certain ordinary
shares of the Company, cashless exercise, or any other legal
consideration.
Exercisability. Options granted under the 1999 Plan will
generally vest and be exercisable over a four-year term with
12.5% of the options vesting on the sixth month anniversary of
the date of the grant and the remaining options vesting ratably
on a monthly basis over the remaining terms of the options,
provided that such participant’s service has not terminated
prior to any vesting date. The Administrator may at any time
offer to buy out for payment in cash or shares, an option
previously granted based on such terms communicated to the
optionee at the time such offer is made.
Option Term. Share options granted under the 1999 Plan
may not have a term of more than 10 years, or 5 years
in the case of an incentive share option granted to a holder of
more than 10% of the total combined
10
voting power of all classes of outstanding shares of the Company
or its subsidiaries. Options generally remain exercisable for a
period of three months following termination of the
optionee’s employment or consulting relationship.
Option Transferability. No option may be transferred by
the optionee or holder other than by will or the laws of descent
or distribution, and options may be exercised during the
lifetime of the optionee only by such optionee.
Share Purchase Rights. In addition to share options, the
Administrator may issue share purchase rights under the 1999
Plan that are exercisable for a period not exceeding
30 days from the date of grant. The Administrator may
determine the terms, conditions and restrictions related to the
share purchase rights. The shares purchased pursuant to the
share purchase rights are generally subject to a right of
repurchase by us at the holder’s original price, which
repurchase right generally lapses at a rate of 20% per year.
Change of Control. If there is a sale of all or
substantially all of the Company’s assets, or a merger,
consolidation or other capital reorganization of the Company
with or into another corporation, each option or share purchase
right outstanding under the 1999 Plan will be assumed or
equivalent options or rights substituted by our successor
corporation. If the successor corporation does not agree to this
assumption or substitution, the options and share purchase
rights will terminate upon consummation of the transaction to
the extent not previously exercised.
Amendment or Termination of 1999 Plan. The Board may at
any time amend or terminate the 1999 Plan, except participant
consent is required when the amendment or termination would
impair the participant’s rights. Unless terminated earlier,
the 1999 Plan will terminate in 2009.
Plan Benefits
Awards made under the 1999 Plan are made at the discretion of
the Administrator. Therefore, the Company cannot currently
determine the benefits or number of shares subject to awards
that will be granted under the 1999 Plan. If the proposed
increase in authorized shares under the 1999 Plan had been in
effect in 2004, the Company expects that its awards for 2004
would not have been substantially different from those actually
made in that year under the 1999 Plan.
Share purchase rights were not granted to any eligible
participant during fiscal year 2004. The following table sets
forth information with respect to options granted under the 1999
Plan during fiscal year 2004 to the Chief Executive Officer and
the next four most highly compensated executive officers and to
certain groups:
| |
|
|
|
|
|
|
|
|
| |
|
Number of Ordinary | |
|
|
| |
|
Shares Subject to Options | |
|
Weighted Average | |
| |
|
Granted Under the 1999 | |
|
Exercise Price per | |
| Principal Positions |
|
Stock Plan | |
|
Share ($) | |
| |
|
| |
|
| |
|
Yan Wang
|
|
|
200,000 |
|
|
$ |
24.23 |
|
|
Charles Chao
|
|
|
— |
|
|
|
— |
|
|
Hurst Lin
|
|
|
50,000 |
|
|
$ |
24.23 |
|
|
Li-Cheng Chang
|
|
|
— |
|
|
|
— |
|
|
Benjamin Tsiang
|
|
|
— |
|
|
|
— |
|
|
All current executive officers as a group
|
|
|
250,000 |
|
|
$ |
24.23 |
|
|
All employees and consultants as a group, including all current
officers who are not executive officers as a group
|
|
|
1,149,300 |
|
|
$ |
20.90 |
|
|
All directors who are not executive officers as a group
|
|
|
— |
|
|
|
— |
|
As of August 12, 2005, 2,937,985 ordinary shares were
subject to options currently outstanding under the 1999 Plan and
2,142,455 shares of our ordinary shares remained available
for issuance. As of August 12, 2005, the Company estimates
that approximately 1,900 employees, including 4 executive
officers, and 50 consultants
11
were eligible to participate in the 1999 Plan. No options or
share purchase rights have been granted, and no ordinary shares
have been issued, with respect to the share increases for which
shareholder approval is sought under this Proposal.
On August 12, 2005, the Company’s ordinary shares
closed at $28.29 on the NASDAQ National Market.
Federal Income Tax Consequences
The following is a brief summary of the U.S. federal income
tax consequences applicable to awards granted under the 1999
Plan based on federal income tax laws in effect on the date of
this Proxy Statement. This summary is not intended to be
exhaustive and does not address all matters which may be
relevant to a particular participant based on his or her
specific circumstances. The summary expressly does not discuss
the income tax laws of any state, municipality, or
non-U.S. taxing jurisdiction, or the gift, estate, excise
(including the rules applicable to deferred compensation under
Code Section 409A), or other tax laws other than federal
income tax laws. The following is not intended or written to be
used, and cannot be used, for the purposes of avoiding taxpayer
penalties. Because individual circumstances may vary, the
Company advises all participants to consult their own tax
advisors concerning the tax implications of awards granted under
the 1999 Plan. Any tax effects that accrue to foreign
participants as a result of participation in the 1999 Plan will
be subject to the tax laws of the countries in which such
participants reside or are otherwise subject to tax.
A recipient of a share option or share purchase right will not
have taxable income upon the grant of the share option or share
purchase right. For nonstatutory share options, the participant
will recognize ordinary income upon exercise in an amount equal
to the difference between the fair market value of the shares
and the exercise price on the date of exercise. Any gain or loss
recognized upon any later disposition of the ordinary shares
generally will be a capital gain or loss.
The acquisition of shares upon exercise of an incentive share
option will not result in any taxable income to the participant,
except, possibly, for purposes of the alternative minimum tax.
The gain or loss recognized by the participant on a later sale
or other disposition of such shares will either be long-term
capital gain or loss or ordinary income, depending upon whether
the participant holds the shares for the legally-required period
(currently 2 years from the date of grant and 1 year
from the date of exercise). If the shares are not held for the
legally-required period, the participant will recognize ordinary
income equal to the lesser of (i) the difference between
the fair market value of the shares on the date of exercise and
the exercise price, or (ii) the difference between the
sales price and the exercise price.
For share purchase rights, unless the participant elects to be
taxed at the time of exercise, the participant will not have
taxable income upon exercise, but upon vesting will recognize
ordinary income equal to the fair market value of the shares at
the time of vesting less the amount paid for such shares (if
any). Any gain or loss recognized upon any later disposition of
the shares generally will be a capital gain or loss.
At the discretion of the Administrator, the 1999 Plan allows a
participant to satisfy his or her tax withholding requirements
under federal and state tax laws in connection with the exercise
or receipt of an award by electing to have shares withheld,
and/or by delivering to the Company already-owned ordinary
shares of the Company.
If the participant is an employee or former employee, the amount
the participant recognizes as ordinary income in connection with
an award is subject to withholding taxes (not applicable to
incentive share options) and the Company is allowed a tax
deduction equal to the amount of ordinary income recognized by
the participant, provided, that Section 162(m) of the Code
contains special rules regarding the federal income tax
deductibility of compensation paid to the Company’s Chief
Executive Officer and to each of the Company’s other four
most highly compensated executive officers. The general rule is
that annual compensation paid to any of these specified
executives will be deductible only to the extent that it does
not exceed $1,000,000. However, the Company can preserve the
deductibility of certain compensation in excess of $1,000,000 if
such compensation qualifies as “performance-based
compensation” by complying with certain conditions imposed
by the Code Section 162(m) rules (including the
establishment of a maximum number of shares with respect to
which awards may be granted to any one employee during one
fiscal year) and if the material terms of such
12
compensation are disclosed to and approved by the shareholders.
The 1999 Plan is structured with the intention that the
Compensation Committee will have the discretion to make awards
under the 1999 Plan that would qualify as
“performance-based compensation” and be deductible.
Required Vote
Assuming a quorum is present, the approval of
Proposal No. 3 will require the affirmative vote of a
majority of shares cast in person or cast by proxy at the
Meeting. Unless marked otherwise where Charles Chao or Yan Wang
is appointed as proxy, their proxies received will be voted FOR
Proposal No. 3.
Recommendation of the Board
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
PROPOSAL NO. 3.
13
PROPOSAL NO. 4
AMENDMENT OF 1999 DIRECTORS’ STOCK OPTION PLAN
You are being asked to approve the amendment of our
1999 Directors’ Stock Option Plan (the
“1999 Directors’ Plan”) to increase the
number of ordinary shares authorized for issuance pursuant
thereto. We believe that the proposed increase is necessary to
attract and retain the best available personnel for service as
directors of the Company, to provide additional incentive to our
non-employee directors to serve as directors and to encourage
their continued service on the Board.
In August, the Board of Directors approved an amendment to the
1999 Directors’ Plan which, if approved by the
shareholders, will increase the aggregate number of ordinary
shares authorized for issuance under the
1999 Directors’ Plan from 750,000 ordinary shares to
1,125,000 ordinary shares.
A summary of the principal features of the
1999 Directors’ Plan follows. The summary is not a
complete description of all the provisions of the
1999 Directors’ Plan. If you wish to obtain a copy of
the actual plan document, please send a written request to
Corporate Secretary, SINA Corporation, Room 1802,
United Plaza, No. 1468 Nanjing West Road, Shanghai
200040, China.
Summary of 1999 Directors’ Plan
General. Our 1999 Directors’ Plan provides for
nondiscretionary grants to non-employee directors of the Company
of nonstatutory share options. The 1999 Directors’
Plan was adopted by the Board of Directors and approved by the
shareholders in October 1999. The purposes of the
1999 Directors’ Plan are to provide additional
incentive to our non-employee directors to serve as directors
and to encourage their continued service on the Board.
The 1999 Directors’ Plan is not a qualified deferred
compensation plan under Section 401(a) of the Code, and is
not subject to the provisions of the Employee Retirement Income
Security Act of 1974.
Share Reserve. A total of 1,125,000 ordinary shares will
be reserved for issuance under the plan. Shares returning to the
1999 Directors’ Plan upon expiration or cancellation
of outstanding options without having been exercised in full may
be made subject to future option grants. In the event of a share
split, reverse share split, share dividend, combination or
reclassification of the ordinary shares (including any change in
the number of ordinary shares effected in connection with a
change of domicile of the Company), or any other increase or
decrease in the number of issued ordinary shares effected
without receipt of consideration by the Company, the Board of
Directors will, in its discretion, make appropriate
proportionate adjustments to the number of shares issuable under
the 1999 Directors’ Plan and under each outstanding
award. Appropriate adjustments will also be made to the exercise
price of outstanding options.
Administration. The 1999 Directors’ Plan is
intended to operate automatically without administration. To the
extent administration is necessary, the
1999 Directors’ Plan will be administered by the Board
of Directors. All option grants under the
1999 Directors’ Plan are automatic and
nondiscretionary, and must be made in accordance with the terms
of the 1999 Directors’ Plan. The Board of
Director’s interpretation and construction of any provision
of the 1999 Directors’ Plan is final and binding upon
all participants. To the extent conflicts of interest arise, it
is expected that they will be addressed by abstention of any
interested director from both deliberations and voting regarding
matters in which that director has a personal interest.
Eligibility; Option Grants. The 1999 Directors’
Plan provides that nonstatutory options may be granted only to
non-employee directors of the Company. Each such director who
becomes a non-employee director will automatically be granted on
option to purchase 37,500 ordinary shares on the date on
which such person first becomes a non-employee director, whether
through election by the shareholders of the Company or
appointment by the Board of Directors to fill a vacancy. In
addition, each non-employee director will automatically be
granted an option to purchase 15,000 ordinary shares on the
date of each annual shareholders’ meeting thereafter if he
or she has been a director of the Company for at least six
months prior to the meeting.
14
Principal Features. All options granted under the
1999 Directors’ Plan are fully vested at grant, have
an exercise price equal to the fair market value of our ordinary
shares on the date of grant, are nontransferable, and have a
term of ten years. If a non-employee director ceases to serve as
a director for any reason other than death or disability, he or
she may exercise options granted under the
1999 Directors’ Plan within 90 days after the
date he or she ceases to be a director. If he or she does not
exercise the option within this 90-day period, the option will
terminate. If a director’s service terminates as a result
of his or her disability or death, or if a director dies within
three months following termination for any reason, the director
or his or her estate will have 12 months after the date of
termination or death, as applicable, to exercise options that
were vested as of the date of termination or death.
Payment for Shares Issued Pursuant to Option Exercise.
The exercise price of options issued under the
1999 Directors’ Plan must be paid at the time shares
are purchased pursuant to the options. Generally, the exercise
price may be paid in cash, or by check, surrender of certain
ordinary shares of the Company, or any other legal consideration.
Change of Control. If there is a dissolution or
liquidation of the Company, a sale of all or substantially all
of the Company’s assets, or a merger, consolidation or
other capital reorganization of the Company with or into another
corporation, each option outstanding under the
1999 Directors’ Plan will be assumed or equivalent
options substituted by our successor corporation. If the
successor corporation does not agree to this assumption or
substitution, the options will terminate upon consummation of
the transaction to the extent not previously exercised.
Amendment or Termination. The Board may amend or
terminate the 1999 Directors’ Plan if that action does
not adversely affect any outstanding option and the Company
obtains shareholder approval for any amendment to the extent
required by applicable law. Unless terminated earlier, the
1999 Directors’ Plan will terminate in April 2010.
Plan Benefits
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 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 shareholders’ meeting for each non-employee
director who has served on the Board of Directors for at least
six months.
If the proposed increase in ordinary shares authorized for
issuance under the 1999 Directors’ Plan had been in
effect in 2004, the award grants for 2004 would not have been
substantially different from those actually made in that year
under the 1999 Directors’ Plan.
The following table sets forth additional information with
respect to options granted under the 1999 Directors’
Plan during fiscal year 2004 to non-employee directors of the
Company. As discussed above, the executive officers, employees
and consultants of the Company are not eligible for grants under
the 1999 Directors’ Plan:
| |
|
|
|
|
|
|
|
|
| |
|
Number of Ordinary | |
|
|
| |
|
Shares Subject to Options | |
|
|
| |
|
Granted Under the | |
|
Weighted Average | |
| |
|
1999 Directors’ Stock | |
|
Exercise Price per | |
| Principal Positions |
|
Option Plan | |
|
Share ($) | |
| |
|
| |
|
| |
|
All current directors as a group (excluding executive officers)
|
|
|
165,000 |
|
|
$ |
33.65 |
|
As of August 12, 2005, 292,500 ordinary shares were subject
to options currently outstanding under the
1999 Directors’ Plan and 150,000 shares of our
ordinary shares remained available for issuance. As of
August 12, 2005, there are 8 non-employee directors
eligible to participate in the 1999 Directors’ Plan.
No options have been granted, and no ordinary shares have been
issued, with respect to the share increases for which
shareholder approval is sought under this Proposal.
15
On August 12, 2005, the Company’s ordinary shares
closed at $28.29 on the NASDAQ National Market.
Federal Income Tax Consequences
The following is a brief summary of the U.S. federal income
tax consequences applicable to awards granted under the
1999 Directors’ Plan based on federal income tax laws
in effect on the date of this Proxy Statement. This summary is
not intended to be exhaustive and does not address all matters
which may be relevant to a particular participant based on his
or her specific circumstances. The summary expressly does not
discuss the income tax laws of any state, municipality, or
non-U.S. taxing jurisdiction, or the gift, estate, excise
(including the rules applicable to deferred compensation under
Code Section 409A), or other tax laws other than federal
income tax laws. The following is not intended or written to be
used, and cannot be used, for the purposes of avoiding taxpayer
penalties. Because individual circumstances may vary, the
Company advises all participants to consult their own tax
advisors concerning the tax implications of awards granted under
the 1999 Directors’ Plan. Any tax effects that accrue
to foreign participants as a result of participation in the
1999 Directors’ Plan will be subject to the tax laws
of the countries in which such participants reside or are
otherwise subject to tax.
A recipient of a nonstatutory share option will not have taxable
income upon the grant of the share option. The Company is
generally entitled to deduct and the participant recognizes
ordinary income upon exercise of a nonstatutory share option in
an amount equal to the difference between the fair market value
of the shares and the exercise price on the date of exercise.
Any gain or loss recognized upon any later disposition of the
ordinary shares generally will be a capital gain or loss.
Required Vote
Assuming a quorum is present, the approval of
Proposal No. 4 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. 4.
Recommendation of the Board
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
PROPOSAL NO. 4.
16
MANAGEMENT
Executive Officers and Directors
The following table provides information with respect to our
executive officers and directors as of August 12, 2005:
| |
|
|
|
|
|
|
| Name |
|
Age | |
|
Position |
| |
|
| |
|
|
|
Yan Wang
|
|
|
32 |
|
|
Chief Executive Officer and Director |
|
Daniel Chiang
|
|
|
47 |
|
|
Co-Chairman of the Board |
|
Yongji Duan
|
|
|
58 |
|
|
Co-Chairman of the Board |
|
Charles Chao
|
|
|
39 |
|
|
Co-Chief Operating Officer & Chief Financial Officer |
|
Hurst Lin
|
|
|
40 |
|
|
Co-Chief Operating Officer |
|
Benjamin Tsiang
|
|
|
36 |
|
|
Executive Vice President of Product Development &
General Manager of SINA Online |
|
Pehong Chen
|
|
|
47 |
|
|
Director |
|
Lip-Bu Tan
|
|
|
45 |
|
|
Director |
|
Ter Fung Tsao
|
|
|
59 |
|
|
Director |
|
Yichen Zhang
|
|
|
41 |
|
|
Director |
|
Xiaotao Chen
|
|
|
47 |
|
|
Director |
|
Song-Yi Zhang
|
|
|
49 |
|
|
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.
Daniel Chiang has served as a director since March 1999
and is currently serving as our Co-Chairman of the Board. He
served as the President and Chief Executive Officer of
Sinanet.com, an Internet content and services company, from June
1996 until we acquired it in March 1999. Mr. Chiang
received an M.A. in Political Economy from University of Texas,
Dallas and a B.A. in Diplomacy from National Cheng-Chi
University in Taiwan.
Charles Chao has served as our Chief Financial Officer
since February 2001 and Co-Chief Operating Officer since July
2004. 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 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 has served as our Chief Operating
Officer from June 2003 to July 2004 and since then has served as
our Co-Chief Operating Officer. 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
17
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.
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 Co-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.
18
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.
Meetings and Committees of the Board of Directors
During the period from January 1, 2004 through
December 31, 2004, the Board met 4 times and adopted one
unanimous written consent. 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 2004, 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 held 2 meetings in 2004. The
Compensation Committee administers and grants stock options
under the Company’s stock option plans to executive
officers.
During 2004, Lip-Bu Tan, Ter Fung Tsao and Yichen Zhang served
as members of the Audit Committee. 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 7 meetings in 2004. The functions of the
Audit Committee are to appoint, compensate and oversee the
independent public accountants, oversee the accounting and
financial reporting processes, and the internal and external
audits of the Company, to provide to the Board the results of
its examinations and recommendations derived therefrom, to
outline to the Board improvements made, or to be made, in
internal accounting controls, to supervise the finance function
of the Company (which will include, among other matters, the
Company’s investment activities) to engage and compensate
independent counsel and other advisors as it deems necessary to
carry out its duties, to grant pre-approvals of audit services
and non-audit services, and to provide the Board such additional
information and materials as it may deem necessary to make the
Board aware of significant financial matters which require Board
attention. The Audit Committee has a written charter, which was
amended in November 2004 and is attached to this Proxy Statement
as Appendix B.
During 2004, the Share Administration Committee consisted of
Daniel Chiang and Yan Wang. The Share Administration Committee
held 1 meeting during 2004. The Share Administration Committee
grants stock options to non-executive employees under the
Company’s stock plans and makes recommendations to the
Board regarding these matters.
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, are 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
attached to this Proxy Statement as Appendix A. The
Selection Body did not hold any meetings during 2004.
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 Articles of Association provide that they
may be compensated at the discretion of the directors. Employee
19
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 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 shareholders’ meeting for each Board member who has
served on the board for at least six months.
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 July 31, 2005 by:
|
|
|
| |
• |
each shareholder known to us to own beneficially more than 5% of
the ordinary shares; |
| |
| |
• |
each director; |
| |
| |
• |
each of our executive officers listed in the Summary
Compensation Table; and |
| |
| |
• |
all of our current directors and executive officers as a group. |
Percentage of beneficial ownership is based on 53,072,514
ordinary shares outstanding as of July 31, 2005, together
with options that are exercisable within 60 days of
July 31, 2005 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 of | |
|
Percent of | |
| |
|
Beneficial | |
|
Ordinary Shares | |
| Name and Address of Beneficial Owners |
|
Ownership (#) | |
|
Outstanding (%)(1) | |
| |
|
| |
|
| |
|
Shanda Interactive Entertainment Limited and its affiliated
entities(2)
|
|
|
9,821,765 |
|
|
|
18.5 |
|
| |
No. 1 Office Building, No. 690 Bibo Road
Pudong New Area, Shanghai, China 201203 |
|
|
|
|
|
|
|
|
|
Capital Research and Management Company and its affiliated
entities(3)
|
|
|
4,595,000 |
|
|
|
8.7 |
|
| |
333 South Hope Street
Los Angeles, CA 90071 |
|
|
|
|
|
|
|
|
|
Capital Group International, Inc. and its affiliated entities(3)
|
|
|
3,387,380 |
|
|
|
6.4 |
|
| |
11100 Santa Monica Blvd.
Los Angeles, CA 90025 |
|
|
|
|
|
|
|
|
|
American Century Companies, Inc. and its affiliated entities(3)
|
|
|
2,840,036 |
|
|
|
5.4 |
|
| |
4500 Main Street,
9th Floor
Kansas City, MO 64111 |
|
|
|
|
|
|
|
|
|
Yongji Duan and his affiliated entities(4)
|
|
|
2,517,274 |
|
|
|
4.7 |
|
| |
Stone Electronic Technology Limited
27/F, K. Wah Centre
191 Java Road, North Point
Hong Kong |
|
|
|
|
|
|
|
|
|
Daniel Chiang(5)
|
|
|
1,334,914 |
|
|
|
2.5 |
|
|
Lip-Bu Tan(6)
|
|
|
102,947 |
|
|
|
* |
|
| |
Walden International
One California Street,
28th Floor
San Francisco, CA 94111 |
|
|
|
|
|
|
|
|
|
Ter Fung Tsao(7)
|
|
|
107,500 |
|
|
|
* |
|
| |
c/o Helen Hsiao, 8F, Suite 801
136, Jean-Ai Road, SEC. 3
Taipei, Taiwan |
|
|
|
|
|
|
|
|
20
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|
| |
|
Amount and | |
|
|
| |
|
Nature of | |
|
Percent of | |
| |
|
Beneficial | |
|
Ordinary Shares | |
| Name and Address of Beneficial Owners |
|
Ownership (#) | |
|
Outstanding (%)(1) | |
| |
|
| |
|
| |
|
Hurst Lin(8)
|
|
|
360,156 |
|
|
|
* |
|
|
Pehong Chen(9)
|
|
|
43,732 |
|
|
|
* |
|
| |
BroadVision, Inc.
585 Broadway
Redwood City, CA 94063 |
|
|
|
|
|
|
|
|
|
Charles Chao(10)
|
|
|
127,486 |
|
|
|
* |
|
|
Yan Wang(11)
|
|
|
169,833 |
|
|
|
* |
|
|
Yichen Zhang(12)
|
|
|
37,500 |
|
|
|
* |
|
| |
CITIC
26/F CITIC Tower
1 Tim Mei Avenue, Central
Hong Kong |
|
|
|
|
|
|
|
|
|
Benjamin Tsiang(13)
|
|
|
220,635 |
|
|
|
* |
|
|
Xiaotao Chen
|
|
|
0 |
|
|
|
* |
|
|
Song-Yi Zhang(14)
|
|
|
37,500 |
|
|
|
* |
|
|
All current directors and executive officers as a group
(12 persons)(15)
|
|
|
5,059,477 |
|
|
|
9.3 |
|
|
|
|
| |
* |
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 July 31, 2005. 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 13D’s or 13G’s, which 5%
shareholders are required to file with the SEC, and which
generally set forth ownership interests as of December 31,
2004. |
| |
| |
(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
Schedule 13G filings made with the Securities and Exchange
Commission. Such filings set forth beneficial ownership as of
December 31, 2004. |
| |
| |
(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
15,000 shares issuable upon exercise of options exercisable
within 60 days of July 31, 2005. The address for SSMG
is 11F/A 1110, Hanwei Plaza, No. 7, Guanghua Road, Beijing,
People’s Republic of China. |
| |
| |
(5) |
Includes 108,472 shares held by his wife,
90,000 shares held by a custodian account for his son,
90,000 shares held by a custodian account for his daughter
and 391,291 shares issuable upon exercise of options
exercisable within 60 days of July 31, 2005. |
| |
| |
(6) |
Includes 5,447 shares held by a trust for which
Mr. Tan and his wife serve as trustees and
97,500 shares issuable upon exercise of options exercisable
within 60 days of July 31, 2005. |
| |
| |
(7) |
Includes 67,500 shares issuable upon exercise of options
exercisable within 60 days of July 31, 2005. |
| |
| |
(8) |
Includes 123,750 shares issuable upon exercise of options
exercisable within 60 days of July 31, 2005. |
| |
| |
(9) |
Includes 13,732 shares held by a trust controlled by
Mr. Chen and 30,500 shares issuable upon exercise of
options exercisable within 60 days of July 31, 2005. |
|
|
| (10) |
Includes 127,083 shares issuable upon exercise of options
exercisable within 60 days of July 31, 2005. |
| |
| (11) |
Consists of 169,833 shares issuable upon exercise of
options exercisable within 60 days of July 31, 2005. |
| |
| (12) |
Includes 30,000 shares issuable upon exercise of options
exercisable within 60 days of July 31, 2005. |
21
|
|
| (13) |
Includes 10,833 shares issuable upon exercise of options
exercisable within 60 days of July 31, 2005. |
| |
| (14) |
Includes 37,500 shares issuable upon exercise of options
exercisable within 60 days of July 31, 2005. |
| |
| (15) |
Includes 1,100,290 shares issuable upon exercise of options
exercisable within 60 days of July 31, 2005. |
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 Company’s Chief
Executive Officer during the fiscal year ended December 31,
2004 and (b) the four other most highly compensated
individuals who served as an executive officer of the Company
during the fiscal year ended December 31, 2004
(collectively the “Named Executive Officers”).
Information is also provided for the fiscal year ended
December 31, 2003 and the calendar year ended
December 31, 2002.
Summary Compensation Table
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| |
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|
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|
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Long-Term | |
|
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| |
|
|
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|
|
|
|
|
|
Compensation | |
|
|
| |
|
|
|
Awards | |
|
|
| |
|
Annual Compensation | |
|
| |
|
|
| |
|
| |
|
Securities | |
|
|
| |
|
Fiscal | |
|
|
|
Other Annual | |
|
Underlying | |
|
All Other | |
| Name and Principal Position |
|
Year | |
|
Salary ($) | |
|
Bonus ($) | |
|
Compensation ($) | |
|
Options | |
|
Compensation | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Yan Wang
|
|
|
2004 |
|
|
|
177,494 |
|
|
|
128,140 |
|
|
|
— |
|
|
|
200,000 |
|
|
|
36,000 |
(2) |
| |
Chief Executive Officer & |
|
|
2003 |
|
|
|
144,980 |
|
|
|
28,966 |
|
|
|
— |
|
|
|
— |
|
|
|
6,133 |
(2) |
| |
Director |
|
|
2002 |
(1) |
|
|
144,980 |
|
|
|
23,196 |
|
|
|
— |
|
|
|
240,000 |
|
|
|
8,481 |
(2) |
|
Charles Chao
|
|
|
2004 |
|
|
|
190,000 |
|
|
|
190,361 |
|
|
|
— |
|
|
|
50,000 |
|
|
|
30,000 |
(4) |
| |
Chief Financial Officer & |
|
|
2003 |
|
|
|
190,000 |
|
|
|
76,000 |
|
|
|
— |
|
|
|
100,000 |
|
|
|
30,000 |
(4) |
| |
Co-Chief Operating Officer |
|
|
2002 |
(1) |
|
|
190,000 |
|
|
|
60,800 |
|
|
|
23,486 |
(3) |
|
|
180,000 |
|
|
|
27,500 |
(4) |
|
Hurst Lin
|
|
|
2004 |
|
|
|
175,000 |
|
|
|
183,227 |
|
|
|
— |
|
|
|
50,000 |
|
|
|
39,000 |
(5) |
| |
Co-Chief Operating Officer |
|
|
2003 |
|
|
|
175,000 |
|
|
|
61,252 |
|
|
|
— |
|
|
|
100,000 |
|
|
|
— |
|
| |
|
|
|
2002 |
(1) |
|
|
175,000 |
|
|
|
47,394 |
|
|
|
— |
|
|
|
180,000 |
|
|
|
— |
|
|
Li-Cheng Chang(6)
|
|
|
2004 |
|
|
|
120,000 |
|
|
|
48,650 |
|
|
|
— |
|
|
|
— |
|
|
|
24,000 |
(7) |
| |
Former EVP & |
|
|
2003 |
|
|
|
120,000 |
|
|
|
41,125 |
|
|
|
— |
|
|
|
80,000 |
|
|
|
— |
|
| |
Chief Marketing Officer |
|
|
2002 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Benjamin Tsiang(8)
|
|
|
2004 |
|
|
|
110,000 |
|
|
|
36,878 |
|
|
|
— |
|
|
|
30,000 |
|
|
|
24,000 |
(9) |
| |
EVP, Product Development |
|
|
2003 |
|
|
|
110,000 |
|
|
|
33,000 |
|
|
|
— |
|
|
|
40,000 |
|
|
|
— |
|
| |
& GM of SINA Online |
|
|
2002 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
| (1) |
The information for 2002 is provided for calendar 2002, the
twelve-month period ending December 31, 2002. Due to the
fiscal year change effected for 2002, we are providing
information for this period instead of for fiscal year ended
June 30, 2002. Information for fiscal year 2002 can be
found in our 2002 Proxy Statement. |
| |
| (2) |
Mr. Wang received these amounts as a housing allowance. |
| |
| (3) |
Mr. Chao received this amount as a tax reimbursement
payment. |
| |
| (4) |
Mr. Chao received this amount as a housing allowance. |
| |
| (5) |
Mr. Lin received $30,000 as a housing allowance and $9,000
as an education allowance for his child. |
| |
| (6) |
Mr. Chang became an executive officer in June 2003 and
resigned on December 31, 2004. |
| |
| (7) |
Mr. Chang received this amount as a housing allowance. |
| |
| (8) |
Mr. Tsiang became an executive officer in December 2003. |
| |
| (9) |
Mr. Tsiang received this amount as a housing allowance. |
22
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. Chao’s 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)
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.
23
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information for the
twelve-month period ended December 31, 2004 with respect to
grants of stock options to each of the Named Executive Officers.
No stock appreciation rights were granted to the Named Executive
Officers during 2004. Except for the options granted under our
1999 Directors’ Stock Option Plan to our Directors,
all options granted by us during 2004 were granted under our
1999 Stock Plan and 1999 Executive Stock Plan. We granted to
employees options to purchase ordinary shares equal to a total
of 1,479,300 shares during 2004. Options were granted at an
exercise price equal to the fair market value of our ordinary
shares.
These options have a term of 10 years, but are subject to
earlier termination in connection with termination of
employment. Optionees may pay the exercise price by cash, check,
or delivery of already-owned ordinary shares in the capital of
the Company. Options granted to the Named Executive Officers
vest over a four-year term with 12.5% of the options vesting on
the sixth month anniversary of the date of the grant and the
remaining options vesting ratably on a monthly basis over the
remaining terms of the options. For a discussion of treatment of
certain options in the event of a change in control transaction,
see the discussion under “Change of Control
Agreements” below.
Potential realizable values are net of exercise price before
taxes, and are based on the assumption that our ordinary shares
appreciate at the annual rate shown, compounded annually, from
the date of grant until the expiration of the 10-year term.
These numbers are calculated based on SEC requirements and do
not reflect our projection or estimate of future stock price
growth. Actual gains, if any, on stock option exercises will be
dependent on the future performance of our ordinary shares.
Unless the market price of the ordinary shares appreciates over
the option term, no value will be realized from the option
grants made to executive officers.
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Individual Grants | |
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Potential Realizable | |
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Value at Assumed Annual | |
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Number of | |
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Percent of | |
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Rates of Stock Price | |
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|
Securities | |
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Total Options | |
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Appreciation for | |
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Underlying | |
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Granted to | |
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Exercise or | |
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Option Term | |
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|
Options | |
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Employees in | |
|
Base Price | |
|
Expiration | |
|
| |
| Name |
|
Granted (#) | |
|
Fiscal Year (%) | |
|
($/Sh) | |
|
Date | |
|
5% ($) | |
|
10% ($) | |
| |
|
| |
|
| |
|
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|
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|
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| |
|
Yan Wang
|
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200,000 |
|
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13.52 |
|
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24.23 |
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|
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7/27/14 |
|
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3,047,623 |
|
|
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7,723,276 |
|
| |
Chief Executive Officer &
Director |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Charles Chao
|
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50,000 |
|
|
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3.38 |
|
|
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24.23 |
|
|
|
7/27/14 |
|
|
|
761,906 |
|
|
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1,930,819 |
|
| |
Chief Financial Officer &
Co-Chief Operating Officer |
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|
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Hurst Lin
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50,000 |
|
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3.38 |
|
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24.23 |
|
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7/27/14 |
|
|
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761,906 |
|
|
|
1,930,819 |
|
| |
Co-Chief Operating Officer |
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Li-Cheng Chang
|
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— |
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|
— |
|
|
|
— |
|
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|
— |
|
|
|
— |
|
|
|
— |
|
| |
Former EVP &
Chief Marketing Officer |
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|
|
|
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Benjamin Tsiang
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30,000 |
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2.03 |
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24.23 |
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7/27/14 |
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457,144 |
|
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1,158,491 |
|
| |
EVP, Product Development &
GM of SINA Online |
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24
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, 2004.
The table also provides the number of shares covered by stock
options as of December 31, 2004, 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, 2004. No stock appreciation rights were
outstanding during the last year.
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Number of Securities | |
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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
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204,000 |
|
|
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6,661,087 |
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45,041/321,549 |
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1,177,145/5,240,416 |
|
| |
Chief Executive Officer &
Director |
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Charles Chao
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205,000 |
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6,612,815 |
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43,535/203,965 |
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1,282,423/4,068,323 |
|
| |
Chief Financial Officer &
Co-Chief Operating Officer |
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Hurst Lin
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215,833 |
|
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6,961,169 |
|
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45,208/198,959 |
|
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778,173/3,914,316 |
|
| |
Co-Chief Operating Officer |
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Li-Cheng Chang
|
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69,600 |
|
|
|
2,347,515 |
|
|
|
4,649/0 |
|
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|
116,938/0 |
|
| |
Former EVP &
Chief Marketing Officer |
|
|
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|
|
|
|
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Benjamin Tsiang
|
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45,000 |
|
|
|
1,393,064 |
|
|
|
6,249/80,001 |
|
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158,213/1,414,462 |
|
| |
EVP of Product Development and GM of SINA Online |
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| (1) |
Based on the $32.06 per share closing price of our ordinary
shares on The Nasdaq National Market on December 31, 2004,
less the exercise price of the options. |
Notwithstanding anything to the contrary set forth in any of
the Company’s filings under the Securities Act of 1933 or
the Securities Exchange Act of 1934 that might incorporate
future filings, including this Proxy Statement, in whole or in
part, the following Compensation and Audit Committee reports and
the Stock Performance Graph which follows shall not be deemed to
be incorporated by reference into any such filings.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During the twelve-month period ended December 31, 2004, 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 Company’s executive
officers during the twelve-month period ended December 31,
2004. 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 Company’s stock
option plans. Executive officers who are also directors have not
participated in deliberations or decisions involving their own
compensation.
General Compensation Policy
Under the supervision of the Board of Directors, the
Company’s compensation policy is designed to attract and
retain qualified key executives critical to the Company’s
growth and long-term success. It is the objective of the Board
of Directors to have a portion of each executive’s
compensation contingent upon the
25
Company’s performance as well as upon the individual’s
personal performance. Accordingly, each executive officer’s
compensation package is comprised of three elements:
(i) base salary which reflects individual performance and
expertise, (ii) variable bonus awards payable in cash and
tied to the achievement of certain performance goals that the
Board of Directors establishes from time to time for the Company
and (iii) long-term stock-based incentive awards which are
designed to strengthen the mutuality of interests between the
executive officers and the Company’s shareholders.
The summary below describes in more detail the factors which the
Board of Directors considers in establishing each of the three
primary components of the compensation package provided to the
executive officers.
Base Salary
The level of base salary is established primarily on the basis
of the individual’s qualifications and relevant experience,
the strategic goals for which he or she has responsibility, the
compensation levels at companies which compete with the Company
for business and executive talent, and the incentives necessary
to attract and retain qualified management. Base salary is
adjusted each year to take into account the individual’s
performance and to maintain a competitive salary structure.
Company performance does not play a significant role in the
determination of base salary.
Cash-Based Incentive Compensation
Cash bonuses are awarded on a discretionary basis to executive
officers on the basis of their success in achieving designated
individual goals and the Company’s 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
Company’s shareholders. Factors considered in making such
awards include the individual’s position in the Company,
his or her performance and responsibilities, and comparability
considerations.
Each option grant allows the executive officer to acquire shares
of ordinary shares at a fixed price per share (the fair market
value on the date of grant) over a specified period of time (up
to 10 years). The options typically vest in periodic
installments over a four-year period, contingent upon the
executive officer’s continued employment with the Company,
although exceptions may be made when deemed necessary or
appropriate. Accordingly, the option will provide a return to
the executive officer only if he or she remains in the
Company’s service, and then only if the market price of the
ordinary shares appreciates over the option term. In addition to
the stock option plans, executive employees are eligible to
participate in the Company’s 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 Wang’s salary and stock
option grant. Significant factors in establishing
Mr. Wang’s 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. Wang’s annual base
salary was set at $144,945. Mr. Wang received $177,494 as
base salary for the twelve-month period ended December 31,
2004. In addition to the base salary, Mr. Wang may earn up
to 100% of his annual base salary as cash-based incentive
compensation for 2004 based on achievement of certain financial
targets in 2004. Mr. Wang received $128,140 in cash-based
incentive compensation in 2004. Mr. Wang was also granted
options to purchase 200,000 ordinary shares in July
2004. These options have an exercise price of $24.23 per
share and vest over a four-year term with 12.5% of the options
vesting on the sixth
26
month anniversary of the date of the grant and the remaining
options vesting ratably on a monthly basis over the remaining
terms of the options. In addition, he also received $36,000 as a
housing allowance in 2004.
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 Company’s 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 Committee’s 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, 2004, the audit
committee of the Company’s board of directors (the
“Audit Committee”) consisted of three non-employee
directors, Lip-Bu Tan, Ter Fung Tsao and Yichen Zhang. 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 is attached to
this Proxy Statement as Appendix B.
The Audit Committee selects, subject to shareholder
ratification, the accounting firm to be engaged as the
Company’s independent auditors, currently
PricewaterhouseCoopers Zhong Tian CPAs Limited Company.
The independent auditors are responsible for performing an
independent audit of the Company’s consolidated financial
statements in accordance with generally accepted auditing
standards and the Company management’s 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.
The Audit Committee held 7 meetings during the fiscal year that
ended December 31, 2004. 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
27
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 2004
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, 2004.
|
|
| |
Submitted by the Audit Committee of the Company’s Board of
Directors: |
| |
| |
Lip-Bu Tan |
| |
Ter Fung Tsao |
| |
Yichen 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 C (the “Procedures”). The
Procedures allow submitting the complaint or concern to the
Company’s 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 is attached to this Proxy
Statement as Appendix D. 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 http://corp.sina.com.
The Company has a policy of encouraging all directors to attend
the annual shareholder meetings. Two of our directors attended
the 2004 Annual General Meeting of Shareholders.
CODE OF ETHICS
The Company has adopted a Code of Ethics which applies to the
Company’s directors, officers and employees, including the
Company’s principal executive officer, principal financial
officer and principal accounting officer. This Code of Ethics is
posted on our corporate website at http://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.
28
FEES BILLED FOR SERVICES RENDERED BY INDEPENDENT AUDITORS
For the fiscal year ending December 31, 2004, as well as
our fiscal year ended December 31, 2003,
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.
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|
Fiscal Year | |
|
Fiscal Year | |
| |
|
Ending | |
|
Ending | |
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|
December 31, | |
|
December 31, | |
| |
|
2004 | |
|
2003 | |
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|
Audit Fees
|
|
|
950,000 |
|
|
|
275,000 |
|
|
Audit-Related Fees(1)
|
|
|
270,000 |
|
|
|
20,000 |
|
|
Tax Fees(2)
|
|
|
34,495 |
|
|
|
31,775 |
|
|
All Other Fees
|
|
|
— |
|
|
|
— |
|
|
|
| (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 Company’s 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. |
The Audit Committee’s 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.
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.
29
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder
return data for the Company’s shares since April 13,
2000 the date on which the Company’s shares were first
registered under Section 12 of the Securities Exchange Act
of 1934, as amended, and ending on December 31, 2004, to
the cumulative return over such period of (i) The Nasdaq
National Market Composite Index and (ii) the Morgan Stanley
Internet Index (“MOX”). The graph assumes that $100
was invested on April 13, 2000 in the ordinary shares of
the Company and in each of the comparative indices. The graph
further assumes that such amount was initially invested in the
ordinary shares of the Company at a per share price of $17.00,
the price to which such shares were first offered to the public
by the Company on the date of its initial public offering. The
stock price performance on the following graph is not
necessarily indicative of future stock price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG SINA CORPORATION, THE NASDAQ NATIONAL MARKET COMPOSITE
INDEX
AND THE MORGAN STANLEY INTERNET INDEX
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4/13/2000 |
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6/30/2000 |
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12/29/2000 |
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6/29/2001 |
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12/31/2001 |
|
|
6/28/2002 |
|
12/31/2002 |
|
6/30/2003 |
|
12/31/2003 |
|
6/30/2004 |
|
12/31/2004 |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
SINA Corporation
|
|
|
$ |
100.00 |
|
|
|
$ |
150.71 |
|
|
|
$ |
18.35 |
|
|
|
$ |
9.35 |
|
|
|
$ |
9.29 |
|
|
|
$ |
10.29 |
|
|
$ |
38.24 |
|
|
$ |
119.12 |
|
|
$ |
198.53 |
|
|
$ |
194.06 |
|
|
$ |
188.59 |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nasdaq Composite Index
|
|
|
$ |
100.00 |
|
|
|
$ |
103.30 |
|
|
|
$ |
64.34 |
|
|
|
$ |
56.27 |
|
|
|
$ |
50.80 |
|
|
|
$ |
38.11 |
|
|
$ |
34.78 |
|
|
$ |
42.27 |
|
|
$ |
52.18 |
|
|
$ |
53.33 |
|
|
$ |
56.66 |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morgan Stanley Internet Index
|
|
|
$ |
100.00 |
|
|
|
$ |
90.01 |
|
|
|
$ |
34.80 |
|
|
|
$ |
23.72 |
|
|
|
$ |
16.76 |
|
|
|
$ |
9.18 |
|
|
$ |
9.57 |
|
|
$ |
13.24 |
|
|
$ |
15.72 |
|
|
$ |
16.54 |
|
|
$ |
17.94 |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Exchange Act requires the
Company’s directors, executive officers and persons who own
more than 10% of the Company’s ordinary shares
(collectively, “Reporting Persons”) to file with the
SEC initial reports of ownership and changes in ownership of the
Company’s ordinary shares. Reporting Persons are required
by SEC regulations to furnish the Company with copies of all
Section 16(a) reports they file. To the Company’s
knowledge, based solely on its review of the copies of such
reports received or written representations from certain
Reporting Persons that no other reports were required, the
Company believes that during the year that ended
December 31, 2004 all Reporting Persons complied with all
applicable filing requirements, except that (i) Xiaotao
Chen filed his Form 3 late; (ii) Daniel Chiang did not
file a Form 4 for
30
certain gift transactions which took place on December 8,
2004 and were reported in a Form 5 filed on
February 14, 2005, and (iii) Song-Yi Zhang filed his
Form 3 late.
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, 2004, including the Sinanet.com 1997 Stock
Plan, SRS International Ltd. 1997 Stock Option Plan, 1999 Stock
Plan, 1999 Executive Stock Plan, 1999 Directors’ Stock
Option Plan and 1999 Employee Stock Purchase Plan.
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Number of Securities | |
| |
|
|
|
|
|
Remaining Available for | |
| |
|
|
|
|
|
Future Issuance Under | |
| |
|
Number of Securities be | |
|
Weighted Average | |
|
Equity Compensation | |
| |
|
Issued Upon Exercise of | |
|
Exercise Price of | |
|
Plans (Excluding | |
| |
|
Outstanding Options, | |
|
Outstanding Options, | |
|
Securities Reflected in | |
| |
|
Warrants and Rights | |
|
Warrants and Rights | |
|
Column (a)) | |
| Plan Category |
|
(a) | |
|
(b) | |
|
(c) | |
| |
|
| |
|
| |
|
| |
|
Equity compensation plans approved by shareholders
|
|
|
5,417,588 |
(1) |
|
$ |
11.62 |
|
|
|
4,843,794 |
(2)(3) |
|
Equity compensation plans not approved by shareholders
|
|
|
— |
|
|
|
N/A |
|
|
|
— |
|
|
TOTAL
|
|
|
5,417,588 |
|
|
$ |
11.62 |
|
|
|
4,843,794 |
|
|
|
| (1) |
Excludes purchase rights accruing under the 1999 Employee Stock
Purchase Plan (the “Purchase Plan”). Under the
Purchase Plan, eligible employees may purchase ordinary shares
at semi-annual intervals at a purchase price per share equal to
85% of the lower of (i) the fair market value of the
ordinary shares on an employee’s entry date into an
offering period in which that semi-annual purchase date occurs
or (ii) the closing selling price per share on the
semi-annual purchase date. |
| |
| (2) |
Includes shares available for future issuance under the Purchase
Plan. The Purchase Plan, designed to comply with Internal
Revenue Code Section 423, includes an “evergreen”
feature, which provides for an automatic annual increase in the
number of shares available under the plan equal to the lesser of
600,000 shares, 0.5% of the ordinary shares outstanding on
the last day of the immediately preceding fiscal year, or such
lesser number of shares as is determined by the Board of
Directors. |
| |
| (3) |
Includes shares available for future issuance under the 1999
Stock Plan. The 1999 Stock 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 Company’s 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
31
at: +86-21-62895678 extension 6089. 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.
It is important that the proxies be returned promptly and that
your shares be represented. Shareholders are urged to mark,
date, execute and promptly return the accompanying proxy card in
the enclosed envelope.
|
|
| |
By Order of the Board of Directors, |
| |
| |
 |
| |
Charles Chao |
| |
Chief Financial Officer and Secretary |
Shanghai, China
August 31, 2005
32
APPENDIX A
CHARTER FOR NOMINATIONS TO THE BOARD OF DIRECTORS
Adopted by the Board of Directors of Sina Corporation
Purpose
The purpose of the Selection Body of the Board of Directors (the
“Board”) of Sina Corporation (the “Company”)
is to identify individuals qualified to serve as members of the
Board of the Company, and select nominees for election as
directors of the Company.
Composition
The Selection Body shall be composed of three or more directors,
as determined by the Board, each of whom shall satisfy the
requirements of Nasdaq.
Responsibilities
The Selection Body is charged by the Board with the
responsibility to:
|
|
| |
1. Identify and evaluate individuals, including individuals
proposed by shareholders, qualified to serve as members of the
Board, and select nominees for election as directors of the
Company at the next annual or special meeting of shareholders at
which directors are to be elected, and identify, evaluate and
recommend to the Board individuals to fill any vacancies or
newly created directorships that may occur between such meetings. |
| |
| |
2. Provide minutes of Selection Body meetings to the Board,
and report to the Board on any significant matters arising from
the Selection Body’s work. |
| |
| |
3. At least annually, review and reassess this Charter and,
if appropriate, recommend changes to the Board. |
| |
| |
4. Perform such other duties and responsibilities as may be
assigned to the Selection Body by the Board. |
Authority
By adopting this Charter, the Board delegates to the Selection
Body full authority in its discretion to:
|
|
| |
1. Perform each of the responsibilities of the Selection
Body described above. |
| |
| |
2. Delegate such of its authority and responsibilities as
the Selection Body deems proper to members of the Selection Body
or a subcommittee. |
| |
| |
3. Appoint a chair of the Selection Body, unless a chair is
designated by the Board. |
| |
| |
4. Engage and terminate search firms, independent counsel
and other advisers as the Selection Body determines necessary to
carry out its responsibilities, and approve the fees and other
terms of retention of any such search firms, independent counsel
and other advisers. |
| |
| |
5. Cause the officers of the Company to provide such
funding as the Selection Body shall determine to be appropriate
for payment of compensation to any search firm or other advisers
engaged by the Selection Body. |
A-1
APPENDIX B
SINA CORPORATION
Charter for the Audit Committee of the Board of Directors
Purpose and Powers
The purpose of the Audit Committee established by this charter
shall be to oversee the accounting and financial reporting
processes, and the internal and external audits of Sina
Corporation (the “Company”), to provide to the Board
of Directors (the “Board”) the results of its
examinations and recommendations derived therefrom, to outline
to the Board improvements made, or to be made, in internal
controls, to appoint, compensate and oversee the Company’s
independent accountant, to supervise the finance function of the
Company (which shall include, among other matters, the
Company’s investment activities), to engage and compensate
independent counsel and other advisors as it deems necessary to
carry out its duties, to grant pre-approvals of audit services
and non-audit services, and to provide the Board such additional
information and materials as it may deem necessary to make the
Board aware of significant financial matters which require Board
attention.
The Audit Committee shall undertake those specific duties and
responsibilities listed below, and such other duties as the
Board from time to time may prescribe.
Charter Review
The Audit Committee shall review and reassess the adequacy of
this charter at least once per year. This review is initially
intended to be conducted at the first Audit Committee meeting
following the Company’s Annual Meeting of Stockholders, but
may be conducted at any time the Audit Committee desires to do
so. Additionally, to the extent and in the manner that the
Company is legally required to do by the rules of the Securities
and Exchange Commission (the “SEC”), this charter (as
then constituted) shall be publicly filed.
Membership
The Audit Committee shall consist of at least three members of
the Board. Such members shall be elected and serve at the
pleasure of the Board. The members of the Audit Committee shall
not be employees of the Company. Each member of the Audit
Committee shall meet the independence standards and have the
financial expertise as required by the Rules of the National
Association of Securities Dealers, Inc., the Securities Exchange
Act of 1934 and the rules promulgated thereunder (collectively,
the “Exchange Act”), the Sarbanes-Oxley Act of 2002
and all other applicable rules and regulations.
Meetings
The Audit Committee shall meet separately with management at
least quarterly to review the financial affairs of the Company.
The Audit Committee shall meet with the independent accountant
of the Company at least once quarterly, including upon the
completion of the annual audit, outside the presence of
management, and at such other times as it deems appropriate to
review the independent accountant’ examination and
management report. The Audit Committee shall summarize key
decisions and developments and report to the Board regularly.
Responsibilities
To fulfill its responsibilities and duties, the Audit Committee
shall:
1. Appoint the independent accountant for ratification by
the stockholders and approve the compensation of and oversee the
independent accountant.
B-1
2. Confirm that the proposed audit engagement team for the
independent accountant complies with the applicable auditor
rotation rules.
3. Ensure the receipt of, and review, a written statement
from the Company’s independent accountant delineating all
relationships between the accountants and the Company,
consistent with Independence Standards Board Standard 1.
4. Review with the Company’s independent accountant
any disclosed relationship or service that may impact the
objectivity and independence of the accountant.
5. Pre-approve all audit services and permitted non-audit
services to be provided by the independent accountant as
required by the Exchange Act.
6. Review the plan for and the scope of the audit and
related services at least annually.
7. Review and discuss with finance management the
Company’s earnings press releases as well as earnings
guidance provided to analysts prior to the release of earnings.
8. Review the annual reports of the Company with finance
management and the independent accountant prior to filing of the
reports with the SEC.
9. Review with finance management and the independent
accountant at the completion of the annual audit:
|
|
| |
a. The Company’s annual financial statements and
related footnotes; |
| |
| |
b. The independent accountant’s audit of the financial
statements; |
| |
| |
c. Any significant changes required in the independent
accountant’s audit plan; |
| |
| |
d. Any serious difficulties or disputes with management
encountered during the course of the audit; |
| |
| |
e. Other matters related to the conduct of the audit which
are to be communicated to the Committee under generally accepted
auditing standards. |
|
|
|
Related Party and Relationship Disclosure |
10. Ensure the receipt of, and review, a report from the
independent accountant required by Section 10A of the
Exchange Act.
11. Oversee the Company’s compliance with SEC
requirements for disclosure of accountant’s services and
Audit Committee members and activities.
12. Review and approve all related party transactions other
than compensation transactions.
|
|
|
Critical Accounting Policies & Principles and Key
Transactions |
13. Review with finance management and the independent
accountant at least annually the Company’s application of
critical accounting policies and its consistency from period to
period, and the compatibility of these accounting policies with
generally accepted accounting principles, and (where
appropriate) the Company’s provisions for future
occurrences which may have a material impact on the financial
statements of the Company.
14. Oversee the Company’s finance function, which may
include the adoption from time to time of a policy with regard
to the investment of the Company’s assets.
15. Periodically discuss with the independent accountant,
without Management being present, (i) their judgments about
the quality, appropriateness, and acceptability of the
Company’s accounting principles and financial disclosure
practices, as applied in its financial reporting, and
(ii) the completeness and accuracy of the Company’s
financial statements.
B-2
16. Review and discuss with finance management all material
off-balance sheet transactions, arrangements, obligations
(including contingent obligations) and other relationships of
the Company with unconsolidated entities or other persons, that
may have a material current or future effect on financial
condition, changes in financial condition, results of
operations, liquidity, capital resources, capital reserves or
significant components of revenues or expenses.
|
|
|
Internal Control and Related Matters |
17. Oversee the adequacy of the Company’s system of
internal controls. Obtain from the independent accountant
management letters or summaries on such internal controls.
Review any related significant findings and recommendations of
the independent accountant together with management’s
responses thereto.
18. Oversee the Company’s Anti-Fraud and Whistleblower
Program.
19. Perform annual self assessment on Audit Committee
effectiveness.
In addition to the above responsibilities, the Audit Committee
shall undertake such other duties as the Board delegates to it
or that are required by applicable laws, rules and regulations.
Finally, the Audit Committee shall ensure that the
Company’s independent accountant understand both
(i) their ultimate accountability to the Board and the
Audit Committee, as representatives of the Company’s
stockholders and (ii) the Board’s and the Audit
Committee’s ultimate authority and responsibility to
select, evaluate and, where appropriate, replace the
Company’s independent accountant (or to nominate the
outside accountant to be proposed for stockholder approval in
any proxy statement).
Report
To the extent required, the Audit Committee shall also prepare
and sign a Report of the Audit Committee for inclusion in the
Company’s proxy statement for its Annual Meeting of
Stockholders.
B-3
APPENDIX C
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 Company’s
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.
|
|
|
| |
• |
Falsification of accounting or audit data; |
| |
| |
• |
failure to comply with or observe a legal or SEC obligation; |
| |
| |
• |
financial malpractice; |
| |
| |
• |
improper conduct or unethical behavior; |
| |
| |
• |
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 Company’s 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 Company’s Board of
Directors.
Reports that are submitted directly to the Audit Committee
should be mailed to the Audit Committee Chairperson in care of
the Company’s 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 complaint or report (whether or not deemed
valid by the General Counsel) should be made known in a timely
C-1
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. |
| |
| |
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. |
C-2
Contact addresses and numbers for the individuals mentioned in
these procedures are:
|
|
| |
Yi-Chen Zhang |
| |
| |
Chairperson, Audit Committee |
| |
c/o Edward Wu |
| |
General Counsel |
| |
Sina Corporation |
| |
2988 Campus Drive |
| |
Suite 100 |
| |
San Mateo, CA 94403 |
| |
| |
Edward Wu |
| |
| |
General Counsel |
| |
Sina Corporation |
| |
2988 Campus Drive |
| |
Suite 100 |
| |
San Mateo, CA 94403 |
| |
edward@staff.sina.com |
C-3
APPENDIX D
SINA CORPORATION
ANTI-FRAUD & WHISTLEBLOWER (AFW)
COMMITTEE CHARTER
Purpose
The purpose of the Anti-Fraud & Whistleblower Committee
established by this Charter is to oversee SINA’s
Anti-Fraud & Whistle Blowing Process to ensure that:
|
|
| |
1) “tone at the top” is consistent with
company’s values, beliefs and principles; |
| |
| |
2) policies, procedures and other materials are documented
and communicated to help employees understand the company’s
values, beliefs and principles; |
| |
| |
3) communication channels are established for employees to
file complaints of inappropriate behaviors and actions; |
| |
| |
4) employee complaints are received, timely addressed and
properly handled. |
Responsibilities
|
|
|
| |
• |
Perform annual risk assessment of fraud schemes and
circumvention of existing controls; |
| |
| |
• |
Review and instruct changes to company policies, procedures and
other materials to ensure adequate documentation; |
| |
| |
• |
Review communication process to ensure that employees are
adequately advised of company principles, policies and
procedures; |
| |
| |
• |
Review employee complaints and ensure that the issues are timely
and properly addressed |
| |
| |
• |
Communicate critical issues to the Audit Committee, as
necessary, and; |
| |
| |
• |
Timely collect and review quarterly management declarations. |
Whistleblower Program
Hotlines and emails shall be set up to receive employee
complaints (see Corporate HR and anti-fraud policies). The HR
Director shall assign one person to receive all employee
complaints worldwide. These complaints shall be categorized into
three areas:
|
|
| |
Type 1: Non-compliance involving Company Executives* |
| |
| |
Type 2: Non-compliance of the Corporate Code of Ethics
related to non-Executives |
| |
| |
Type 3: All other employee complaints |
The AFW Committee shall review this list of complaints at least
once a quarter, or more often, depending on the severity of the
complaints (e.g., Type 1) and prescribe the appropriate
actions.
When matters involve Company Executives, the whistleblower
and/or the Committee Chair shall have the authority, if
necessary, to directly contact the Chairperson of the Audit
Committee.
* Company Executives are defined as anyone with a title of
SVP, EVP, CFO, COO or CEO.
D-1
Organization
The members of the Committee shall be appointed annual by the
Audit Committee. The membership of the Committee shall consist
of individuals who have an interest in, and the expertise to
serve on, the Committee (see Attachment A for member list).
Any member of the Committee may be replaced, or a new member
added, at any time and from time to time, by the Audit Committee.
Chair
The General Counsel of the Company shall act as the Chair of the
Committee (unless and until another member of the Committee
shall be so appointed by the Audit Committee). The Committee
Chair may delegate his/her authorities to a senior Legal
representative.
Meetings and Procedures
The Committee shall meet or act as frequently and as formally or
informally as circumstances dictate to the aforementioned
responsibilities of the Committee are fulfilled.
Committee meetings shall be held with at least with a Legal and
HR representative present. Meeting minutes shall be maintained.
The Chair shall provide the Audit Committee regular updates.
The Committee shall adopt, whether formally or informally, such
procedures as it deems necessary to facilitate the fulfillment
of its responsibilities.
Access and Resources
The Committee shall have the powers to make inquiries and access
the necessary company documents and information to investigate
employee complaints. In addition, it may utilize Internal Audit
and independent counsel to carry out the necessary
investigations.
Charter Review
The Committee shall review and assess this Charter annually, and
recommend any proposed changes to the Audit Committee for
approval.
Interpretation
Any questions of interpretation regarding this Charter, or the
Committee’s responsibilities or procedures, shall be
initially determined by the Chair and, to the extent necessary,
ultimately by the Audit Committee.
D-2
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF SINA CORPORATION FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD September 27, 2005
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 August 31, 2005, 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 Tuesday, September 27,
2005 at 10:30 a.m., local time, at the Island Shangri-La Hong Kong located at Two Pacific Place,
Supreme Court Road, Central, 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:
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ELECTION OF DIRECTORS: |
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___ FOR all nominees listed below (except as indicated). |
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___ WITHHOLD authority to vote for all nominees listed below. |
If you wish to withhold authority to vote for any individual nominee, strike a line through that
nominee’s name in the list below:
Pehong Chen
Lip-Bu Tan
Yichen Zhang
| 2. |
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PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY
AS THE INDEPENDENT AUDITORS OF THE COMPANY: |
_________FOR _________AGAINST _________ABSTAIN
| 3. |
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PROPOSAL TO AMEND THE 1999 STOCK PLAN (THE “1999 PLAN”), WHICH WILL HAVE THE EFFECT OF
INCREASING THE AGGREGATE NUMBER OF ORDINARY SHARES RESERVED FOR ISSUANCE UNDER THE 1999 PLAN
IN EACH OF FISCAL YEARS 2006, 2007 AND 2008 BY A NUMBER EQUAL TO THE LESSER OF (I) 1,000,000
ORDINARY SHARES, (II) 3% OF OUR OUTSTANDING ORDINARY SHARES ON THE LAST DAY OF THE IMMEDIATELY
PRECEDING FISCAL YEAR, OR (III) A LESSER NUMBER OF ORDINARY SHARES AS DETERMINED BY THE BOARD
OF DIRECTORS: |
_________FOR _________AGAINST _________ABSTAIN
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PROPOSAL TO AMEND THE 1999 DIRECTORS’ STOCK OPTION PLAN (THE “1999 DIRECTORS’ PLAN”), WHICH
WILL HAVE THE EFFECT OF INCREASING THE AGGREGATE NUMBER OF ORDINARY SHARES ISSUABLE UNDER THE
1999 DIRECTORS’ PLAN FROM 750,000 ORDINARY SHARES TO 1,125,000 ORDINARY SHARES: |
_________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; (3) FOR THE PROPOSAL TO AMEND THE 1999 STOCK
PLAN, WHICH WILL HAVE THE EFFECT OF INCREASING THE AGGREGATE NUMBER OF ORDINARY SHARES RESERVED FOR
ISSUANCE UNDER THE 1999 PLAN IN EACH OF FISCAL YEARS 2006, 2007 AND 2008 BY A NUMBER EQUAL TO THE
LESSER OF (I) 1,000,000 ORDINARY SHARES, (II) 3% OF OUR OUTSTANDING ORDINARY SHARES ON THE LAST DAY
OF THE IMMEDIATELY PRECEDING FISCAL YEAR, OR (III) A LESSER NUMBER OF ORDINARY SHARES AS DETERMINED
BY THE BOARD OF DIRECTORS; AND (4) FOR THE PROPOSAL TO AMEND THE 1999 DIRECTORS’ STOCK OPTION PLAN,
WHICH WILL HAVE THE EFFECT OF INCREASING THE AGGREGATE NUMBER OF ORDINARY SHARES ISSUABLE UNDER THE
1999 DIRECTORS’ PLAN FROM 750,000 ORDINARY SHARES TO 1,125,000 ORDINARY SHARES; AND AS SAID PROXIES
DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
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Date: |
Signature |
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Date: |
Signature |
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(This Proxy should be marked, dated, signed by the shareholder(s) exactly as his or her name
appears hereon, and returned promptly in the enclosed envelope. Persons signing in a fiduciary
capacity should so indicate. If shares are held by joint tenants or as community property, both
should sign. This Proxy is to be delivered to SINA Corporation in the enclosed envelope not later
than 48 hours prior to the meeting. If you change your mind after you return your proxy, you may
revoke your proxy up to 2 hours before the meeting.)