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EXHIBIT 3.2 THE COMPANIES LAW (1998 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SINA.COM* (Adopted by a special resolution passed by the Members of the Company
at the Companys General Meeting held on 10 April, 2000)  1.
    The name of the Company is SINA.COM*. (* Pursuant to special resolution passed at Annual Meeting of Shareholders held on 16 December,
2002, the name of the Company was Changed to Sina Corporation.)  2.
    The Registered Office of the Company shall be at the offices of Maples and Calder,
Attorneys-at-Law, Ugland House, P.O. Box 309, George Town, Grand Cayman, Cayman Islands,
British West Indies or at such other place as the Directors may from time to time decide.3.
    The objects for which the Company is established are unrestricted and shall include, but
without limitation, the following:  (i)  (a)
    To carry on the business of an investment company and to act as promoters
and entrepreneurs and to carry on business as financiers, capitalists, concessionaires,
merchants, brokers, traders, dealers, agents, importers and exporters and to undertake
and carry on and execute all kinds of investment, financial, commercial, mercantile,
trading and other operations.  (b)
    To carry on whether as principals, agents or otherwise
howsoever the business of realtors, developers, consultants, estate agents or
managers, builders, contractors, engineers, manufacturers, dealers in or
vendors of all types of property including services.  (ii)
    To exercise and enforce all rights and powers conferred by or incidental to the
ownership of any shares, stock, obligations or other securities including without
prejudice to the generality of the foregoing all such powers of veto or control as may
be conferred by virtue of the holding by the Company of some special proportion of the
issued or nominal amount thereof, to provide managerial and other executive, -1-




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supervisory and consultant services for or in relation to any company in which the
Company is interested upon such terms as the Company may think fit.  (iii)
    To purchase or otherwise acquire, to sell, exchange, surrender, lease,
mortgage, charge, convert, turn to account, dispose of and deal with real and personal
property and rights of all kinds and, in particular, mortgages, debentures, produce,
concessions, options, contracts, patents, annuities, licences, stocks, shares, bonds,
policies, book debts, business concerns, undertakings, claims, privileges and choses in
action of all kinds.  (ii)
    To subscribe for, conditionally or unconditionally, to underwrite, issue on
commission or otherwise, take, hold, deal in and convert stocks, shares and securities
of all kinds and to enter into partnership or into any arrangement for sharing profits,
reciprocal concessions or cooperation with any person or company and to promote and aid
in promoting, to constitute, form or organise any company, syndicate or partnership of
any kind, for the purpose of acquiring and undertaking any property and liabilities of
the Company or of advancing, directly or indirectly, the objects of the Company or for
any other purpose which the Company may think expedient.  (iii)
    To stand surety for or to guarantee, support or secure the performance of all
or any of the obligations of any person, firm or company whether or not related or
affiliated to the Company in any manner and whether by personal covenant or by
mortgage, charge or lien upon the whole or any part of the undertaking, property and
assets of the Company, both present and future, including its uncalled capital or by
any such method and whether or not the Company shall receive valuable consideration
therefor.  (iv)
    To engage in or carry on any other lawful trade, business or enterprise which
may at any time appear to the Directors of the Company capable of being conveniently
carried on in conjunction with any of the aforementioned businesses or activities or
which may appear to the Directors of the Company likely to be profitable to the
Company. In the interpretation of this Memorandum of Association in general and of this Clause 3 in
particular no object, business or power specified or mentioned shall be limited or
restricted by reference to or inference from any other object, business or power, or the
name of the Company, or by the juxtaposition of two or more objects, businesses or powers
and that, in the event of any ambiguity in this clause or elsewhere in this Memorandum of
Association, the same shall be resolved by such interpretation and construction as will
widen and enlarge and not restrict the objects, businesses and powers of and exercisable by
the Company.  4.
    Except as prohibited or limited by the Companies Law (1998 Revision), the Company shall have
full power and authority to carry out any object and shall have and be capable of from time to
time and at all times exercising any and all of the powers at any time or from time to time
exercisable by a natural person or body corporate in doing in any part of the world whether as
principal, agent, contractor or otherwise whatever may be considered by it -2-




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necessary for the attainment of its objects and whatever else may be considered by it as
incidental or conducive thereto or consequential thereon, including, but without in any way
restricting the generality of the foregoing, the power to make any alterations or amendments to
this Memorandum of Association and the Articles of Association of the Company considered
necessary or convenient in the manner set out in the Articles of Association of the Company, and
the power to do any of the following acts or things, viz: to pay all expenses of and incidental to the promotion, formation and incorporation of the
Company; to register the Company to do business in any other jurisdiction; to sell, lease or
dispose of any property of the Company; to draw, make, accept, endorse, discount, execute
and issue promissory notes, debentures, bills of exchange, bills of lading, warrants and
other negotiable or transferable instruments; to lend money or other assets and to act as
guarantors; to borrow or raise money on the security of the undertaking or on all or any of
the assets of the Company including uncalled capital or without security; to invest monies
of the Company in such manner as the Directors determine; to promote other companies; to
sell the undertaking of the Company for cash or any other consideration; to distribute
assets in specie to Members of the Company; to make charitable or benevolent donations; to
pay pensions or gratuities or provide other benefits in cash or kind to Directors, officers,
employees, past or present and their families; to purchase Directors and officers liability
insurance and to carry on any trade or business and generally to do all acts and things
which, in the opinion of the Company or the Directors, may be conveniently or profitably or
usefully acquired and dealt with, carried on, executed or done by the Company in connection
with the business aforesaid PROVIDED THAT the Company shall only carry on the businesses for
which a licence is required under the laws of the Cayman Islands when so licensed under the
terms of such laws.  5.
    The liability of each Member is limited to the amount from time to time unpaid on such
Members shares.  6.
    The Share Capital of the Company at the date of the adoption of this Memorandum is
US$13,725,000 divided into 75,000,000 ordinary shares of US$0.133 each and 3,750,000
preference shares of US$1.00 each **. The Board of Directors is hereby authorized, within the
limitations and restrictions stated in this Amended and Restated Memorandum of Association, to
determine or alter the rights, preferences, privileges and restrictions granted to or imposed
upon any wholly unissued series of Preference Shares and the number of shares constituting any
such series and the designation thereof, or any of them; and to increase or decrease the
number of shares of any series subsequent to the issuance of shares of that series, but not
below the number of shares of such series then outstanding. In case the number of shares of
any series shall be so decreased, the shares constituting such decrease shall resume the
status which they had prior to the adoption of the resolution originally fixing the number of
shares of such series. (** Pursuant to ordinary resolution passed at Annual Meeting of Shareholders held on 26 September,
2003, the Share Capital of the Company be increased to US$23,700,000 divided into -3-




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150,000,000 ordinary shares of US$0.133 each and 3,750,000 preference shares of US$1.00 each.)  7.
    If the Company is registered as exempted, its operations will be carried on subject to the
provisions of Section 193 of the Companies Law (1998 Revision) and, subject to the provisions
of the Companies Law (1998 Revision) and the Articles of Association, it shall have the power
to register by way of continuation as a body corporate limited by shares under the laws of any
jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. -4-