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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
   Form 10-K/A   þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2003
OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 Commission File Number 000-30698 SINA CORPORATION (Exact Name of Registrant as specified in its charter)
 Cayman Islands
    
    52-2236363(State or other jurisdiction of
Incorporation or organization)
    
    (I.R.S. Employer Identification Number)
 Room 1802, United Plaza
1468 Nan Jing Road West
Shanghai 200040, China
(86-21) 6289 5678(Address, including zip code, and telephone number, including area code, of
Registrants principal executive offices) Securities registered pursuant to Section 12(b) of the Act:
None Securities registered pursuant to Section 12(g) of the Act:
Ordinary Share, $0.133 par value Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ] Indicate by check mark whether the registrant is an accelerated filer. Yes
[ X ] No [ ] The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $632,222,733 as of June 30, 2003, based upon
the closing sale price for our ordinary shares as quoted by the Nasdaq National
Stock Market reported for such date. Shares of ordinary shares held by each
officer and director and by each person known to the registrant (based on
information provided by such persons and/or the most recent schedule 13Gs as
filed by such persons) to beneficially own 5% or more of the outstanding
ordinary shares have been excluded because such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes. As of March 31, 2004, there were 50,215,622 shares of the registrants
ordinary shares outstanding, $0.133 par value.




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SINA CORPORATION INDEX Page
No.EXPLANATORY NOTE
    3PART III.Item 10. Directors and Executive Officers of the Registrant
    3Item 11. Executive Compensation
    5Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters
    11Item 13. Certain Relationships and Related Transactions
    13Item 14. Principal Accountant Fees and Services
    14SIGNATURES
    15EXHIBIT INDEX
    16EXHIBIT 14.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




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EXPLANATORY NOTE This Amendment No. 1 to the registrants annual report on Form 10-K for
the fiscal year ended December 31, 2003 is being filed in order to submit the
information required to be included in Part III thereof within the time period
required by General Instruction G(3) to Form 10-K and to file certain exhibits. As used in this Amendment No. 1 to annual report on Form 10-K, unless the
context otherwise requires, the following terms shall have the meanings set
forth below:  
    
    We, us, our, SINA and the Company refer to SINA Corporation
    
    Board of Directors or Board means our Board of Directors
    
    SEC means the Securities and Exchange Commission 
 PART III 
 Item 10.Directors and Executive Officers of the Registrant 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 seven directors. In accordance with our Articles of
Association, the Board of Directors has fixed the number of directors
constituting the Board at seven. The Class II Directors whose terms expire at our next annual meeting are
Daniel Chiang and Ter Fung Tsao. The Class III directors whose terms expire at
our 2005 Annual Meeting are Pehong Chen, Lip-Bu Tan and Yichen Zhang. The
Class I directors whose terms expire at our 2006 Annual Meeting are Yongji Duan
and Yan Wang. The following table provides information with respect to our executive
officers and directors as of March 31, 2004: Name
    
    Age
    
    PositionYan Wang
    
    
    31
    
    
    Chief Executive Officer and DirectorDaniel Chiang
    
    
    46
    
    
    Co-Chairman of the BoardYongji Duan
    
    
    57
    
    
    Co-Chairman of the BoardCharles Chao
    
    
    38
    
    
    Chief Financial OfficerHurst Lin
    
    
    39
    
    
    Chief Operating OfficerLi-Cheng Chang
    
    
    47
    
    
    Executive Vice President & Chief Marketing OfficerBenjamin Tsiang
    
    
    34
    
    
    Executive Vice President of Product Development &
General Manager of SINA OnlinePehong Chen
    
    
    46
    
    
    DirectorLip-Bu Tan
    
    
    44
    
    
    DirectorTer Fung Tsao
    
    
    58
    
    
    DirectorYichen Zhang
    
    
    40
    
    
    Director
 Yan Wanghas served as our Chief Executive Officer and director since May
2003. Previously, he served as our President from June 2001 to May 2003, our
General Manager of China Operations from September 1999 to May 2001 and as our
Executive Deputy General Manager for Production and Business Development in
China from April 1999 to August 1999. In April 1996, Mr. Wang founded the
SRSnet.com division of Beijing Stone Rich Sight Limited (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 Chianghas 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 3




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1996 until we acquired it in March 1999. Prior to joining Sinanet.com in
June 1996, Mr. Chiang was the President of Trend Micro, Inc., an Internet virus
protection and content security company, from December 1993 to May 1996. Mr.
Chiang received an M.A. in Political Economy from University of Texas, Dallas
and a B.A. in Diplomacy from National Cheng-Chi University in Taiwan. Charles Chaohas served as our Chief Financial Officer since February
2001. 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 Linco-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 since June 2003. Mr. Lin holds an M.B.A. from Stanford
University and a B.A. in Engineering from Dartmouth College. Li-Cheng Changhas served as our Executive Vice President and Chief
Marketing Officer since June 2003. Prior to June 2003, Mr. Chang held a number
of positions with the Company including Senior Vice President of Global Sales
and Marketing from March 2002 to June 2003, Vice President of Sales and
Marketing from December 2001 to February 2002, and Vice President of Business
Alliance in Greater China Region from February 2001 to November 2001. Prior to
joining the Company, Mr. Chang served as General Manager at Grey Taiwan for
Grey International. Mr. Chang received his Executive M.B.A. from International
Business Institute of the Management College of National Taiwan University and
a B.A. in Mass Communication from Fu Jen Catholic University in Taiwan. Benjamin Tsiangco-founded and served as the Vice President of Production
and Design Chief of Sinanet.com until we acquired it in March 1999. From March
1999 to November 2003, Mr. Tsiang served as our Vice President of Production.
Mr. Tsiang also served as our General Manager of Taiwan Operations from March
2000 to April 2002 and our General Manager of East China from May 2002 to
November 2003. He has served as our Executive Vice President of Product
Development and General Manager of SINA Online since December 2003. Mr. Tsiang
holds an M.S. in Mechanical Engineering from Stanford University and a B.S. in
Mechanical Engineering from National Taiwan University. Pehong Chenhas 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 Duanhas 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 Tanhas 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, 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. 4




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Ter Fung Tsaohas served as a director since March 1999. Mr. Tsao has
served as Chairman of Standard Foods Corporation (formerly known as Standard
Foods Taiwan Ltd.), a packaged food company, since 1986. Before joining
Standard Foods Taiwan Ltd., Mr. Tsao worked in several positions within The
Quaker Oats Company, a packaged food company, in the United States and Taiwan.
Mr. Tsao received a B.S. in Civil Engineering from Cheng Kung University in
Taiwan, an M.S. in Sanitary Engineering from Colorado State University, and a
Ph.D. in Food and Chemical Engineering from Colorado State University. Yichen Zhanghas served as a director since May 2002. Since 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. There are no family relationships among any of the directors or executive
officers of SINA Corporation. Audit Committee Financial Experts The Board has determined that none of the current members of the Audit
Committee qualifies as an audit committee financial expert as defined by the
rules of the Securities and Exchange Commission. The Company has been
conducting a search for a candidate that meets these qualifications, but has
not yet found a suitable person. The Company hopes to fill this position as
soon as reasonably practicable. Audit Committee The Company has a separately designated standing Audit Committee
established in accordance with Section 3(a)(58)(A) of the Exchange Act. The
current members of the Audit Committee are Lip-Bu Tan, Ter Fung Tsao and Yichen
Zhang. 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, 2003 all Reporting
Persons complied with all applicable filing requirements. Code of Ethics The Company has adopted the 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 included as an exhibit to this Form 10-K/A and is posted on
our corporate website at 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. 
 Item 11.Executive Compensation 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, 2003 and (b) the four other individuals who served as an
executive officer of the Company during the fiscal year ended December 31, 2003
(collectively the Named Executive Officers). Information is also provided
for the calendar year ended December 31, 2002 and the fiscal year ended June
30, 2001. 5




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Summary Compensation Table Long-TermCompensationAnnual Compensation
    
    AwardsOther
    
    SecuritiesAnnual
    
    Underlying
    
    All OtherName and Principal Position
    
    Fiscal Year
    
    Salary($)
    
    Bonus($)
    
    Compensation($)
    
    Options
    
    CompensationYan Wang
    
    
    2003
    
    
    
    144,980
    
    
    
    28,966
    
    
    
    
    
    
    
    
    
    
    
    6,133
    (2)Chief Executive Officer
    
    
    2002
    (1)
    
    
    144,980
    
    
    
    23,196
    
    
    
    
    
    
    
    240,000
    
    
    
    8,481
    (2)and Director
    
    
    2001
    
    
    
    101,449
    
    
    
    17,174
    
    
    
    
    
    
    
    70,000
    
    
    
    4,348
    (2)Charles Chao
    
    
    2003
    
    
    
    190,000
    
    
    
    76,000
    
    
    
    
    
    
    
    100,000
    
    
    
    30,000
    (4)Chief Financial Officer
    
    
    2002
    (1)
    
    
    190,000
    
    
    
    60,800
    
    
    
    23,486
    (3)
    
    
    180,000
    
    
    
    27,500
    (4)2001
    
    
    
    155,833
    
    
    
    10,196
    
    
    
    60,491
    (3)
    
    
    186,250
    
    
    
    110,147
    (5)Hurst Lin
    
    
    2003
    
    
    
    175,000
    
    
    
    61,252
    
    
    
    
    
    
    
    100,000
    
    
    
    Chief Operating Officer
    
    
    2002
    (1)
    
    
    175,000
    
    
    
    47,394
    
    
    
    
    
    
    
    180,000
    
    
    
    2001
    
    
    
    172,192
    
    
    
    8,999
    
    
    
    
    
    
    
    70,000
    
    
    
    Li-Cheng Chang (6)
    
    
    2003
    
    
    
    120,000
    
    
    
    41,125
    
    
    
    
    
    
    
    80,000
    
    
    
    Executive Vice President &
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chief Marketing Officer
    
    
    2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Benjamin Tsiang (7)
    
    
    2003
    
    
    
    110,000
    
    
    
    33,000
    
    
    
    
    
    
    
    40,000
    
    
    
    EVP, Product Development
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    & GM of SINA Online
    
    
    2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   (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 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)
    
    The Company forgave a loan equal to this amount as a bonus to Mr. Chao
for his appointment as Chief Financial Officer.(6)
    
    Mr. Chang became an executive officer in June 2003.(7)
    
    Mr. Tsiang became an executive officer in December 2003. OPTION GRANTS IN LAST FISCAL YEAR The following table sets forth certain information for the twelve-month
period ended December 31, 2003 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 2003. Except for the options granted under
our 1999 Directors Stock Option Plan to our Directors, all options granted by
us during 2003 were granted under our 1999 Stock Plan and 1999 Executive Stock
Option Plan. We granted to employees options to purchase ordinary shares equal
to a total of 2,002,550 shares during 2003. 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. 6




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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. Individual Grants
    
    Potential Realizable Valueat Assumed Annual RatesNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    of Stock PriceSecurities
    
    Percent of Total
    
    Exercise
    
    
    
    
    
    AppreciationUnderlying
    
    Options Granted
    
    or Base
    
    
    
    
    
    for Option TermOptions
    
    to Employees in
    
    Price
    
    ExpirationName
    
    Granted(#)
    
    Fiscal Year (%)
    
    ($/sh)
    
    Date
    
    5%($)
    
    10%($)Yan Wang
Chief
Executive Officer and Director
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Charles Chao
Chief Financial Officer
    
    
    100,000
    
    
    
    4.99
    %
    
    
    17.5
    
    
    
    6/16/13
    
    
    
    1,100,566
    
    
    
    2.789,049Hurst Lin
Chief Operating Officer
    
    
    100,000
    
    
    
    4.99
    %
    
    
    17.5
    
    
    
    6/16/13
    
    
    
    1,100,566
    
    
    
    2.789,049Li-Cheng
Chang
Executive Vice President &
Chief Marketing Officer
    
    
    80,000
    
    
    
    3.99
    %
    
    
    15.47
    
    
    
    5/29/13
    
    
    
    778,320
    
    
    
    1,972,416Benjamin
Tsiang
EVP, Product Development
& GM of SINA Online
    
    
    40,000
    
    
    
    2
    %
    
    
    15.47
    
    
    
    5/29/13
    
    
    
    389,160
    
    
    
    986,208
 7




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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, 2003. The table also provides the number of
shares covered by stock options as of December 31, 2003, 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, 2003. No stock appreciation rights were
outstanding during the last year. Value ofNumber of
    
    UnexercisedSecurities Underlying
    
    In-the-MoneyShares
    
    
    
    
    
    Unexercised Options
    
    Options atAcquired on
    
    Value
    
    at Year End(1)(#)
    
    Year End($)Name
    
    Exercise(#)
    
    Realized($)
    
    Exercisable/Unexercisable
    
    Exercisable/Unexercisable(1)Yan Wang
Chief Executive Officer
and Director
    
    
    167,500
    
    
    
    3,713,316
    
    
    
    141,541/228,959
    
    
    
    3,901,878/7,299,819Charles
Chao
Executive Vice President and
Chief Financial Officer
    
    
    180,000
    
    
    
    4,026,756
    
    
    
    117,442/285,058
    
    
    
    3,528,749/7,722,056Hurst Lin
Chief Operating Officer
    
    
    -0-
    
    
    
    -0-
    
    
    
    158,541/251,459
    
    
    
    4,812,456/6,636,894Li-Cheng
Chang
Executive Vice President
and Chief Marketing Officer
    
    
    44,500
    
    
    
    539,466
    
    
    
    21,749/143,751
    
    
    
    665,180/3,642,885Benjamin
Tsiang
EVP of Product Development
and GM of SINA Online
    
    
    38,750
    
    
    
    869,603
    
    
    
    16,249/85,001
    
    
    
    433,398/2,231,164
   (1)
    
    Based on the $33.75 per share closing price of our ordinary shares on The
Nasdaq National Market on December 31, 2003, less the exercise price of
the options. Director Compensation Except for reimbursement for reasonable travel expenses relating to
attendance at board meetings and the grant of stock options, our directors,
other than Daniel Chiang, are not currently compensated for their services as
directors but our Articles of Association provide that they may be compensated
at the discretion of the directors. Employee directors are eligible to
participate in our 1999 Stock Plan, 1999 Executive Stock Option Plan and 1999
Employee Stock Purchase Plan. Our non-employee directors are eligible to
participate in our 1999 Directors Stock Option Plan (the
Directors Plan).
The Directors Plan provides for the grant to nonemployee directors of: (1) a
nonstatutory share option to purchase 37,500 ordinary shares on the date on
which a nonemployee becomes a member of our Board of Directors, and (2) an
additional nonstatutory share option to purchase 15,000 shares on the date of
the shareholders meeting for each Board member who has served on the board for
at least six months. As compensation for services rendered as the Chairman of the Board, Mr.
Chiang received $87,083 from January to August 2003. Mr. Chiang ceased to
receive cash compensation from September 2003 after he became the Co-Chairman
of the Board. 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 8




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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. 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. 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 10-K/A, in whole or in
part, the following Compensation Committee report 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, 2003, the Compensation
Committee of our Board of Directors (the Committee) consisted of Mr. Pehong
Chen, Mr. Lip-Bu Tan and Mr. Yongji Duan. Except for Mr. 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, 2003. 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 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. 9




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##### Table of Contents



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 Yan Wang was appointed as the Companys Chief Executive Officer in May
2003. The factors discussed above in Base Salaries, Cash-Based Incentive
Compensation, and Long-Term Incentive Compensation were also applied in
establishing the amount of Mr. Wangs salary and stock option grant.
Significant factors in establishing Mr. Wangs compensation include his
performance and responsibilities, and comparability considerations. Mr. Wangs
base salary for the twelve-month period ended December 31, 2003 was $144,980.
Mr. Wang received $28,996 in cash-based incentive compensation based on
achievement by the Company of quarterly performance metrics set by the Board.
In addition, he received $6,133 as a housing allowance. 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 The
compensation committee of the board of directors consists of Pehong
Chen, Lip-Bu Tan and Yongji Duan. 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. See Certain Relationships and Related Transactions
for a description of transactions between the Company and entities affiliated
with the members of the compensation committee. 10




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##### Table of Contents






Item 12.Security Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters

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 March 31, 2004 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 our directors and executive officers as a group. Percentage of beneficial ownership is based on 50,215,622 ordinary shares
outstanding as of March 31, 2004, together with options that are exercisable
within 60 days of March 31, 2004 for each shareholder. Beneficial ownership is
determined in accordance with the rules of the SEC. Amount andNature of
    
    Percent ofBeneficial
    
    Ordinary SharesName and Address of Beneficial Owners
    
    Ownership(#)
    
    Outstanding(%)(1)Entities affiliated with Yongji Duan(2)
    
    
    4,807,605
    
    
    
    9.6Stone Electronic Technology Limited27/ F, K. Wah Centre191 Java Road, North PointHong KongEntities affiliated with Capital Research and Management Company (3)
    
    
    3,522,000
    
    
    
    7.0333 South Hope StreetLos Angeles, CA 90071Lip-Bu Tan(4)
    
    
    94,047
    
    
    
    *Walden International Investment GroupOne California Street, 28th FloorSan Francisco, CA 94111Daniel Chiang(5)
    
    
    1,519,914
    
    
    
    3.0Ter Fung Tsao(6)
    
    
    202,500
    
    
    
    *c/o Helen Hsiao, 8F, Suite 801136, Jean-Ai Road, SEC. 3Taipei, TaiwanHurst Lin(7)
    
    
    437,655
    
    
    
    *Pehong Chen(8)
    
    
    56,232
    
    
    
    *BroadVision, Inc.585 BroadwayRedwood City, CA 94063Charles Chao(9)
    
    
    122,663
    
    
    
    *Yan Wang(10)
    
    
    136,333
    
    
    
    *Yichen Zhang(11)
    
    
    22,500
    
    
    
    *CITIC26/ F CITIC Tower1 Tim Mei Avenue, CentralHong
KongLi-Cheng Chang (12)
    
    
    23,625
    
    
    
    *Benjamin Tsiang (13)
    
    
    270,635
    
    
    
    *All directors and executive officers as a group (11 persons)(14)
    
    
    7,693,709
    
    
    
    15.0
   *
    
    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 March 31,
2004. 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, 2003.(2)
    
    Includes 4,807,605 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. The address
for SSMG is 11F/ A 1110, Hanwei Plaza, No. 7, Guanghua Road, Beijing,
Peoples Republic of China.


11



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##### Table of Contents



(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, 2003.(4)
    
    Includes 11,547 shares held by a trust controlled by Mr. Tan and 82,500
shares issuable upon exercise of options exercisable within 60 days of
March 31, 2004.(5)
    
    Includes 10,972 shares held by his wife, 375,000 shares held DEPM
Investors, L.P. where Mr. Chiang and his wife serve as general partners,
169,471 shares held by Fongnien Daniel Chiang 1999 Grantor Retained
Annuity Trust and 376,291 shares issuable upon exercise of options
exercisable within 60 days of March 31, 2004.(6)
    
    Includes 82,500 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2004.(7)
    
    Includes 201,249 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2004.(8)
    
    Includes 13,732 shares held by a trust controlled by Mr. Chen and 42,500
shares issuable upon exercise of options exercisable within 60 days of
March 31, 2004.(9)
    
    Includes 122,260 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2004.(10)
    
    Consists of 136,333 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2004.(11)
    
    Includes 15,000 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2004.(12)
    
    Consists of 23,625 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2004.(13)
    
    Includes 10,833 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2004.(14)
    
    Includes 1,093,091 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2004. 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. 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, 2003, including the
Sinanet.com 1997 Stock Plan, SRS International Ltd. 1997 Stock Option Plan,
1999 Stock Plan, 1999 Executive Stock Plan, 1999 Directors Stock Plan and 1999
Employee Stock Purchase Plan. Number of SecuritiesRemaining Availablefor Future IssuanceNumber of Securities to
    
    Weighted Average
    
    Under Equitybe Issued Upon
    
    Exercise Price of
    
    Compensation PlansExercise of Outstanding
    
    Outstanding
    
    (excluding securitiesOptions, Warrants and
    
    Options, Warrants
    
    reflected inRights
    
    and Rights
    
    Column (a))Plan Category
    
    (a)
    
    (b)
    
    (c)Equity compensation
plans approved by
shareholders
    
    
    6,270,000
    (1)
    
    $
    7.00
    
    
    
    5,537,000
    (2)(3)Equity compensation
plans not approved
by shareholders
    
    
    
    
    
    
    N/A
    
    
    
    TOTAL
    
    
    6,270,000
    
    
    $
    7.00
    
    
    
    5,537,000
   (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 12




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##### Table of Contents



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. 
 Item 13.Certain Relationships and Related Transactions Certain employment and compensation arrangements between the Company and
its directors and executive officers are described in Item 11 under
Compensation of Executive Officers, Director Compensation, Employment
Agreements, and Change of Control Agreements. Agreements Involving BSIT Our subsidiary Beijing SINA Information Technology Co., Ltd. (formerly
known as Beijing Stone Rich Sight Information Technology Co., Ltd.) (BSIT),
has entered into a loan agreement with Wang Zhidong, our former President,
Chief Executive Officer and Director, and a loan agreement with Yan Wang, our
current Chief Executive Officer, pursuant to which we agreed to provide Wang
Zhidong an interest-free loan of RMB700,000 and Yan Wang an interest-free loan
of RMB300,000, for the purposes of providing capital to Beijing SINA Internet
Information Services Co., Ltd. (the ICP Company), an Internet content
provider that operates the Companys website in China. Prior to his departure,
Wang Zhidong owned 70% of the outstanding shares of the ICP Company and the
other 30% of the outstanding shares of the ICP Company were owned by Yan Wang.
Pursuant to his departure, Wang Zhidong entered into a share transfer agreement
dated August 15, 2001 whereby he transferred his entire ownership in the ICP
Company to Daniel Mao, our former Chief Executive Officer, and four
non-executive employees of BSIT. With BSITs consent, Wang Zhidong transferred
his repayment obligation of the RMB700,000 loan, which he borrowed from BSIT
for purposes of setting up the ICP Company, to Daniel Mao, our former Chief
Executive Officer, and four non-executive employees of BSIT. Pursuant to the
Debt Transfer and Assumption Agreement dated August 15, 2001, Daniel Mao
assumed RMB300,000 of the loan from Wang Zhidong and each of the four employees
assumed RMB100,000 of such loan. On August 16, 2001, BSIT, entered into a
Repayment Agreement with Mr. Mao, Yan Wang and the four non-executive BSIT
employees. Pursuant to the Repayment Agreement, these employees agreed to
transfer their ownership in the ICP Company to any person specified by BSIT so
long as such transfer would not violate Chinese law. Mr. Mao transferred all
rights and obligations with respect to such Repayment Agreement to two
non-executive employees immediately following his departure as Chief Executive
Officer. In addition, BSIT has agreed to provide Yan Wang interest free loans of
RMB750,000 for purposes of setting up Beijing SINA Interactive Advertising Co.,
Ltd., (the Ad Company), and RMB300,000 for purposes of setting up Guangdong
SINA Internet Information Service Co., Ltd., or GSIIS. The Ad Company is 75%
owned by Mr. Wang and 25% owned by BSIT, GSIIS is 10% owned by Mr. Wang and 90%
owned by five non-executive employees of BSIT. Indebtedness of Management On June 17, 1999, we granted Daniel Mao, our former Chief Executive
Officer, an option to purchase 900,000 of our ordinary shares at an exercise
price of $.6667 per share under our 1999 Stock Plan. This option was
immediately exercisable, subject to our right to repurchase at cost any shares
that remain unvested upon cessation of employment. In connection with the
exercise of this option on July 28, 1999, we provided a loan to Mr. Mao,
pursuant to a full recourse note, in the principal amount of $600,000 with an
interest rate of 5.74% per annum, due on July 28, 2004. This loan has not been
amended since its issuance. The entire principal amount of this loan, plus
accrued interest, was repaid in May 2003. 13




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##### Table of Contents



On August 31, 1999, we granted Hurst Lin, our Chief Operating Officer, an
option to purchase 150,000 of our ordinary shares at an exercise price of $1.00
per share under our 1999 Stock Plan. This option was immediately exercisable,
subject to our right to repurchase at cost any shares that remain unvested upon
cessation of employment. In connection with the exercise of this option on
September 30, 1999, we provided a loan to Mr. Lin, pursuant to a full recourse
note, in the principal amount of $150,000 with an interest rate of 5.87% per
annum, due on September 30, 2004. This loan has not been amended since its
issuance. The entire principal amount of this loan, plus accrued interest, was
repaid in August 2003. BSIT, one of our subsidiaries, agreed to provide Yan Wang, our Chief
Executive Officer, an interest-free loan of RMB300,000 for purposes of
providing capital to the ICP Company in 1999, an interest-free loan of
RMB300,000 for purposes of providing capital to GSIIS in 2001, and an
interest-free loan of RMB750,000 for the purposes of providing capital to the
Ad Company in 1999. The entire principal amount of each of these loans is
currently outstanding. BSIT has agreed to provide Wang Zhidong, an interest-free loan of
RMB700,000 for purposes of providing capital to the ICP Company. As a result of
the transfer of shares of the ICP Company from Wang Zhidong to Mr. Mao and the
four non-executive employees of BSIT, Mr. Mao assumed RMB300,000 of the loan
from Wang Zhidong and each of the four employees assumed RMB100,000 of such
loan in August 2001. Mr. Mao transferred all rights and obligations with
respect to such Repayment Agreement to two non-executive employees immediately
following his departure as Chief Executive Officer in May 2003. 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. 
 Item 14.Principal Accountant Fees and Services Principal Accountant Fees and Services For the fiscal year ending December 31, 2003, as well as our calendar year
ended 2002 and our fiscal year ending June 30, 2001, respectively,
PricewaterhouseCoopers, LLC, 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
PricewaterhouseCoopers LLP are compatible with maintaining its independence,
and affirmatively approved the provision of such non-audit services by
PricewaterhouseCoopers, LLC. Fiscal Year
    
    Calendar Year
    
    Fiscal YearEnding
    
    Ending
    
    EndingDecember 31,
    
    December 31,
    
    June 30,2003
    
    2002
    
    2001Audit Fees
    
    
    275,000
    
    
    
    300,000
    
    
    
    200,000Audit-Related Fees
    
    
    20,000
    
    
    
    45,000
    
    
    
    Tax Fees
    
    
    31,775
    
    
    
    28,334
    
    
    
    22,750All Other Fees
    
    
    
    
    
    
    
    
    
    
    
 The
Audit Committee has the authority to pre-approve audit-related and
non-audit services not prohibited by law to be performed by the
Companys independent auditors and associated fees. 14




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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, SINA Corporation has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized.

SINA CorporationBy:
    
    /s/ CHARLES CHAOCharles ChaoChief Financial Officer


Date: April 29, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 on Form 10-K/A has been signed by the following persons in the
capacities and on the dates indicated:

Signature
    
    Title
    
    Date*
    
    Chief Executive Officer and Director
    
    April 29, 2004(Principal Executive Officer)Yan Wang/s/ CHARLES CHAO
    
    Chief Financial Officer
    
    April 29, 2004(Principal Financial and Accounting Officer)Charles Chao*
    
    Co-Chairman of the Board
    
    April 29, 2004Daniel Chiang*
    
    Co-Chairman of the Board
    
    April 29, 2004Yongji Duan*
    
    Director
    
    April 29, 2004Pehong Chen*
    
    Director
    
    April 29, 2004Lip-Bu Tan*
    
    Director
    
    April 29, 2004Ter-Fung Tsao*
    
    Director
    
    April 29, 2004Yichen Zhang


*
    
    This Amendment No. 1 on
Form 10-K/A was executed by Charles Chao pursuant to a Power of
Attorney filed with the Securities and Exchange Commission on
March 15, 2004 in connection with the Registrants Annual
Report on Form 10-K for the fiscal year ended December 31,
2003. 15




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##### Table of Contents



EXHIBIT INDEX ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Reorganization by and among SRS International Ltd.,
SINO Acquisition Corporation and Sinanet.com dated January 19, 1999
(Filed as Exhibit 2.1 to the Companys Registration Statement on Form
F-1, Registration No. 333-11718, filed on March 27, 2000, as amended, and
incorporated herein by reference.)2.2
    
    Share Purchase Agreement dated January 3, 2003 among SINA.com, Memestar
Limited and the Shareholders of Memestar Limited (Filed as Exhibit 10.64
to the Companys Report on Form 10-K for the transition period ended
December 31, 2002, as amended, and incorporated herein by reference.)2.3
    
    Letter dated January 6, 2003 regarding Amendment to Share Purchase
Agreement dated January 3, 2003 among SINA.com, Memestar Limited and the
Shareholders of Memestar Limited (Filed as Exhibit 10.70 to the Companys
Report on Form 10-K for the transition period ended December 31, 2002, as
amended, and incorporated herein by reference.)2.4
    
    Letter dated January 7, 2003 regarding Amendment to Share Purchase
Agreement dated January 3, 2003 among SINA.com, Memestar Limited and the
Shareholders of Memestar Limited (Filed as Exhibit 10.71 to the Companys
Report on Form 10-K for the transition period ended December 31, 2002, as
amended, and incorporated herein by reference.)3.1
    
    Amended and Restated Articles of Association of SINA Corporation (Filed
as Exhibit 3.5 to the Companys Report on Form 10-K for the transition
period ended December 31, 2002, as amended, and incorporated herein by
reference.)3.2
    
    Amended and Restated Memorandum of Association of SINA.com (Filed as
Exhibit 3.4 to the Companys Registration Statement on Form F-1,
Registration No. 333-11718, filed on March 27, 2000, as amended, and
incorporated herein by reference.)4.1
    
    Amended and Restated Investors Rights Agreement dated October 19, 1999
among SINA.com and certain holders of SINA.coms securities (Filed as
Exhibit 4.2 to the Companys Registration Statement on Form F-1,
Registration No. 333-11718, filed on March 27, 2000, as amended, and
incorporated herein by reference.)4.2
    
    Form of Subordinated Note due July 15, 2023 (Filed as Exhibit 4.1 to the
Companys Report on Form 10-Q for the three month period ended June 30,
2003, and incorporated herein by reference).4.3
    
    Indenture, dated as of July 7, 2003, by and between the Company and the
Bank of New York (Filed as Exhibit 4.2 to the Companys Report on Form
10-Q for the three month period ended June 30, 2003, and incorporated
herein by reference).4.4
    
    Registration Rights Agreement, dated as of July 7, 2003, by and between
the Company and Credit Suisse First Boston LLC (Filed as Exhibit 4.3 to
the Companys Report on Form 10-Q for the three month period ended June
30, 2003, and incorporated herein by reference).10.1
    
    Form of Indemnification Agreement between SINA.com and each of its
officers and directors (Filed as Exhibit 10.1 to the Companys
Registration Statement on Form F-1, Registration No. 333-11718, filed on
March 27, 2000, as amended, and incorporated herein by reference.)10.2
    
    SRS International Ltd. 1997 Stock Option Plan and form of incentive stock
option agreement (Filed as Exhibit 10.2 to the Companys Registration
Statement on Form F-1, Registration No. 333-11718, filed on March 27,
2000, as amended, and incorporated herein by reference.)10.3
    
    Sinanet.com 1997 Stock Plan and form of stock option agreement (Filed as
Exhibit 10.3 to the Companys Registration Statement on Form F-1,
Registration No. 333-11718, filed on March 27, 2000, as amended, and
incorporated herein by reference.)10.4
    
    Amended SINA.com 1999 Stock Plan and form of share option agreement
(Filed as Exhibit 10.4 to the Companys Registration Statement on Form
F-1, Registration No. 333-11718, filed on March 27, 2000, as amended, and
incorporated herein by reference.)10.5
    
    1999 Employee Stock Purchase Plan and form of subscription agreement
(Filed as Exhibit 10.5 to the Companys Registration Statement on Form
F-1, Registration No. 333-11718, filed on March 27, 2000, as amended, and
incorporated herein by reference.)10.6
    
    1999 Directors Stock Option Plan and form of nonstatutory stock option
agreement (Filed as Exhibit 10.6 to the Companys Registration Statement
on Form F-1, Registration No. 333-11718, filed on March 27, 2000, as
 16




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##### Table of Contents



ExhibitNumber
    
    Descriptionamended, and incorporated herein by reference.)10.7#
    
    Lease Contract dated September 2003 between Guangzhou Urban Construction
& Development Co., Ltd and Guangzhou Media Message Technologies, Inc. for
offices located at Floor 10, No. 123, Tiyu West Street, Tianhe District,
Guangzhou.10.8#
    
    Supplements to Lease Contract dated September 2003 between Guangzhou
Urban Construction & Development Co., Ltd and Guangzhou Media Message
Technologies, Inc. for offices located at Floor 10, No. 123, Tiyu West
Street, Tianhe District, Guangzhou.10.9#
    
    Lease Contract dated September 29, 2003 between Beijing Wanyujiaye Real
Estate Agency Co., Ltd and Beijing Sina Information Technology Co., Ltd
for offices located at Floor 16, Building C, Area A, SOHO, No. 88,
Jianguo Street, Chaoyang District, Beijing.10.10#
    
    Office Lease dated December 31, 2003 between Lee, Po-Hu and SINA.Com
Online for offices located at 3F, No.29 An Ho Road, Section 1, Ta An
District, Taipei, Taiwan.10.11#
    
    First Amendment to Sublease dated November 24, 2003 between E.PIPHANY,
Inc. and SINA.com Online for offices located at 2988 Campus Drive, Suite
100, San Mateo, California.10.12
    
    Sublease dated January 11, 2002 between E.PIPHANY, Inc. and SINA.com
Online for offices located at 2988 Campus Drive, Suite 100, San Mateo,
California (Filed as Exhibit 10.56 to the Companys Report on Form 10-Q
for the three month period ended March 31, 2002, and incorporated herein
by reference.)10.13
    
    Office Lease dated July 18, 2002 between Shanghai Four Seasons Tong Ren
Real Estate Developing Co., Ltd and Beijing Stone Rich Sight Information
Technology Co., Ltd for office located at Suite 1802-5 United Plaza, 1468
Nanjing West Street, Jingan District, Shanghai, China (Filed as Exhibit
10.61 to the Companys Report on Form 10-K for year ended June 30, 2002,
and incorporated herein by reference.)10.14
    
    Lease Agreement and supplemental agreements of Modern City dated June 6,
2003 and July 23, 2003 among Li Yanping, Wei Yingkui and Beijing Sina
Information Technology Co., Ltd. for offices located at 18th Floor, Block
C, SOHO Modern City, 88 Jianguo Road, Chaoyang District, Beijing, China
(Filed as Exhibit 10.2 to the Companys Report on Form 10-Q for the three
month period ended June 30, 2003, and incorporated herein by reference.)10.15
    
    Office Lease dated December 19, 2002 between Man Hing Hong Land
Investment Company Limited and Sina.com (Hong Kong) Limited for the
office located at Room 1003-4, 10/F, Manyee Building, 68 Des Voeux Road
Central, Hong Kong (Filed as Exhibit 10.69 to the Companys Report on
Form 10-K for the transition period ended December 31, 2002, as amended,
and incorporated herein by reference.)10.16
    
    Lease agreements between Beijing Stone Rich Sight Information Technology
Co. Ltd. and the following entities: a) Beijing Shilihe Property
Management Company Ltd dated October 16, 1997, b) Beijing Wanquan Hope
Technology Development Center dated April 2, 1998, and c) Wanquan Primary
School, Haidian District, Beijing dated December 15, 1998. All agreements
are for office space located in Beijing Wanquan Primary School, Haidian
District, Beijing (Filed as Exhibit 10.9 to the Companys Registration
Statement on Form F-1, Registration No. 333-11718, filed on March 27,
2000, as amended, and incorporated herein by reference.)10.17
    
    SINA.com 1999 Executive Stock Plan (Filed as Exhibit 10.19 to the
Companys Registration Statement on Form F-1, Registration No. 333-11718,
filed on March 27, 2000, as amended, and incorporated herein by
reference.)10.18
    
    Purchase Agreement, dated as of June 30, 2003, by and between the Company
and Credit Suisse First Boston LLC (Filed as Exhibit 10.3 to the
Companys Report on Form 10-Q for the three month period ended June 30,
2003, and incorporated herein by reference.)10.19
    
    Business Cooperation Agreement dated March 7, 2000 between Beijing SINA
Internet Information Services Co., Ltd. and BSRS (Filed as Exhibit 10.23
to the Companys Registration Statement on Form F-1, Registration No.
333-11718, filed on March 27, 2000, as amended, and incorporated herein
by reference.)10.20
    
    Equipment and Leased Line Transfer Agreement dated March 7, 2000 between
Beijing SINA Internet Information Services Co., Ltd. and BSRS (Filed as
Exhibit 10.23 to the Companys Registration Statement on Form F-1,
 17




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##### Table of Contents



ExhibitNumber
    
    DescriptionRegistration No. 333-11718, filed on March 27, 2000, as amended, and
incorporated herein by reference.)10.21
    
    Advertising Agency Agreement dated March 7, 2000 between Beijing SINA
Internet Information Services Co., Ltd. and SINA.com (Filed as Exhibit
10.26 to the Companys Registration Statement on Form F-1, Registration
No. 333-11718, filed on March 27, 2000, as amended, and incorporated
herein by reference.)10.22
    
    Advertisement Production and Technical Service Agreement dated March 7,
2000 between Beijing Stone Rich Sight Information Technology Co., Ltd.
and Beijing SINA Interactive Advertising Co. Ltd (Filed as Exhibit 10.27
to the Companys Registration Statement on Form F-1, Registration No.
333-11718, filed on March 27, 2000, as amended, and incorporated herein
by reference.)10.23
    
    Advertising Publication and Cooperation Agreement dated March 7, 2000
between Beijing SINA Internet Information Services Co., Ltd. and Beijing
SINA Interactive Advertising Co., Ltd (Filed as Exhibit 10.28 to the
Companys Registration Statement on Form F-1, Registration No. 333-11718,
filed on March 27, 2000, as amended, and incorporated herein by
reference.)10.24
    
    Amendment to Advertising Agency Agreement dated April 1, 2000 between
Beijing SINA Interactive Advertising Co., Ltd. and SINA.com (Filed as
Exhibit 10.37 to the Companys Registration Statement on Form F-1,
Registration No. 333-11718, filed on March 27, 2000, as amended, and
incorporated herein by reference.)10.25
    
    Amendment to Advertisement Publication and Cooperation Agreement dated
April 1, 2000 between Beijing SINA Interactive Advertising Co., Ltd. and
Beijing SINA Internet Information Services Co., Ltd (Filed as Exhibit
10.38 to the Companys Registration Statement on Form F-1, Registration
No. 333-11718, filed on March 27, 2000, as amended, and incorporated
herein by reference.)10.26
    
    Amendment to Advertising Production and Technical Service Agreement dated
April 1, 2000 between Beijing Stone Rich Sight Information Technology
Co., Ltd. and Beijing SINA Interactive Advertising Co., Ltd (Filed as
Exhibit 10.39 to the Companys Registration Statement on Form F-1,
Registration No. 333-11718, filed on March 27, 2000, as amended, and
incorporated herein by reference.)10.27
    
    E-Commerce Cooperation Agreement dated April 1, 2000 between Beijing
Stone Rich Sight Information Technology Co., Ltd. and Beijing SINA
Internet Information Services Co., Ltd (Filed as Exhibit 10.40 to the
Companys Registration Statement on Form F-1, Registration No. 333-11718,
filed on March 27, 2000, as amended, and incorporated herein by
reference.)10.28
    
    Loan agreement dated November 18, 1999 with Wang Yan for purposes of
providing capital to the ICP Company (Filed as Exhibit 10.36 to the
Companys Registration Statement on Form F-1, Registration No. 333-11718,
filed on March 27, 2000, as amended, and incorporated herein by
reference.)10.29
    
    Agreement on Exercising Voting Right by Proxy dated October 1, 2001 among
Beijing Stone Rich Sight Information Technology Co., Ltd., Daniel Mao,
Yan Wang and four other Employees of BSRS (Filed as Exhibit 10.55 to the
Companys Report on Form 10-Q for the three month period ended December
31, 2001, and incorporated herein by reference.)10.30
    
    Change of Control Agreement dated November 27, 2000 with Daniel Mao
(Filed as Exhibit 10.44 to the Companys Report on Form 10-Q for the
three month period ended December 31, 2000, and incorporated herein by
reference.)10.31
    
    Change of Control Agreement dated November 27, 2000 with Hurst Lin (Filed
as Exhibit 10.46 to the Companys Report on Form 10-Q for the three month
period ended December 31, 2000, and incorporated herein by reference.)10.32
    
    Change of Control Agreement dated November 27, 2000 with Yan Wang (Filed
as Exhibit 10.47 to the Companys Report on Form 10-Q for the three month
period ended December 31, 2000, and incorporated herein by reference.)10.33
    
    Change of Control Agreement dated February 1, 2001 with Charles Chao
(Filed as Exhibit 10.48 to the Companys Report on Form 10-Q for the
three month period ended March 31, 2001, and incorporated herein by
reference.)10.34
    
    Employment Agreement dated June 1, 2002 between Daniel Mao and SINA.com
(Filed as Exhibit 10.59 to the Companys Report on Form 10-K for the year
ended June 30, 2002, and incorporated herein by reference.)10.35
    
    Employment Agreement dated June 1, 2002 between Charles Chao and SINA.com
(Filed as Exhibit 10.60 to the Companys Report on Form 10-K for the year
ended June 30, 2002, and incorporated herein by reference.)
 18




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##### Table of Contents



ExhibitNumber
    
    Description10.36
    
    Agreement and Mutual Release, dated as of May 11, 2003, by and between
the Company and Daniel Mao (Filed as Exhibit 10.1 to the
Companys
Report on Form 10-Q for the three month period ended June 30, 2003,
and incorporated herein by reference).10.37#
    
    Agreement on Short Message Service Cooperation dated November 12, 2002
between Guangzhou Media Message Technologies Inc. and Guangdong Mobile
Communications Corporation.10.38#
    
    Monternet Short Message Cooperation Agreement dated April 28, 2003
between Beijing SINA Internet Information Services Co., Ltd. and Beijing
Mobile Communications Corporation.10.39#
    
    Form of Loan Agreement between Beijing Sina Information Technology Co.,
Ltd (a subsidiary of the Company) and the Companys employees for funding
the Variable Interest Entities controlled by the Company.10.40#
    
    Form of Agreement on Authorization to Exercise Shareholders Voting Power
between Beijing Sina Information Technology Co., Ltd (a subsidiary of the
Company) and the Companys employees in relation to Variable Interest
Entities controlled by the Company.10.41#
    
    Technical Services Agreement dated September 1, 2003 between Beijing New
Media Information Technology Co., Ltd. and Guangzhou Media Message
Technologies Inc.10.42#
    
    Technical Cooperation Agreement dated September 28, 2003 between Beijing
New Media Information Technology Co., Ltd. and Guangzhou Media Message
Technologies Inc.10.43#
    
    Technical Services Agreement dated September 1, 2003 between Beijing New
Media Information Technology Co., Ltd. and Guangdong SINA Internet
Information Services Co., Ltd.10.44#
    
    Technical Services Agreement dated January 10, 2003 between
Star-Village.com (Beijing) Internet Technology Limited and Guangzhou
Media Message Technologies Inc.10.45#
    
    Technical Services Agreement dated January 1, 2003 between Beijing SINA
Internet Technology Services Co., Ltd. and Beijing SINA Internet
Information Services Co., Ltd.14.1*
    
    Code of Ethics.21.1#
    
    List of Subsidiaries.23.1#
    
    Consent of Independent Accountants.23.2#
    
    Consent of Jun He Law offices.24.1#
    
    Power of Attorney.31.1*
    
    Certificate of Chief Executive Officer pursuant to Securities Exchange
Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.31.2*
    
    Certificate of Chief Financial Officer pursuant to Securities Exchange
Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.32.1*
    
    Certificate of Chief Executive Officer pursuant to 18 U.S.C. section 1350.32.2*
    
    Certificate of Chief Financial Officer pursuant to 18 U.S.C. section 1350.
   *
    
    Filed herewith.#
    
    Filed with Companys Report on Form 10-K for
the fiscal year ended December 31, 2003 (which report was filed
on March 15, 2004). 19