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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-K



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|  |  |                                                                                             
|- |  | --------------------------------------------------------------------------------------------
|þ |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the fiscal year ended June 30,
    2002                                                 

Commission File Number 000-30698

SINA.com

(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)

Vicwood Plaza

Rooms 1801-4


18th Floor


199 Des Voeux Road


Central, Hong Kong


(852) 2155-8800


(Address, including zip code, and telephone
number, including area code, of Registrants principal
executive offices)


Charles Chao

2988 Campus Drive, Suite 100


San Mateo, CA 94403


(650) 638-9228


(Name, address, including zip code, and
telephone number, including area code, of agent for
service)


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 þ          No o

Indicated 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.     o

The aggregate market value of the voting stock
held by non-affiliates of the Registrant was approximately
$73,684,000 as of August 31, 2002, based upon the closing
sale price on computed by reference to the closing price for the
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 who owns 5% or more of
the outstanding Ordinary Shares have been excluded in that such
persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination
for other purposes.

As of August 31, 2002, there were 45,924,771
shares of the Registrants Ordinary Shares, $0.133 par
value.

DOCUMENTS INCORPORATED BY REFERENCE

Items 10-13 incorporate information by reference
from the definitive proxy statement for the Annual Meeting of
Shareholders to be held on or about December 16, 2002.



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TABLE OF CONTENTS



|                  |                                                                                               |                                                |  |  |  |  |  | 
|----------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------- |  |  |  |  |  | 
|PART I           
|                  | Item 1. Business                                                                             
|                  | Item 2. Properties                                                                           
|                  | Item 3. Legal Proceedings                                                                    
|                  | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II          
|                  | Item 5. Market for the Registrants Common Equity and Related Shareholder Matters            
|                  | Item 6. Selected Financial Data                                                              
|                  | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                  | Item 7a. Quantitative and Qualitative Disclosure about Market Risk                           
|                  | Item 8. Financial Statements and Supplementary Data                                          
|                  |                                                                                               | REPORT OF INDEPENDENT ACCOUNTANTS             
|                  |                                                                                               | CONSOLIDATED BALANCE SHEET                    
|                  |                                                                                               | CONSOLIDATED STATEMENT OF OPERATIONS          
|                  |                                                                                               | CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
|                  |                                                                                               | CONSOLIDATED STATEMENT OF CASH FLOWS          
|                  |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS    
|                  | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|PART III         
|                  | Item 10. Directors and Executive Officers of the Registrant                                  
|                  | Item 11. Executive Compensation                                                              
|                  | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|                  | Item 13. Certain Relationships and Related Transactions                                      
|PART IV          
|                  | Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K                    
|SIGNATURES       
|CERTIFICATIONS   
|POWER OF ATTORNEY
|EXHIBIT INDEX    
|EXHIBIT 10.59    
|EXHIBIT 10.60    
|EXHIBIT 10.61    
|EXHIBIT 21.1     
|EXHIBIT 23.1     
|EXHIBIT 99.1     



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SINA.COM

INDEX

|                  |  |                                                                                                                      |    |          |    | 
|----------------- |  | -------------------------------------------------------------------------------------------------------------------- | -- | -------- | -- | 
|                  |  |                                                                                                                      |    | Page No.
|                  |  |                                                                                                                      |    |         
|PART I.          
|Item 1.           |  | Business                                                                                                             |    |          | 2  | 
|Item 2.           |  | Properties                                                                                                           |    |          | 22 | 
|Item 3.           |  | Legal Proceedings                                                                                                    |    |          | 22 | 
|Item 4.           |  | Submission of Matters to a Vote of Security
    Holders                                                              |    |          | 22 | 
|PART II.         
|Item 5.           |  | Market for the Registrants Common Equity
    and Related Shareholders Matter                                        |    |          | 23 | 
|Item 6.           |  | Selected Financial Data                                                                                              |    |          | 24 | 
|Item 7.           |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                            |    |          | 25 | 
|Item 8.           |  | Financial Statements and Supplementary Data                                                                          |    |          | 33 | 
|                  |  | Report of Independent Accountants                                                                                    |    |          | 34 | 
|                  |  | Consolidated Balance Sheet at June 30, 2002
    and 2001                                                             |    |          | 35 | 
|                  |  | Consolidated Statement of Operations for each of
    the three years in the period ended June 30, 2002               |    |          | 36 | 
|                  |  | Consolidated statement of Shareholders
    Equity for each of the three years in the period ended
    June 30, 2002 |    |          | 37 | 
|                  |  | Consolidated Statement of Cash Flows for each of
    the three years in the period ended June 30, 2002               |    |          | 38 | 
|                  |  | Notes to Consolidated Financial Statements                                                                           |    |          | 39 | 
|Item 9.           |  | Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure                             |    |          | 54 | 
|PART III.        
|Item 10.          |  | Directors and Executive Officers of the Registrant                                                                   |    |          | 54 | 
|Item 11.          |  | Executive Compensation                                                                                               |    |          | 54 | 
|Item 12.          |  | Security Ownership of Certain Beneficial Owners
    and Management                                                   |    |          | 54 | 
|Item 13.          |  | Certain Relationships and Related Transactions                                                                       |    |          | 54 | 
|PART IV.         
|Item 14.          |  | Exhibits, Financial Statement Schedules, and
    Reports on Form 8-K                                                 |    |          | 54 | 
|SIGNATURES        |  |                                                                                                                      | 56 |         
|CERTIFICATIONS    |  |                                                                                                                      | 57 |         
|POWER OF ATTORNEY |  |                                                                                                                      | 58 |         
|EXHIBIT INDEX     |  |                                                                                                                      | 59 |         

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INFORMATION REGARDING FORWARD-LOOKING
STATEMENTS

This Annual Report on Form 10-K contains
forward-looking statements. These statements relate to future
events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as
may, will, should,
expect, plan, anticipate,
believe, estimate, predict,
potential or continue, the negative of
such terms or other comparable terminology. These statements are
only predictions. Actual events or results may differ
materially.

Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance
or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of the
forward-looking statements. We are under no duty to update any
of the forward-looking statements after the date of this report
to conform such statements to actual results or to changes in
our expectations.

Readers are also urged to carefully review and
consider the various disclosures made by us which attempt to
advise interested parties of the factors which affect our
business, including without limitation the disclosures made
under the caption Managements Discussion and
Analysis of Financial Condition and Results of Operations
and under the caption Business  Risk Factors
included herein.




PART I




Item 1.     Business

Overview

SINA.com (SINA, We or
the Company) is a leading online media company and
value-added information service provider for China and the
global Chinese communities. With a branded network of localized
websites, targeting greater China and overseas Chinese, we
provide an array of services to our users including
region-focused online portals, search and directory,
interest-based and community-building channels, free and premium
email, wireless short messaging, online games, virtual ISP,
classified listings, e-commerce, e-learning and enterprise
e-solutions. In turn, we generate revenue through advertising,
fee-based services, e-commerce and enterprise services. With
53.3 million registered users worldwide and over 3 million
active paid users for a variety of our fee-based services at
June 30, 2002, we believe SINA is the most recognized
online brand in China and among Chinese communities world-wide.

Our primary operation focus is in China where we
generated 80% of our total revenues for the year ended
June 30, 2002. According to the July 2002 survey conducted
by the China Internet Network Information Center
(CNNIC), China currently has 45.8 million
active Internet users, the second largest in the World. With the
current growth rate, China is going to surpass the United States
and become the country with the largest Internet user base by
2005. As a leading online media company in China, SINA is
expected to benefit directly from this tremendous growth rate as
Chinas economy continues to leap forward.

During the year ended June 30, 2002, we have
successfully transformed SINA from a pure Internet portal
relying almost exclusively on online advertising to a company
with multiple and sustainable revenue streams.

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The following table presents an overview of our
financial reporting structure as well as our vertical properties
and services:

(OVERVIEW CHART)

Properties and Services



| |                    
| | -------------------
| | SINA Portal Network

Our portal network consists of four destination
web sites dedicated to users in greater China including mainland
China (www.sina.com.cn), Taiwan (www.sina.com.tw) and
Hong Kong (www.sina.com.hk), and overseas Chinese in North
America (www.sina.com). Each of our destination sites consists
of Chinese-language content organized into interest-specific
channels, extensive community and communication services and
sophisticated web navigation capability through SINA Search and
Directory services. As of June 2002, SINA has over
53.3 million registered users, or SINA Netizens who view
approximately 150 million web pages per day.



| |                        
| | -----------------------
| | Interest-Based Channels

On all of our portals, SINA offers a variety of
interest-based channels that provide region-focused format and
content. Everyday, millions of users visit these channels which
include News, Sports, Finance, Entertainment, Education,
e-Ladies, Games, Healthcare, and Technology.



| |          
| | ---------
| | SINA News

SINA News aggregates feeds from hundreds of news
providers, bringing together content from media companies such
as Central News Agency, China Central Television, Peoples
Daily, China Economic Times and Xinhua News Agency. Through SINA
News, our users have access to breaking news coverage, from
multiple sources and points of view.



| |            
| | -----------
| | SINA Sports

SINA Sports provides access to up-to-the-minute
news, real-time statistics and scores, text broadcast
programming, localized and global coverage, and integrated
shopping. SINA Sports has content or marketing partnerships with
the Chinese Football Association, the Chinese Basketball
Association and ESPN. In June 2002, SINA signed an exclusive
partnership agreement with the Chinese Football Association to
create the official website of Chinas National Soccer Team
during Korea-Japan World Cup.



| |             
| | ------------
| | SINA Finance

SINA Finance provides a comprehensive set of
financial resources, from business news to personal finance
columns. SINA Finance also offers stock quotes from the Shanghai
and Shenzhen stock exchanges, breaking news from leading
editorial companies and market analysis.

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| |                   
| | ------------------
| | SINA Entertainment

SINA Entertainment contains extensive coverage of
the local and international entertainment arenas that are of
interest to our users, including dining, movies, television
programs, plays, operas as well as popular and classic music.



| |               
| | --------------
| | SINA Education

SINA Education is designed to assist students,
parents and educators in the education process. The site helps
educators extend traditional classrooms and communication with
students onto the Internet, offers an extensive reference area
through leading education material providers, and enables
students to research and prepare to apply for colleges,
universities and graduate schools, both domestic and abroad.



| |              
| | -------------
| | SINA e-Ladies

In April 2002, LOréal, a world-wide
leader in cosmetics, selected SINA as the host and partner for a
web site targeting women in China. Women of China,
the largest womens press group in China, provides content
and editorial management for the channel. The SINA e-Ladies
channel is dedicated to all women who speak Chinese and are of
Chinese heritage. The site provides a wide range of information,
and specific services for virtual communities that meet the
day-to-day personal and professional needs of Chinese women.
Lastly, users will receive up-to-date details about product
launches by clicking on the links to the local Internet sites of
LOréal groups brands.



| |           
| | ----------
| | SINA Games

SINA Games is a leading online destination for
players of interactive entertainment in China. The gamers visit
SINA Games for up to date game-related news, forums, reviews,
surveys and software downloads. SINA Games has formed alliances
with domestic online game publishers to develop and host web
sites that provide information and update downloads for online
games.



| |            
| | -----------
| | SINA Health

SINA Health, provides information on diseases,
conditions, and medications, as well as access to various health
information centers and online community tools.



| |                
| | ---------------
| | SINA Technology

SINA Technology is a wide-ranging web site for
people who are looking for technology news, product reviews and
software downloads.



| |                            
| | ---------------------------
| | Community-Building Channels

SINA offers an array of community-building
services designed to encourage users to become active and loyal
registered members, or SINA Netizens. Our integrated SinaMail,
SinaPager, SinaChat, Club Yuan, E-Card and SinaForum products
and services enable SINA Netizens to communicate with each other
or with groups of others in the SINA community.



| |         
| | --------
| | SinaMail

SinaMail is our free email service. With
22.2 million active users as of August 2002, it is ranked
fourth in the world behind Hotmail, Yahoo and AOL.



| |          
| | ---------
| | SinaPager

SinaPager is our instant-messaging service
powered by our proprietary technology. The SinaPager service is
currently offered in China and enables mainland Chinese SINA
Netizens to determine if their friends are online and to send
messages to them instantly.

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| |                       
| | ----------------------
| | SinaChat and SinaForum

Through SinaChat and SinaForum, members with
similar interests can meet and share their thoughts and opinions
on a variety of topics. We have also integrated the SinaForum
with News service, as users can comment on the particular news
they are reading with one click on the links to the related
forum topic on SinaForum.



| |          
| | ---------
| | Club Yuan

For members seeking friends and personal
relationships, our Club Yuan interactive dating service provides
them with a community within a community.



| |                     
| | --------------------
| | Advertising Services

We employ a multi-pronged sales strategy that
targets both short-term revenue opportunities such as banner
advertising campaigns, as well as longer-term, higher-value
contracts such as integrated marketing and communications
packages. Our advertising product offerings consist of banner
advertisements that appear on pages within the SINA network,
promotional sponsorships that are typically focused on a
particular event, such as the Olympics, and advertising
campaigns design and management services. We are also working
with research firms in the United States and China to offer
market survey services. By collecting and aggregating feedback
from our users, we expect to be able to provide our advertisers
with prompt and valuable feedback on the publics
engagement with their brands and products, thereby enabling
advertisers to more easily gauge the effectiveness of their
ongoing advertising campaigns.

Our primary target client base for advertisers
and sponsors consists of global corporations and Asia-focused
regional companies, to which we sell from both our corporate and
regional headquarters. Global corporations are typically
Fortune 500 and 1000 companies with significant
operations worldwide that employ a global approach to their
branding, marketing and communications programs. Regional
companies consist of medium to large companies that are focused
on specific geographic as well as demographic markets, such as
Asian-Americans or Taiwanese, and smaller companies whose
markets are within a local territory, such as Beijing or Hong
Kong. During the year ended June 30, 2002, 980 clients
advertised on our web sties. A partial list of our advertising
clients includes: 999 Group, AT&T, China Mobile, China
Unicom, CNA Life, Charles Schwab, Dell, E*Trade, IBM, Legend,
Motorola, Nokia, Samsung, Scottstrade Securities, and TCL. In
order to leverage our global resources, we have established
advertising sales centers in Hong Kong, New York and
California. Sales people in each of this sales center may sell a
global promotions campaign to customers for delivery on any of
our web sites.

We have built a global sales and marketing
organization of approximately 117 professionals as of June
2002.



| |                        
| | -----------------------
| | Short Messaging Service

In 2001, we initiated a number of fee-based
premium services that we believe will offer incremental benefits
to our users who wish to fully leverage our network. SINA was
among the first group of companies to enter short messaging
service (SMS) market in China. As many mobile phones are able to
display and send text in Chinese, SINA developed a suite of SMS
that includes user-customized information subscription, personal
greetings, customized mobile phone screen decoration,
personalized ring tones and many other features. SINA provides
an easy to use online platform through sms.sina.com.cn and, as
of August 2002, has approximately 3 million paid users for
our SMS.



| |              
| | -------------
| | Premium Email

We introduced our paid email service in China in
August 2001 and have accumulated over 200,000 paid users for the
service as of August 2002. Our paid email service provides
features such as anti-virus software, junk mail filter, and
unlimited attachment size for a small monthly fee.

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| |             
| | ------------
| | Online Games

Our SINA Game channel has become one of the most
popular websites in China and has provided us with an entry into
the growing interactive gaming market. Through our strategic
alliance with local online game publishers, we are working to
become a leading partner for online game operators. Our
alliances usually include arrangements for SINA to host servers
and develop websites organized under the SINA Games platform
that provide services such as software downloads, player reviews
and forums.



| |                        
| | -----------------------
| | Access and Distribution

In April 2002, SINA formed SINA Online
(SOL) through a strategic alliance with Net263
Group, a domestic independent Internet service provider
(ISP). SOL, a one-stop virtual ISP service that
combines content and access for end users, is expected to cover
major Internet markets in China including Beijing, Shanghai and
other large cities.



| |         
| | --------
| | SinaMall

Online commerce is a natural extension of our
portal network. We currently offer SinaMall, an online shopping
experience, on our China and North America web sites. Our
technology platform enables both multinational and local
merchants to transact business online. We generate revenue from
monthly hosting fees and through receiving a percentage of
online sales from our merchant partners. We work with merchants
to design customized marketing campaigns that involve both
advertising and sales of their products over our network. We
have also been a leader in creating mechanisms for secure
transactions on the Internet in China. We have set up online
payment systems and online banking services. We have also
launched a co-branded debit card with China Merchants Bank
enabling users of our China web site to make online purchases
from our SinaMall in China.



| |         
| | --------
| | Listings

Our listing properties include a search engine, a
directory and classified information. Our search engine and
directory provide a intuitive and user-friendly online guide to
web navigation and a gateway to the vertical offerings on the
SINA network. Users can either browse the directory listings by
subject matter, or use SINA Search, a rapid keyword search
function that scans the contents of the entire directory. In
addition to any relevant listings from our directory, we provide
users with web-wide search results from search engines provided
by our partners. For browse-driven inquiries, our directory
results include Sponsored Sites, a SINA created fee-based
program that allows commercial sites to receive enhanced
placement in the directory. For keyword-search-driven inquiries,
our search results also include SINA Sponsor matches, site
listings with enhanced placement in search results that are
bought by businesses or organizations.



| |                       
| | ----------------------
| | Enterprise e-Solutions

In February 2002, SINA formed a technology
service company, SINA.net to provide enterprise solutions on an
integrated platform to government agencies and small to
medium-sized enterprises (SME) in China. As part of
the enterprise solution service, we provide our clients with
corporate email, system integrating, online publishing software
and classified listings (in conjunction with our main Listings
business).



| |                  
| | -----------------
| | Software Products

We have designed an array of proprietary software
products that allow users to view Chinese-language content and
switch between Chinese and English languages without regard to
the underlying operating system. RichWin, first launched in
April 1994, is an operating system overlay that allows users to
move between a Chinese and an English operating environment. We
sell the latest version of our RichWin software product to
businesses and consumers as well as to original equipment
manufacturers. SinaPlus, our new-generation language translation
engine, bundles tools and services such as SinaMail and
SinaPager to provide our users with a more integrated online
experience. SinaPlus is available for free download from our
portal network. We also plan to offer new corporate services
software that will help businesses establish and maintain their
intranet

6



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and extranet web sites by integrating their
proprietary corporate content and applications with SINAs
email, publishing and content services.


Strategic Relationships

We have developed strategic relationships with a
range of content, service, application and distribution partners
in order to serve users more effectively and to extend our brand
and services to a broader audience.



| |                     
| | --------------------
| | Content Partnerships

The goal of our content partnerships is to
provide our users with the broadest offering of Chinese-language
content available. We contract with over 600 content partners to
display their content on one or more of our web sites free of
charge or in exchange for a share of revenue, a licensing fee,
access to our content or a combination of these arrangements.
Some of our leading content providers include Xinhua News
Agency, China Central TV, Peoples Daily, Central News
Agency, FTV News, China Press, Apple Daily, Singtao Daily, AFP,
CBS Marketwatch, Reuters and Shanghai Securities News. These
content partnerships are usually of one to two years
duration with one-year automatic renewal.



| |                                         
| | ----------------------------------------
| | Application and Service
    Partnerships

The goal of our application and service
partnerships is to ensure that our users have access to
user-friendly, reliable and scalable communication and search
tools. Because many of our prospective partners have
traditionally focused on non-Chinese speaking markets, our
internal engineering and development teams often work closely
with them to adapt their solutions to the Chinese-language
market.

We have an agreement with OpenFind to provide
Chinese search functionality to some of our web sites, and an
agreement with Doubleclick to provide advertising serving and
tracking services for some of our web sites.

Technology Infrastructure

Our operating infrastructure is designed to serve
and deliver hundreds of millions of page views per day to our
users. This scalable infrastructure allows our users to access
our products and services quickly and efficiently, regardless of
their geographical location. Our infrastructure is also designed
to provide high-speed access by forwarding queries to our web
hosting sites with greater resources or lower loads. Our web
pages are generated, served and cached by servers hosted at
various co-location web hosting sites in China, U.S., Taiwan and
Hong Kong.

Our servers run on RedHat Linux, FreeBSD, and
Solaris platforms using Apache and Netscape servers. These
servers are maintained at Qwest in Sunnyvale, California, China
Telecom Corporation in China, Seednet and Hinet in Taipei,
Taiwan, and iAdvantage and NewT&T in Hong Kong. We believe
that these hosting partners provide significant operating
advantages, including an enhanced ability to protect our systems
from power loss, break-ins and other potential external causes
of service interruption. They provide continuous customer
service, multiple connections to the Internet and a continuous
power supply to our systems. In addition, we conduct online
monitoring of all our systems for accessibility, load, system
resources, network-server intrusion and timeliness of content.

Competition

The market for web sites offering online content
and services targeting the global Chinese community is
competitive and we expect competition to increase in the future.
Many of the companies attempting to address this market by
offering portal, content and e-commerce services to distinct
local markets within greater China. In turn, these companies
compete with SINA for user traffic, advertising revenue,
e-commerce transactions, short messaging service and other
fee-based services, and potential partners. The Internet market
is still developing and the competition is expected to be
intense. Our primary competitors in greater China include
China.com, Netease, Sohu.com, Tom.com and Yahoo! China.

7



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We also face competition from providers of
software and other Internet products and services that
incorporate search and retrieval features into their offerings.
In addition, entities that sponsor or maintain high-traffic web
sites or that provide an initial point of entry for Internet
users, such as ISPs, including large, well-capitalized entities
such as Microsoft (MSN), Yahoo!, PCCW-HKT (Netvigator) and AOL,
currently offer and could further develop or acquire content and
services that compete with those that we offer. We expect that
as Internet usage in greater China increases and the greater
China market becomes more attractive to advertisers and for
conducting electronic commerce, large global competitors may
increasingly focus their resources on the greater China market.
We also compete for advertisers with traditional media
companies, such as newspapers, television networks and radio
stations that have a longer history of use and greater
acceptance among advertisers. In addition, providers of Chinese
language Internet tools and services may be acquired by, receive
investments from, or enter into other commercial relationships
with, large, well-established and well-financed Internet, media
or other companies.

Our ability to compete successfully depends on
many factors, including the quality of our content, the breadth,
depth and ease of use of our services, our sales and marketing
efforts and the performance of our technology. See also
Risk Factors  The markets in which we operate
are highly competitive, and we may be unable to compete
successfully against new entrants and established industry
competitors, many of which have greater financial resources than
we do or currently enjoy a superior market position than we
do.

Government Regulation and Legal
Uncertainties

The Chinese government has enacted an extensive
regulatory scheme governing the operation of our business.
Various Chinese governmental authorities, such as the Ministry
of Information Industry, or MII, the State Administration of
Industry and Commerce, or SAIC, and the Ministry of Public
Security regulate the Chinese Internet industry.



| |                       
| | ----------------------
| | Applicable Regulations

On September 25, 2000, the Measures for the
Administration of Internet Information Services, or the ICP
Measures, went into effect. Under the ICP Measures, any entity
that provides information to online users of the Internet is
obliged to obtain an operating license from the MII or its local
branch at the provincial level in accordance with the Telecom
Regulations described below. The ICP Measures also reiterated
Internet content restrictions that had been promulgated by other
ministries over the past few years. Moreover, the ICP Measures
stipulate that ICPs must obtain the prior consent of the MII
prior to establishing an equity or cooperative joint venture
with a foreign partner. On January 4, 2001, the MII issued
an ICP license to Beijing SINA Internet Information Services
Co., Ltd., an entity that the Company has a contractual
arrangement with to operate its website in China. See also
Business  Corporate Structure. On
July 25, 2001, this entity also obtained a permit to
operate its bulletin board systems pursuant to additional ICP
Measure regulations issued on April 23, 2001 requiring all
companies that operate bulletin board systems, or BBS, to obtain
official permits.

On October 1, 2000, the Telecommunications
Regulations of the Peoples Republic of China, or the
Telecom Regulations, went into effect. The Telecom Regulations
reiterated the long-standing principle that telecommunications
service providers need to procure an operating license as a
mandatory precondition for the commencement of operations. Under
current Chinese regulations, therefore, foreign companies such
as SINA cannot own or operate value-added telecommunications
business in China. Consequently, we conduct our business in
China through two separate Chinese business entities. For a
description of the contractual arrangements we have with these
entities, please see Risk Factors  We have
attempted to comply with the strict licensing and registration
requirements of the PRC government by entering into agreements
with two Chinese entities majority owned by our employees; if
the PRC government finds that these agreements do not comply
with the licensing requirements, our business in the PRC will be
adversely affected. In the opinion of our Chinese counsel,
the ownership of Beijing SINA Information Technology CO. Ltd.,
or BSIT, (formerly known as Beijing Stone Rich Sight Information
Technology Co. Ltd., or BSRS) and its businesses comply with
existing Chinese laws and regulations. Nevertheless, if we are
not viewed as complying with these policies or any regulations
that may be created relating to foreign ownership of
Internet-related businesses, the

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Chinese government could require us to
discontinue our operations in China or take other actions that
could harm our business.


In October 2000, the Provisional Regulations for
the Administration of Web Site Operation of News Publication
Services were jointly promulgated by the State Council
Information Office and MII. These regulations stipulate that
general web sites established by non-news organizations may
publish news released by certain official news agencies, if they
satisfy the requirements set forth in Article 9, but may
not publish news items produced by themselves or news sources
from elsewhere. The aforementioned requirements include the
following:



| |   |                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | they must have a purpose and guidelines with
    respect to online news services that comply with laws and
    regulations,                                                                                                                                                                                                                    
|
| |  | they must have the necessary news editorial
    departments, funds, equipment and premises,                                                                                                                                                                                                                                                    
|
| |  | they must have professional staff in charge of
    editing who are experienced in journalism and are qualified at a
    medium or higher level to hold technical positions in
    journalism, and an appropriate number of editorial staff who are
    qualified at a medium or higher level to hold technical
    positions in journalism; and
|
| |  | they shall have news sources such as State news
    agencies, news bureau of departments under the State Council or
    news agencies directly under the provinces, autonomous regions
    or directly-administered municipalities.                                                                                                            

The above regulations also require the general
web sites of non-news organizations to apply to the State
Council Information Office for approval after securing the
consent of the State Council Information Office at the
provincial level, before they commence operating news
dissemination services. Besides, the general web sites intending
to publish the news released by the aforementioned news agencies
or bureaus must enter into agreements with them and submit
copies of those agreements to the relevant administration
department. On December 27, 2000, the State Council
Information Office approved Beijing SINA Internet Information
Services Co., Ltd. to develop online news
dissemination services.

On December 11, 2001, the day China formally
joined the WTO, the PRC State Council promulgated the
Regulations for the Administration of Foreign-Invested
Telecommunications Enterprises, or the FI Telecom Regulations,
which became effective on January 1, 2002. The FI Telecom
Regulations stipulate that the foreign party to a
foreign-invested telecommunications enterprise can hold equity
share in such foreign-invested telecommunications enterprise
that provides basic telecom services or value-added telecom
services ultimately not to exceed 49% or 50% respectively. The
Administrative Measures for Telecommunications Business
Operating License, were promulgated by MII on January 4,
2002 to supplement the FI Telecom Regulations. The Measures
confirm that the MII is the competent approval authority for
foreign-invested telecom enterprises. However, there are still
some uncertainties regarding the interpretation and application
of the FI Telecom Regulations.

The scope and enforcement of these regulations is
uncertain given their recent enactment. Moreover, we cannot
predict the effect of further developments in the Chinese legal
system, particularly with regard to the Internet, including the
promulgation of new laws, changes to existing laws or the
interpretation or enforcement of laws. For a description of how
the unsettled nature of Chinese regulations may affect our
business, please see Risk Factors  We may not
be in compliance with Chinese government regulations relating to
foreign investment prohibitions and, if so determined, the
Chinese government could cause us to discontinue our operations
in China and Risk Factors  Even if we are
in compliance with Chinese governmental regulations relating to
licensing and foreign investment prohibitions, the Chinese
government may prevent us from distributing, and we may be
subject to liability for, content that it believes is
inappropriate.

Intellectual Property and Proprietary
Rights

We rely on a combination of copyright, trademark
and trade secret laws and restrictions on disclosure to protect
our intellectual property rights. Despite our efforts to protect
our proprietary rights, unauthorized

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parties may attempt to copy or otherwise obtain
and use our technology. Monitoring unauthorized use of our
products is difficult and costly, and we cannot be certain that
the steps we have taken will prevent misappropriations of our
technology, particularly in foreign countries where the laws may
not protect our proprietary rights as fully as in the United
States. From time to time, we may have to resort to litigation
to enforce our intellectual property rights, which could result
in substantial costs and diversion of our resources.


In addition, third parties may initiate
litigation against us alleging infringement of their proprietary
rights. In the event of a successful claim of infringement and
our failure or inability to develop non-infringing technology or
license the infringed or similar technology on a timely basis,
our business could be harmed. In addition, even if we are able
to license the infringed or similar technology, license fees
could be substantial and may adversely affect our results of
operations. See Risk Factors  We may not be
able to adequately protect our intellectual property, which
could cause us to be less competitive and
 We may be exposed to infringement claims by
third parties, which, if successful, could cause us to pay
significant damage awards.

Corporate Structure

SINA.com is a holding company owning a 100%
interest in six subsidiaries:



| |   |                                                                              
| | - | -----------------------------------------------------------------------------
| |  | Rich Sight Investment Limited, or RSIL, a Hong
    Kong company,             
|
| |  | SINA.com (Hong Kong) Limited, a Hong Kong company,                           
|
| |  | SINA.com Online, a California corporation,                                   
|
| |  | SINA.com (B.V.I.) Ltd., a British Virgin Islands
    company,                
|
| |  | Beijing SINA Internet Technology Services Co.,
    Ltd., a China Company, and
|
| |  | Shanghai SINA Online Information Technology Co.,
    Ltd., a China Company.  

RSIL was formed in March 1993 to hold an interest
in Beijing SINA Information Technology Co. Ltd., or
BSIT, (formerly known as Beijing Stone Rich Sight Information
Technology Co. Ltd., or BSRS). BSIT was formed as a
Sino-Foreign joint venture company based in Beijing, China
between RSIL and a third party, Beijing Stone Electronic
Technology Co., Ltd., a China company. BSIT began
operations in December 1993 as a computer software company
focused on providing solutions to computer users wishing to
communicate in Chinese. In May 1996, BSIT launched our online
network, then called SRSnet.com, offering Chinese language news,
information and community features such as bulletin boards and
chat services targeted at online users in China. In July 1997,
SRS International Limited, a Cayman Island company, was formed
to become the holding company for RSIL.

In March 1999, we expanded our online network by
acquiring Sinanet.com, a leading Chinese language Internet
content company with offices in California and Taiwan and two
distinct web sites targeting Chinese users in North America and
Taiwan. In connection with the acquisition, we changed the name
of Sinanet.com to SINA.com Online and the name of the holding
company from SRS International Limited to SINA.com. In July
1999, we continued our network expansion by launching our Hong
Kong destination web site targeting Chinese users in Hong Kong.

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The diagram below illustrates our current
operating structure:

(DIAGRAM)

To comply with Chinese regulations, BSIT entered
into agreements with two limited liability companies
incorporated in China: Beijing SINA Interactive
Advertising Co., Ltd. (the Ad Company) and
Beijing SINA Internet Information Services Co., Ltd. (the
ICP Company). The Ad Company is a Chinese
advertising company that is 75% owned by Yan Wang, our president
and 25% owned by BSIT. The ICP Company is a Chinese Internet
content provider that is 30% owned by Daniel Mao, our chief
executive officer, 30% owned by Yan Wang and 40% by four other
employees of the Company. All individual shareholders of the Ad
Company and the ICP Company are required under their agreements
with BSIT to transfer their interest in the Ad Company or the
ICP Company to BSIT or to any person specified by BSIT at any
time at BSITs request, provided that such transfer will
not be in violation of Chinese laws and regulations. Through
ten-year proxies, BSIT has complete voting control over the Ad
Company and the ICP Company. In the opinion of SINAs
Chinese counsel, the ownership of BSIT and its businesses comply
with existing Chinese laws and regulations.

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Pursuant to these agreements, the ICP Company is
responsible for operating www.sina.com.cn in connection with its
Internet content company license and sells advertising space on
the China web site to the Ad Company. The Ad Company, in turn,
places advertisements in this space for third parties under its
advertising license. In addition, BSIT has licensed intellectual
property and transferred equipment to the ICP Company, and acts
as the ICP Companys provider of technical services, all in
exchange for fees or other payments. BSIT also serves as a
consultant and service provider to the Ad Company for its
domestic Chinese customers. Substantially all of the income
received from advertising sales by the Ad Company and ICP
Company is paid to BSIT.

Employees

As of June 30, 2002, we had 451 full-time
employees, of whom 412 were employed outside the United States.
From time to time we employ independent contractors to support
our production, engineering, marketing, and sales departments.
Our Chinese employees are members of a labor association that
represents employees with respect to labor disputes and other
employee matters. We have never experienced a work stoppage or a
labor dispute that has interfered with our operations.

Risk Factors



| |                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Because our operating history is limited
    and the revenue and income potential of our business and markets
    are unproven, we cannot predict whether we will meet internal or
    external expectations of future performance.

We believe that our future success depends on our
ability to significantly increase revenue from our operations,
for which we have a limited operating history. Accordingly, our
prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in an early
stage of development. These risks include our ability to:
attract advertisers; attract a larger audience to our network;
derive revenue from our users from fee-based Internet services;
respond effectively to competitive pressures and address the
effects of strategic relationships or corporate combinations
among our competitors; maintain our current, and develop new,
strategic relationships; increase awareness of the SINA.com
brand and continue to build user loyalty; attract and retain
qualified management and employees; upgrade our technology to
support increased traffic and expanded services; and expand the
content and services on our network.



| |                                                                 
| | ----------------------------------------------------------------
| | We have a history of losses and we
    anticipate future losses.

We have never been profitable. As of
June 30, 2002, we had an accumulated deficit of
approximately $115.4 million. We anticipate that we will
continue to incur operating losses for the foreseeable future
due to the uncertainty of our ability to increase revenue. As a
result, we cannot be certain when or if we will achieve
profitability. If we do not achieve or sustain profitability,
the market price of our ordinary shares may decline.



| |                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We are relying on advertising sales as a
    significant part of our future revenue, but the Internet has not
    been proven as a source of significant advertising revenue in
    greater China.

Our revenue growth is dependent on increased
revenue from the sale of advertising space on our network and
the acceptance and use of electronic commerce. Online
advertising in greater China is an unproven business and many of
our current and potential advertisers have limited experience
with the Internet as an advertising medium, have not
traditionally devoted a significant portion of their advertising
expenditures or other available funds to web-based advertising,
and may not find the Internet to be effective for promoting
their products and services relative to traditional print and
broadcast media. Our ability to generate and maintain
significant advertising revenue will depend on a number of
factors, many of which are beyond our control, including: the
development of a large base of users possessing demographic
characteristics attractive to advertisers; downward pressure on
online advertising prices; the development of independent and
reliable means of verifying levels of online advertising and
traffic; and the effectiveness of our advertising delivery,
tracking and reporting systems.

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If the Internet does not become more widely
accepted as a medium for advertising, our ability to generate
increased revenue will be negatively affected.



| |                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We are relying on electronic commerce as a
    significant part of our future revenue, but the Internet has not
    yet been proven as an effective commerce medium in greater
    China.

Our revenue growth also depends on the increasing
acceptance and use of electronic commerce in greater China. The
Internet may not become a viable commercial marketplace in Asia
for various reasons, many of which are beyond our control,
including: inexperience with the Internet as a sales and
distribution channel; inadequate development of the necessary
infrastructure to facilitate electronic commerce; concerns about
security, reliability, cost, ease of deployment, administration
and quality of service associated with conducting business over
the Internet; and inexperience with credit card usage or with
other means of electronic payment in China.

If the Internet does not become more widely
accepted as a medium for electronic commerce, our ability to
generate increased revenue will be negatively affected.



| |                                                                             
| | ----------------------------------------------------------------------------
| | We rely on fee-based services for a
    significant portion of our revenues.

Substantially all our revenue growth for the year
ended June 30, 2002 was from the development of our
fee-based Internet services consisting primarily of short
messaging service, paid email service and subscription service.
For the years ended June 30, 2002 and 2001, our revenues
from short messaging services accounted for 45% and 2%,
respectively, of our total non-advertising revenues and we are
deriving an increasing portion of our revenues from these
services. If users do not adopt our fee-based Internet services
at a sufficient rate, our revenues will be negatively affected.

Our short messaging services depend mainly on the
cooperation of China Mobile Communication Corporation
(CMCC) and its subsidiaries and to a lesser extent
China Unicom Co., Ltd. We rely on CMCC and Unicom for providing
the network and gateway for our short messaging services. We
also utilize their billing systems to collect service fees from
our short messaging subscribers.

If CMCCs or Unicoms systems encounter
technical problems, they refuse to cooperate with us, our short
messaging services may cease or be severely disrupted, which
would have a significant and adverse impact on our operating
results.



| |                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Underdeveloped telecommunications
    infrastructure has limited and may continue to limit the growth
    of the internet market in China which, in turn, could limit our
    ability to grow our business.

The telecommunications infrastructure in China is
not well developed. Although private sector ISPs exist in China,
almost all access to the Internet is accomplished through
ChinaNet, Chinas primary commercial network, which is
owned and operated by China Telecom, a state-owned enterprise
directly controlled by Chinese MII. The underdeveloped Internet
infrastructure in China has limited the growth of Internet usage
in China. If the necessary Internet infrastructure is not
developed, or is not developed on a timely basis, future growth
of the Internet in China will be limited and our business could
be harmed.



| |                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We must rely on the Chinese government to
    develop Chinas internet infrastructure and if it does not
    develop this infrastructure our ability to grow our business
    will be hindered.

The Chinese governments interconnecting,
national networks connect to the Internet through
government-owned international gateways, which are the only
channels through which a domestic Chinese user can connect to
the international Internet network. We rely on this backbone and
China Telecom to provide data communications capacity primarily
through local telecommunications lines. Although the Chinese
government has announced plans to develop aggressively the
national information infrastructure, we cannot assure you that
this infrastructure will be developed. In addition, we have no
guarantee that we will have access to alternative networks and
services in the event of any disruption or failure. If the
necessary infrastructure

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standards or protocols or complementary products,
services or facilities are not developed by the Chinese
government, the growth of our business will be hindered.




| |                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | You should not rely on our quarterly
    operating results as an indication of our future performance
    because our results of operations are subject to significant
    fluctuations.

We may experience significant fluctuations in our
quarterly operating results due to a variety of factors, many of
which are outside our control. Factors that may cause our
quarterly operating results to fluctuate include: our ability to
retain existing users, attract new users at a steady rate and
maintain user satisfaction; the announcement or introduction of
new or enhanced services, content and products by us or our
competitors; dependence on a limited number of advertisers, many
of which have agreements with us that are cancelable upon a
specified notice period, and the loss of any major advertiser;
significant news events that increase traffic to our web sites;
technical difficulties, system downtime or Internet failures;
demand for advertising space from advertisers; the amount and
timing of operating costs and capital expenditures relating to
expansion of our business, operations and infrastructure;
governmental regulation; seasonal trends in Internet use; a
shortfall in our revenues relative to our forecasts and a
decline in our operating results due to our inability to adjust
our spending quickly; and general economic conditions and
economic conditions specific to the Internet, electronic
commerce and the greater China market.

As a result of these and other factors, you
should not rely on quarter-to-quarter comparisons of our
operating results as indicators of likely future performance.
Our operating results may be below the expectations of public
market analysts and investors in one or more future quarters. If
that occurs, the price of our ordinary shares could decline and
you could lose part or all of your investment.



| |                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Political and economic conditions in
    greater China are unpredictable and may disrupt our operations
    if these conditions become unfavorable to our
    business.

We expect to derive a substantial percentage of
our revenues from the greater China market. Changes in political
or economic conditions in the region are difficult to predict
and could adversely affect our operations or cause the greater
China market to become less attractive to advertisers, which
could reduce our revenues. We maintain a strong local identity
and presence in each of the regions in the greater China market
and we cannot be sure that we would be able to maintain
effectively this local identity if political conditions were to
change. Furthermore, many countries in Asia have experienced
significant economic downturns since the middle of 1997,
resulting in slower real gross domestic product growth for the
entire region as a result of higher interest rates and currency
fluctuations. If declining economic growth rates persist,
expenditures for Internet access, infrastructure improvements
and advertising could decrease, which would negatively affect
our business and our profitability over time. In addition, the
economic downturn in Asia could also lead to a devaluation of
the currency of China, Taiwan or Hong Kong, which would decrease
our revenues for the greater China region in U.S. dollar terms.

In addition, economic reforms in the region could
affect our business in ways that are difficult to predict. For
example, since the late 1970s, the Chinese government has been
reforming the Chinese economic system to emphasize enterprise
autonomy and the utilization of market mechanisms. Although we
believe that these reforms measures have had a positive effect
on the economic development in China, we cannot be sure that
they will be effective or that they will benefit our business.



| |                                                                                         
| | ----------------------------------------------------------------------------------------
| | We may be adversely affected by Chinese
    government regulation of Internet companies.

The Chinese government heavily regulates its
Internet sector including the legality of foreign investment in
the Chinese Internet sector, the existence and enforcement of
content restrictions on the Internet and the licensing and
permit requirements for companies in the Internet industry.
Because these laws, regulations and legal requirements with
regard to the Internet are relatively new and untested, their
interpretation and enforcement may involve significant
uncertainty. In addition, the Chinese legal system is a civil
law system in which decided legal cases have limited binding
force as legal precedents. As a result, in many cases it is
difficult to determine what actions or omissions may result in
liability.

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Issues, risks and uncertainties relating to China
government regulation of the Chinese Internet sector include the
following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | SINA only has contractual control over its web
    site in China, it does not own it due to the prohibition of
    foreign investment in businesses providing value-added
    telecommunication services, including computer information
    services or electronic mail box services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | On December 11, 2001, the day China formally
    joined the WTO, the PRC State Council promulgated the
    Regulations for the Administration of Foreign-Invested
    Telecommunications Enterprises, or the FI Telecom
    Regulations, which became effective on January 1, 2002. The
    FI Telecom Regulations stipulate that the foreign party to a
    foreign-invested telecommunications enterprise can hold equity
    share in such foreign-invested telecommunications enterprise
    that provides basic telecom services or value-added telecom
    services ultimately not to exceed 49% or 50% respectively. The
    Administrative Measures for Telecommunications Business
    Operating License, were promulgated by MII on January 4,
    2002 to supplement the FI Telecom Regulations. The Measures
    confirm that the MII is the competent approval authority for
    foreign-invested telecom enterprises. However, there are still
    some uncertainties regarding the interpretation and application
    of the FI Telecom Regulations.
|
| |  | The numerous and often vague restrictions on
    acceptable content in China subjects us to potential civil and
    criminal liability, temporary blockage of our web site or
    complete cessation of our web site. For example, the State
    Secrecy Bureau, which is directly responsible for the protection
    of state secrets of all Chinese government and Chinese Communist
    Party organizations, is authorized to block any web site it
    deems to be leaking state secrets or failing to meet the
    relevant regulations relating to the protection of state secrets
    in the distribution of online information.                                                                                                                                                                                                                                                                                                                                                                                                                            

The interpretation and application of existing
Chinese laws and regulations, the stated positions of the MII
and the possible new laws or regulations have created
substantial uncertainties regarding the legality of existing and
future foreign investments in, and the businesses and activities
of, Chinese Internet businesses, including our business.



| |                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We have attempted to comply with the strict
    licensing and registration requirements of the PRC government by
    entering into agreements with two Chinese entities majority
    owned by our employees; if the PRC government finds that these
    agreements do not comply with the licensing requirements, our
    business in the PRC will be adversely affected.

Because the Chinese government restricts foreign
investment in Internet-related businesses, we have restructured
our China Internet operations by forming two Chinese entities to
acquire appropriate government licenses to conduct our business
there. The legal uncertainties associated with the Chinese
government regulation may be summarized as follows: whether the
Chinese government may view our restructuring as being in
compliance with their regulations; whether the Chinese
government may revoke such business licenses; whether the
Chinese government may impose additional regulatory requirements
with which we may not be in compliance; whether the Chinese
government will permit the Chinese entities to acquire future
licenses necessary in order to conduct operations in China; and
whether the Chinese government will restrict or prohibit the
distribution of content over the Internet.

The Chinese government regulates Internet access
and the distribution of news and other information through
strict business licensing and registration requirements and
other governmental regulation. With respect to licensing, our
subsidiary Beijing SINA Information Technology Co. Ltd. or
BSIT, (formerly known as Beijing Stone Rich Sight Information
Technology Co. Ltd., or BSRS), is currently licensed to
operate as a software company. BSIT has entered into agreements
with two Chinese entities: Beijing SINA Interactive
Advertising Co., Ltd., a Chinese advertising company that
is 75% owned by Yan Wang, our president, and 25% owned by BSIT
and which we refer to as the Ad Company, and Beijing SINA
Internet Information Services Co., Ltd., a Chinese Internet
content provider which we refer to as the ICP Company. The ICP
Company is 30% owned by Daniel Mao, our chief executive officer,
30% owned by Yan Wang and 40% owned by four other employees who
each owns 10% of the ICP Company.

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Pursuant to these agreements, the ICP Company is
responsible for operating www.sina.com.cn in connection with its
Internet content company license and sells advertising space on
www.sina.com.cn to the Ad Company. The Ad Company, in turn,
sells advertisements in this space to third parties under its
advertising license. In addition, BSIT has licensed intellectual
property and transferred equipment to the ICP Company, and acts
as the ICP Companys provider of technical services, all in
exchange for fees or other payments. BSIT will also be a
consultant and service provider to the Ad Company for its
domestic Chinese customers.

We cannot be sure that these and other corporate
activities carried out by us will be viewed by Chinese
regulatory authorities as in compliance with applicable
licensing requirements. Our business in China will be adversely
affected if our business license is revoked as a result of
non-compliance. In addition, we cannot be sure that we will be
able to obtain all of the licenses we may need in the future or
that future changes in Chinese government policies affecting the
provision of information services, including the provision of
online services and Internet access, will not impose additional
regulatory requirements on us or our service providers or
otherwise harm our business.



| |                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We depend upon contractual arrangements
    with the ad company and the ICP company for the success of our
    operations in China and these arrangements may not be as
    effective in providing operational control as direct ownership
    of these businesses.

Because we are restricted by the Chinese
government from providing Internet and advertising services
directly in China, we are dependent on the Ad Company, of which
we own 25%, and the ICP Company, of which we have no ownership
interest, to provide such services through contractual
agreements between the parties. This arrangement may not be as
effective in providing control over advertising and Internet
content operations in China as direct ownership of these
businesses. For example, the Ad Company or ICP Company could
fail to take actions required for our business, such as entering
into advertising contracts with potential customers or failing
to maintain our China web site. The ICP Company will also be
able to transact business with third parties not affiliated with
BSIT. If the Ad Company or ICP fails to perform its obligations
under these agreements, we would potentially have to rely on
legal remedies under Chinese law, which we cannot be sure would
be effective.



| |                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We may not be in compliance with Chinese
    government regulations relating to foreign investment
    prohibitions and, if so determined, the Chinese government could
    cause us to discontinue our operations in China.

Chinese government policy prohibits foreign
investment in the telecommunications services industry, which it
has defined to include Internet-related businesses. While we
believe that we are in compliance with current Chinese
government policies, we cannot be sure that the government will
view our business as in compliance with these policies or any
policies that may be made in the future. If we are not viewed as
complying with these policies or any regulations that may be
created relating to foreign ownership of Internet-related
businesses, the Chinese government could require us to
discontinue our operations in China or take other actions that
could harm our business.



| |                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Even if we are in compliance with Chinese
    governmental regulations relating to licensing and foreign
    investment prohibitions, the Chinese government may prevent us
    from distributing, and we may be subject to liability for,
    content that it believes is inappropriate.

China has enacted regulations governing Internet
access and the distribution of news and other information. In
the past, the Chinese government has stopped the distribution of
information over the Internet that it believes to violate
Chinese law, including content that it believes is obscene,
incites violence, endangers national security, is contrary to
the national interest or is defamatory. In addition, we may not
publish certain news items, such as news relating to national
security, without permission from the Chinese government.
Furthermore, the Ministry of Public Security has the authority
to cause any local Internet service provider to block any web
site maintained outside China at its sole discretion. Even if we
comply with Chinese governmental regulations relating to
licensing and foreign investment prohibitions, if the Chinese
government

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were to take any action to limit or prohibit the
distribution of information through our network or to limit or
regulate any current or future content or services available to
users on our network, our business would be harmed.


We are also subject to potential liability for
content on our web sites that is deemed inappropriate and for
any unlawful actions of our subscribers and other users of our
systems under regulations promulgated by the Chinese MII.
Furthermore, we are required to delete content that clearly
violates the laws of China and report content that we suspect
may violate Chinese law. It is difficult to determine the type
of content that may result in liability for us, and if we are
wrong, we may be prevented from operating our web sites.



| |                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We may have to register our encryption
    software with Chinese regulatory authorities, and if they
    request that we change our encryption software, our business
    operations will be disrupted as we develop or license
    replacement software.

Pursuant to the Regulations for the
Administration of Commercial Encryption promulgated at the end
of 1999, foreign and domestic Chinese companies operating in
China are required to register and disclose to Chinese
regulatory authorities the commercial encryption products they
use. Because these regulations have just recently been adopted
and because they do not specify what constitutes encryption
products, we are unsure as to whether or how they apply to us
and the encryption software we utilize. We may be required to
register, or apply for permits with the relevant Chinese
regulatory authorities for, our current or future encryption
software. If Chinese regulatory authorities request that we
change our encryption software, we may have to develop or
license replacement software, which could disrupt our business
operations.



| |                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The markets in which we operate are highly
    competitive, and we may be unable to compete successfully
    against new entrants and established industry competitors, many
    of which have greater financial resources than we do or
    currently enjoy a superior market position than we
    do.

The Asian market for Internet content and
services is competitive and rapidly changing. Barriers to entry
are minimal, and current and new competitors can launch new web
sites at a relatively low cost. Many companies offer Chinese
language content and services, including informational and
community features, and email and electronic commerce services
in the greater China market that may be competitive with our
future offerings. We also face competition from providers of
software and other Internet products and services that
incorporate search and retrieval features into their offerings.
In addition, entities that sponsor or maintain high-traffic web
sites or that provide an initial point of entry for Internet
users, such as ISPs, including large, well-capitalized entities
such as Microsoft (MSN), Yahoo!, PCCW-HKT (Netvigator) and AOL,
currently offer and could further develop or acquire content and
services that compete with those that we offer. We expect that
as Internet usage in greater China increases and the greater
China market becomes more attractive to advertisers and for
conducting electronic commerce, large global competitors may
increasingly focus their resources on the greater China market.
We also compete for advertisers with traditional media
companies, such as newspapers, television networks and radio
stations, that have a longer history of use and greater
acceptance among advertisers. In addition, providers of Chinese
language Internet tools and services may be acquired by, receive
investments from or enter into other commercial relationships
with large, well-established and well-financed Internet, media
or other companies.

A number of our current and potential future
competitors have greater financial and other resources than we
have, and may be able to more quickly react to changing consumer
requirements and demands, deliver competitive services at lower
prices and more effectively respond to new Internet technologies
or technical standards.

Increased competition could result in reduced
page views, loss of market share and lower profit margins from
reduced pricing for Internet-based services.

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| |                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If we fail to develop successfully and
    introduce new products and services, our competitive position
    and ability to generate revenues will be harmed.

We are developing new products and services. The
planned timing or introduction of new products and services is
subject to risks and uncertainties. Actual timing may differ
materially from original plans. Unexpected technical,
operational, distribution or other problems could delay or
prevent the introduction of one or more of our new products or
services. Moreover, we cannot be sure that any of our new
products and services will achieve widespread market acceptance
or generate incremental revenue.



| |                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We have contracted with third parties to
    provide content and services for our portal network and to
    distribute our software, and we may lose users and revenue if
    these arrangements are terminated.

We have arrangements with a number of third
parties to provide content and services to our web sites and to
distribute our software. In the area of content, we have relied
and will continue to rely almost exclusively on third parties
for content that we publish under the SINA brand. Although no
single third party content provider is critical to our
operations, if these parties fail to develop and maintain
high-quality and successful media properties, or if a large
number of our existing relationships are terminated, we could
lose users and advertisers and our brand could be harmed. We
have recently experienced fee increase from some of our content
providers. If this trend continues, our gross profit from online
advertising may be adversely affected.

In the area of web-based services, we have
contracted with OpenFind for integrated web search technology to
complement our directory and navigational guide, and with
Critical Path for our email services and third-party providers
for our principal Internet connections. If we experience
significant interruptions or delays in service, or if these
agreements terminate or expire, we may incur additional costs to
develop or secure replacement services and our relationship with
our users could be harmed.

Substantial part of our e-commerce and other
revenues is generated through short messaging services where we
depend on mobile network operators for message delivery and
payment collection. If we were unable to continue this
arrangement, our short messaging services would be severely
disrupted.

We depend on a third partys proprietary and
licensed advertising serving technology to deliver
advertisements to our network. If the third party fails to
continue to support its technology or if its services fail to
meet the advertising needs of our customers and we cannot find
an alternative solution on a timely basis, our advertising
revenue would decline.

In order to create traffic for our online
properties and make them more attractive to advertisers and
consumers, we have entered into distribution agreements and
informal relationships with ISPs and personal computer
manufacturers for the distribution of our software. These
distribution arrangements typically are non-exclusive, and may
be terminated upon little or no notice. If our software
distributors were to terminate or modify their distribution
arrangements, our ability to promote our network and generate
revenue could be harmed.



| |                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------
| | Our business and growth will suffer if we
    are unable to hire and retain key personnel that are in high
    demand.

We depend upon the continued contributions of our
senior management and other key personnel, many of whom are
difficult to replace. The loss of the services of any of our
executive officers or other key employees could harm our
business. We have experienced recent changes to our executive
management team. In January 2001, Charles Chao was appointed as
chief financial officer, replacing Victor Lee, and in June 2001,
Daniel Mao was appointed as chief executive officer and Yan Wang
was appointed as president, replacing Zhidong Wang. Our future
success will also depend on our ability to attract and retain
highly skilled technical, managerial, editorial, marketing and
customer service personnel, especially qualified personnel for
our international operations in greater China. In particular, we
have experienced difficulty in hiring and retaining qualified
personnel for our Hong Kong office and may experience similar
problems in our other regional offices. Qualified individuals
are in high demand, and we may not be able to successfully
attract, assimilate or retain the personnel we need to succeed.

18



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| |                                                                                                          
| | ---------------------------------------------------------------------------------------------------------
| | We may not be able to manage our expanding
    operations effectively, which could harm our
    business.

We anticipate significant expansion of our
business as we address growth in our customer base and market
opportunities. In addition, the geographic dispersion of our
operations requires significant management resources that our
locally-based competitors do not need to devote to their
operations. In order to manage the expected growth of our
operations and personnel, we will be required to improve
existing and implement new operational and financial systems,
procedures and controls, and to expand, train and manage our
growing employee base. Further, our management will be required
to maintain and expand our relationships with various other Web
Sites, Internet and other online service providers and other
third parties necessary to our business. We cannot assure you
that our current and planned personnel, systems, procedures and
controls will be adequate to support our future operations.



| |                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------
| | Our strategy of acquiring complementary
    assets, technologies and businesses may fail and may result in
    equity or earnings dilution.

As part of our business strategy, we have
acquired and intend to identify and acquire assets, technologies
and businesses that are complementary to our existing business.
Acquisition could result in the use of substantial amounts of
cash, potentially dilutive issuances of equity securities,
significant amortization expenses related to goodwill and other
intangible assets and exposure to potential unknown liabilities
of acquired business. Moreover, the costs of identifying and
consummating acquisitions may be significant. In addition, we
may have to obtain approval from the relevant PRC governmental
authorities for the acquisitions and have to comply with any
applicable PRC rules and regulations.



| |                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Concerns about the security of electronic
    commerce transactions and confidentiality of information on the
    internet may reduce use of our network and impede our
    growth.

A significant barrier to electronic commerce and
communications over the Internet in general has been a public
concern over security and privacy, especially the transmission
of confidential information. If these concerns are not
adequately addressed, they may inhibit the growth of the
Internet and other online services generally, especially as a
means of conducting commercial transactions. If a
well-publicized Internet breach of security were to occur,
general Internet usage could decline, which could reduce traffic
to our destination sites and impede our growth.



| |                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Currency fluctuations and restrictions on
    currency exchange may adversely affect our business, including
    limiting our ability to convert Chinese renminbi into foreign
    currencies and, if renminbi were to decline in value, reducing
    our revenues in U.S. dollar terms.

We generate revenues and incur expenses and
liabilities in Chinese renminbi, Taiwan dollars, Hong Kong
dollars, and U.S. dollars. As a result, we are subject to the
effects of exchange rate fluctuations with respect to any of
these currencies. For example, the value of the renminbi depends
to a large extent on Chinas domestic and international
economic and political developments, as well as supply and
demand in the local market. Since 1994, the official exchange
rate for the conversion of renminbi to U.S. dollars has
generally been stable and the renminbi has appreciated slightly
against the U.S. dollar. However, given recent economic
instability and currency fluctuations, we can offer no assurance
that the renminbi will continue to remain stable against the
U.S. dollar or any other foreign currency. Our results of
operations and financial condition may be affected by changes in
the value of renminbi and other currencies in which our earnings
and obligations are denominated. We have not entered into
agreements or purchased instruments to hedge our exchange rate
risks, although we may do so in the future.

Although Chinese governmental policies were
introduced in 1996 to allow the convertibility of renminbi into
foreign currency for current account items, conversion of
renminbi into foreign exchange for capital items, such as
foreign direct investment, loans or securities, requires the
approval of the State Administration of Foreign Exchange, or
SAFE, which is under the authority of the Peoples Bank of
China. These approvals, however, do not guarantee the
availability of foreign currency. We cannot be sure that we will
be able to obtain all required conversion approvals for our
operations or that Chinese regulatory authorities will not impose

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greater restrictions on the convertibility of the
renminbi in the future. Because a significant amount of our
future revenues may be in the form of renminbi, our inability to
obtain the requisite approvals or any future restrictions on
currency exchanges will limit our ability to utilize revenue
generated in renminbi to fund our business activities outside
China.




| |                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our operations could be disrupted by
    unexpected network interruptions caused by system failures,
    natural disasters or unauthorized tamperings with our
    systems.

The continual accessibility of our web sites and
the performance and reliability of our network infrastructure
are critical to our reputation and our ability to attract and
retain users, advertisers and merchants. Any system failure or
performance inadequacy that causes interruptions in the
availability of our services or increases the response time of
our services could reduce our appeal to advertisers and
consumers. Factors that could significantly disrupt our
operations include: system failures and outages caused by fire,
floods, earthquakes, power loss, telecommunications failures and
similar events; software errors; computer viruses, break-ins and
similar disruptions from unauthorized tampering with our
computer systems; and security breaches related to the storage
and transmission of proprietary information, such as credit card
numbers or other personal information.

We have limited backup systems and redundancy.
Recently, we experienced an unauthorized tampering of the mail
server of our China web site which briefly disrupted our
operations. Future disruptions or any of the foregoing factors
could damage our reputation, require us to expend significant
capital and other resources and expose us to a risk of loss or
litigation and possible liability. We do not carry sufficient
business interruption insurance to compensate for losses that
may occur as a result of any of these events. Accordingly, our
revenues and results of operations may be adversely affected if
any of the above disruptions should occur.



| |                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------
| | The law of the internet remains largely
    unsettled, which subjects our business to legal uncertainties
    that could harm our business.

Due to the increasing popularity and use of the
Internet and other online services, it is possible that a number
of laws and regulations may be adopted with respect to the
Internet or other online services covering issues such as user
privacy, pricing, content, copyrights, distribution, antitrust
and characteristics and quality of products and services.
Furthermore, the growth and development of the market for
electronic commerce may prompt calls for more stringent consumer
protection laws that may impose additional burdens on companies
conducting business online. The adoption of any additional laws
or regulations may decrease the growth of the Internet or other
online services, which could, in turn, decrease the demand for
our products and services and increase our cost of doing
business.

Moreover, the applicability to the Internet and
other online services of existing laws in various jurisdictions
governing issues such as property ownership, sales and other
taxes, libel and personal privacy is uncertain and may take
years to resolve. For example, tax authorities in a number of
states in the U.S. are currently reviewing the appropriate tax
treatment of companies engaged in electronic commerce, and new
state tax regulations may subject us to additional state sales
and income taxes. Any new legislation or regulation, the
application of laws and regulations from jurisdictions whose
laws do not currently apply to our business, or the application
of existing laws and regulations to the Internet and other
online services could significantly disrupt our operations.



| |                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We may be subject to claims based on the
    content we provide over our network and the products and
    services sold on our network, which, if successful, could cause
    us to pay significant damage awards.

As a publisher and distributor of content and a
provider of services over the Internet, we face potential
liability for: defamation, negligence, copyright, patent or
trademark infringement and other claims based on the nature and
content of the materials that we publish or distribute; the
selection of listings that are accessible through our branded
products and media properties, or through content and materials
that may be posted by users in our classifieds, message board
and chat room services; losses incurred in reliance on any
erroneous information published by us, such as stock quotes,
analyst estimates or other trading information; unsolicited

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email, lost or misdirected messages, illegal or
fraudulent use of email or interruptions or delays in email
service; and product liability, warranty and similar claims to
be asserted against us by end users who purchase goods and
services through our SinaMall and any future electronic commerce
services we may offer.


We may incur significant costs in investigating
and defending any potential claims, even if they do not result
in liability. Although we carry general liability insurance, our
insurance may not cover potential claims of this type or be
adequate enough to indemnify us against all potential
liabilities.



| |                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | Privacy concerns may prevent us from
    selling demographically targeted advertising in the future and
    make us less attractive to advertisers.

We collect personal data from our user base in
order to understand better our users and their needs and to help
our advertisers target specific demographic groups. If privacy
concerns or regulatory restrictions prevent us from selling
demographically targeted advertising, we may become less
attractive to advertisers. For example, as part of our future
advertisement delivery system, we may integrate user information
such as advertisement response rate, name, address, age or email
address, with third-party databases to generate comprehensive
demographic profiles for individual users. In Hong Kong,
however, we would be in violation of the Hong Kong Personal Data
Ordinance unless individual users expressly consented to this
integration of their personal information. The Ordinance
provides that an Internet company may not collect information on
its users, analyze the information for a profile of the
users interests and sell or transmit the profiles to third
parties for direct marketing purposes without the users
consent. If we are unable to construct demographic profiles for
Internet users because they refuse to give consent, we will be
less attractive to advertisers and our business will suffer.



| |                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------
| | We may not be able to adequately protect
    our intellectual property, which could cause us to be less
    competitive.

We rely on a combination of copyright, trademark
and trade secret laws and restrictions on disclosure to protect
our intellectual property rights. Despite our efforts to protect
our proprietary rights, unauthorized parties may attempt to copy
or otherwise obtain and use our technology. Monitoring
unauthorized use of our products is difficult and costly, and we
cannot be certain that the steps we have taken will prevent
misappropriations of our technology, particularly in foreign
countries where the laws may not protect our proprietary rights
as fully as in the United States. From time to time, we may have
to resort to litigation to enforce our intellectual property
rights, which could result in substantial costs and diversion of
our resources.



| |                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------
| | We may be exposed to infringement claims by
    third parties, which, if successful, could cause us to pay
    significant damage awards.

Third parties may initiate litigation against us
alleging infringement of their proprietary rights. In the event
of a successful claim of infringement and our failure or
inability to develop non-infringing technology or license the
infringed or similar technology on a timely basis, our business
could be harmed. In addition, even if we are able to license the
infringed or similar technology, license fees could be
substantial and may adversely affect our results of operations.



| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We may be classified as a Passive Foreign
    Investment Company or as a Foreign Personal Holding Company,
    which could result in adverse U.S. tax consequences to
    you.

Based upon the nature of our income and assets,
we may be classified as a passive foreign investment company, or
PFIC, or as a foreign personal holding company, or FPHC, by the
United States Internal Revenue Service for U.S. federal income
tax purposes. This characterization could result in adverse U.S.
tax consequences to you. For example, if we are a PFIC, our U.S.
investors will become subject to increased tax liabilities under
U.S. tax laws and regulations and will become subject to more
burdensome reporting requirements. We believe that we were not a
PFIC or an FPHC for fiscal 2002 or previous years, and we do not
expect to be either in the future. However, the determination of
whether or not we are a PFIC or an FPHC is made on an annual
basis, and those determinations depend on the composition of our
income and assets, in

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the case of the PFIC rules, and income and
shareholders, in the case of the FPHC rules, from time to time.
Although in the past we have operated our business, and in the
future we intend to operate our business so as to minimize the
risk of PFIC or FPHC treatment, you should be aware that certain
factors that could affect our classification as PFIC or FPHC are
out of our control. For example, the calculation of assets for
purposes of the PFIC rules depends in large part upon the amount
of our goodwill, which in turn is based, in part, on the then
market value of our shares, which is subject to change.
Similarly, the composition of our income and assets is affected
by the extent to which we spend the cash we have raised on
acquisitions and capital expenditures. Therefore, we cannot be
sure that we will not be a PFIC or an FPHC for the current or
any future taxable year.




| |                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our stock price has been volatile
    historically, which may make it more difficult for you to resell
    shares when you want at prices you find
    attractive.

The trading price of our common stock has been
and may continue to be subject to wide fluctuations. During
fiscal year 2002, the closing sale prices of our common stock on
the Nasdaq Stock Market ranged from $1.06 to $1.90 and the sale
price of our common stock closed at $2.44 on August 30,
2002. Our stock price may fluctuate in response to a number of
events and factors, such as quarterly variations in operating
results, announcements of technological innovations or new
products and media properties by us or our competitors, changes
in financial estimates and recommendations by securities
analysts, the operating and stock price performance of other
companies that investors may deem comparable, and news reports
relating to trends in our markets. In addition, the stock market
in general, and the market prices for Internet-related companies
in particular, have experienced extreme volatility that often
has been unrelated to the operating performance of such
companies. These broad market and industry fluctuations may
adversely affect the price of our stock, regardless of our
operating performance.



| |                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------
| | Recent terrorist activities and resulting
    military and other actions could adversely affect our
    business.

The terrorist acts in New York, Washington, D.C.
and Pennsylvania on September 11, 2001 have created an
uncertain economic environment and we are unable to predict the
impact these events, or the responses thereto, will have on the
Companys business. The continued threat of terrorism
within the United States and abroad and military action and
heightened security measures in response to such threat may
cause significant economic disruptions throughout the world. Our
business, results of operations and financial condition could be
materially and adversely affected to the extent such disruptions
result in our inability to effectively market and sell our
services and software.




Item 2.     Properties

In San Mateo, California, we have entered into a
sublease agreement that expires in February 2004. In Hong Kong,
we have entered into a three-year lease agreement that expires
in January 2003. In Beijing, we have offices under two lease
agreements with expiration dates March 2004 and June 2007. In
Shanghai, we have entered into a three-year lease agreement that
expires in August 2005. We have entered into a lease agreement
for our Taipei office that expires in December 2002. We have
also leased sales and marketing spaces in Guangzhou and
Shenzhen. We believe that our existing facilities are adequate
to meet our current requirements, and that future growth can be
accommodated by leasing additional or alternative space.




Item 3.     Legal
Proceedings

As of the date of this Form 10-K, there are
no material legal proceedings pending or, to the best of our
knowledge, threatened against us.




Item 4.     Submission
of Matters to a Vote of Security Holders

No matters were submitted to a vote of our
shareholders during the last quarter of the fiscal year ended
June 30, 2002.

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PART II




Item 5.     Market
for the Registrants Common Equity and Related Shareholder
Matters

(a) Market Information

SINA.com Ordinary Shares are quoted on the Nasdaq
National Market System under the symbol SINA since
April 13, 2000. The following table sets forth the high and
low closing sales prices of the Companys Ordinary Shares
for each period indicated as reported on the Nasdaq Stock Market:

|                         |                |      |  |       |  |  |  |       | 
|------------------------ | -------------- | ---- |  | ----- |  |  |  | ----- | 
|                         |                | High |  | Low  
|                         |                |      |  |      
|Year Ended June 30, 2001 |                |      |  |       |  |  |  |      
|                         | First Quarter  |      |  | 31.00 |  |  |  | 14.13 | 
|                         | Second Quarter |      |  | 12.38 |  |  |  | 3.13  | 
|                         | Third Quarter  |      |  | 4.31  |  |  |  | 1.50  | 
|                         | Fourth Quarter |      |  | 2.35  |  |  |  | 1.50  | 
|Year Ended June 30, 2002 |                |      |  |       |  |  |  |      
|                         | First Quarter  |      |  | 1.90  |  |  |  | 1.08  | 
|                         | Second Quarter |      |  | 1.68  |  |  |  | 1.06  | 
|                         | Third Quarter  |      |  | 1.72  |  |  |  | 1.48  | 
|                         | Fourth Quarter |      |  | 1.75  |  |  |  | 1.40  | 

The closing price of the Companys Ordinary
Share on the Nasdaq Stock Market on August 30, 2002 was
$2.44.

(b) Holders

As of August 30, 2002, the Company had
approximately 285 shareholders of record, although the Company
believes that there is a significantly larger number of
beneficial owners of its Ordinary Shares.

(c) Dividends

The Company has not declared or paid any cash
dividends on its Ordinary Shares at any time and has no present
plans to do so in the future.

(d) Securities authorized for issuance
under equity compensation plans

The following table sets forth information for
our equity compensation plans as of June 30, 2002:

|                                                               |  |                         |           |                      |  |                         |      |  |  |  |           | 
|-------------------------------------------------------------- |  | ----------------------- | --------- | -------------------- |  | ----------------------- | ---- |  |  |  | --------- | 
|                                                               |  | Number of Securities to |           | Weighted Average     |  |                        
|                                                               |  | be Issued upon Exercise |           | Exercise Price of    |  | Number of Securities   
|                                                               |  | of Outstanding Options, |           | Outstanding Options, |  | Remaining Available for
|Plan Category                                                  |  | Warrants and Rights     |           | Warrants and Rights  |  | Future Issuance        
|                                                               |  |                         |           |                      |  |                        
|                                                               |  | (a)                     |           | (b)                  |  | (c)                    
|Equity compensation plans approved by security
    holders     |  |                         | 5,551,000 |                      |  | $                       | 3.75 |  |  |  | 6,550,000 | 
|Equity compensation plans not approved by
    security holders |  |                         |          |                      |  |                         | N/A  |  |  |  |          | 
|Total                                                          |  |                         | 5,551,000 |                      |  | $                       | 3.75 |  |  |  | 6,550,000 | 

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Item 6.     Selected
Financial Data

The selected consolidated financial data below
should be read in conjunction with Managements
Discussion and Analysis of Financial Condition and Results of
Operations, the consolidated financial statements and
notes thereto and the other information contained in this
Form 10-K.

|                                                                               |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |       | 
|------------------------------------------------------------------------------ | --------------------------------- | ---------------------------------------- | ------- | ------ |  | ---- | ------- | ------ |  | ---- | ------- | ------ |  | - | ------ | ----- |  | - | ----- | ----- | 
|                                                                               |                                   |                                         
|                                                                               |                                   | Year Ended June 30,                     
|                                                                               |                                   |                                         
|                                                                               |                                   | 2002                                     |         | 2001   |  | 2000 |         | 1999   |  | 1998
|                                                                               |                                   |                                          |         |        |  |      |         |        |  |     
|                                                                               |                                   |                                         
|                                                                               |                                   | (In thousands, except per share amounts)
|Consolidated Statements of Operations
    Data:                                |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |      
|Net revenues:                                                                  |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |      
|                                                                               | Advertising                       |                                          | $       | 21,105 |  |      | $       | 23,393 |  |      | $       | 11,013 |  |   | $      | 561   |  |   | $     |      | 
|                                                                               | Non-advertising                   |                                          |         | 7,403  |  |      |         | 3,290  |  |      |         | 3,157  |  |   |        | 2,266 |  |   |       | 2,499 | 
|                                                                               |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |      
|                                                                               |                                   |                                          | 28,508  |        |  |      | 26,683  |        |  |      | 14,170  |        |  |   | 2,827  |       |  |   | 2,499 |      
|                                                                               |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |      
|Cost of revenues:                                                              |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |      
|                                                                               | Advertising                       |                                          |         | 11,537 |  |      |         | 13,771 |  |      |         | 8,950  |  |   |        | 1,156 |  |   |       |      | 
|                                                                               | Non-advertising                   |                                          |         | 1,938  |  |      |         | 1,169  |  |      |         | 1,965  |  |   |        | 1,317 |  |   |       | 674   | 
|                                                                               | Stock-based compensation          |                                          |         | 133    |  |      |         | 414    |  |      |         | 605    |  |   |        | 32    |  |   |       |      | 
|                                                                               |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |      
|                                                                               |                                   |                                          | 13,608  |        |  |      | 15,354  |        |  |      | 11,520  |        |  |   | 2,505  |       |  |   | 674   |      
|                                                                               |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |      
|Gross profit                                                                   |                                   |                                          | 14,900  |        |  |      | 11,329  |        |  |      | 2,650   |        |  |   | 322    |       |  |   | 1,825 |      
|                                                                               |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |      
|Operating expenses:                                                            |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |      
|                                                                               | Sales and marketing               |                                          |         | 12,468 |  |      |         | 21,694 |  |      |         | 17,476 |  |   |        | 1,405 |  |   |       | 622   | 
|                                                                               | Product development               |                                          |         | 6,666  |  |      |         | 9,648  |  |      |         | 7,358  |  |   |        | 1,512 |  |   |       | 452   | 
|                                                                               | General and administrative        |                                          |         | 8,237  |  |      |         | 8,918  |  |      |         | 6,951  |  |   |        | 2,085 |  |   |       | 941   | 
|                                                                               | Stock-based compensation          |                                          |         | 2,208  |  |      |         | 7,097  |  |      |         | 18,460 |  |   |        | 3,360 |  |   |       |      | 
|                                                                               | Amortization of intangible assets |                                          |         | 5,063  |  |      |         | 6,765  |  |      |         | 6,807  |  |   |        | 1,745 |  |   |       | 43    | 
|                                                                               |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |      
|                                                                               |                                   |                                          | 34,642  |        |  |      | 54,122  |        |  |      | 57,052  |        |  |   | 10,107 |       |  |   | 2,058 |      
|                                                                               |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |      
|Loss from operations                                                           |                                   | $                                        | (19,742 | )      |  | $    | (42,793 | )      |  | $    | (54,402 | )      |  | $ | (9,785 | )     |  | $ | (233  | )    
|                                                                               |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |      
|Net loss attributable to ordinary shareholders                                 |                                   | $                                        | (16,092 | )      |  | $    | (36,351 | )      |  | $    | (51,067 | )      |  | $ | (9,394 | )     |  | $ | (253  | )    
|                                                                               |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |      
|Basic and diluted net loss per share attributable
    to ordinary shareholders |                                   | $                                        | (0.36   | )      |  | $    | (0.91   | )      |  | $    | (3.44   | )      |  | $ | (1.72  | )     |  | $ | (0.05 | )    
|                                                                               |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |      
|Shares used in computing basic and diluted net
    loss per share              |                                   |                                          | 44,315  |        |  |      | 40,110  |        |  |      | 14,836  |        |  |   | 5,466  |       |  |   | 4,962 |      
|                                                                               |                                   |                                          |         |        |  |      |         |        |  |      |         |        |  |   |        |       |  |   |       |      

|                                                                      |  |                |         |      |  |      |         |      |  |      |         |  |  |   |        |  |  |   |       |  
|--------------------------------------------------------------------- |  | -------------- | ------- | ---- |  | ---- | ------- | ---- |  | ---- | ------- |  |  | - | ------ |  |  | - | ----- | -
|                                                                      |  |               
|                                                                      |  | As of June 30,
|                                                                      |  |               
|                                                                      |  | 2002           |         | 2001 |  | 2000 |         | 1999 |  | 1998
|                                                                      |  |                |         |      |  |      |         |      |  |     
|                                                                      |  |               
|                                                                      |  | (In thousands)
|Consolidated Balance Sheet Data:                                      |  |                |         |      |  |      |         |      |  |      |         |  |  |   |        |  |  |   |       |  
|Cash and cash equivalents                                             |  | $              | 31,095  |      |  | $    | 52,505  |      |  | $    | 99,149  |  |  | $ | 20,571 |  |  | $ | 5,090 |  
|Working capital                                                       |  |                | 89,914  |      |  |      | 102,246 |      |  |      | 125,867 |  |  |   | 24,057 |  |  |   | 5,268 |  
|Total assets                                                          |  |                | 121,355 |      |  |      | 133,122 |      |  |      | 156,038 |  |  |   | 47,582 |  |  |   | 6,685 |  
|Mandatorily redeemable convertible preference
    shares and warrants |  |                |        |      |  |      |        |      |  |      |        |  |  |   | 37,415 |  |  |   | 6,004 |  
|Total shareholders equity (deficit)                                  |  |                | 111,690 |      |  |      | 119,967 |      |  |      | 146,817 |  |  |   | 7,703  |  |  |   | (5    | )

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|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and Analysis
    of Financial Condition and Results of Operations

This report contains forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including, without limitation, statements
regarding our expectations, beliefs, intentions or future
strategies that are signified by the words expect,
anticipate, intend, believe,
or similar language. All forward-looking statements included in
this document are based on information available to us on the
date hereof, and we assume no obligation to update any such
forward-looking statements. Actual results could differ
materially from those projected in the forward-looking
statements. In evaluating our business, you should carefully
consider the information set forth below under the caption
Risk Factors set forth herein. We caution you that
our businesses and financial performance are subject to
substantial risks and uncertainties.

Overview

We are a leading online media company and
value-added information service provider for China and the
global Chinese communities. With a branded network of localized
websites, targeting greater China and overseas Chinese, we
provide an array of services to our users including
region-focused online portals, search and directory,
interest-based and community-building channels, free and premium
email, wireless short messaging, online games, virtual ISP,
classified listings, e-commerce, e-learning and enterprise
e-solutions. In turn, we generate revenue through advertising,
fee-based services, e-commerce and enterprise services. With
53.3 million registered users worldwide and over
3 million active paid users for a variety of our fee-based
services at June 30, 2002, we believe SINA is the most
recognized online brand in China and among Chinese communities
world-wide.

One of our subsidiaries, Beijing SINA Information
Technology Co. Ltd., or BSIT (formerly known as
Beijing Stone Rich Sight Information Technology Co. Ltd., or
BSRS), a Sino-Foreign joint venture company based in Beijing,
China, began operations in December 1993 as a computer software
company focused on providing solutions to computer users wishing
to communicate in Chinese. In May 1996, we launched our online
network, then called SRSnet.com, offering Chinese-language news,
information and community features such as bulletin boards and
chat services targeted at online users in China. In March 1999,
we expanded our online network by acquiring Sinanet.com, a
leading Chinese-language Internet content company with offices
in California and Taiwan and two distinct web sites targeting
Chinese users in North America and Taiwan. In July 1999, we
continued our network expansion by launching our Hong Kong
destination web site targeting Chinese users in Hong Kong.
Today, we operate separate web sites in China, Hong Kong,
Taiwan, and North America to provide global content and services
that speak directly to the audience of each region, enriching
the online experience of their users.

We derive our revenues from advertising and
non-advertising sources. Advertising revenues are derived
principally from online advertising arrangements under which we
receive revenues on a cost-per-thousand impression basis, fixed
payment sponsorship from advertisers, and design of advertising
campaigns to be placed on our network. Non-advertising revenues
are primarily derived from software sales, e-commerce and other
fee-based services. We sell our software products primarily in
China and Hong Kong through our network of OEM partners,
value-added resellers, distributors, retail merchants, and our
direct sales force. We derive e-commerce revenues mainly from
transaction and slotting fees paid by merchants for selective
positioning and promoting their goods or services within our
online mall, SinaMall. We derive fee-based service revenues
primarily from short messaging service, subscription service,
online listings and paid email services.

We have incurred significant net losses and
negative cash flows from operations since our inception. As of
June 30, 2002, we had an accumulated deficit of
$115.4 million. These losses have been funded primarily
through the issuance of our equity securities in the private and
public market. We anticipate net losses and negative cash flows
from operations in the foreseeable future.

We recorded cumulative deferred stock
compensation of approximately $33.4 million, net through
June 30, 2002, which represents the difference between the
exercise price of options granted through June 30, 2002 and
the fair market value of the underlying stock at the date of
grant. Deferred stock compensation is

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amortized on an accelerated basis over the
vesting period of the applicable options, which is generally
four years. The amortization of deferred compensation was
$2.3 million and $7.5 million in fiscal 2002 and 2001,
respectively. We expect the amortization of deferred
compensation to approximate $1.0 million for fiscal 2003
and $0.3 million for fiscal 2004.


On March 29, 1999, we acquired Sinanet.com.
The fair value of the total consideration paid in the
acquisition, including assumed liabilities of approximately
$4.3 million and acquisition costs of $0.1 million,
was $21.7 million. The $4.3 million in liabilities
that we assumed included $3.5 million of notes payable
which were subsequently converted into our preference shares. We
accounted for the acquisition as a purchase. We recorded
goodwill and other intangible assets of approximately
$20.3 million as a result of this transaction, which were
fully amortized over the three-year period ended June 30,
2002.

In April 2000, we sold 4,600,000 ordinary shares
in an underwritten initial public offering, inclusive of 600,000
ordinary shares through the exercise of the underwriters
over-allotment option for net proceeds of approximately
$68.8 million.

On September 28, 2001, we completed the
acquisition of an approximately 27.6% equity interest in Sun
Television Cybernetworks Holdings Limited (Sun TV),
a Hong Kong Stock Exchange listed company, from Ms. Yang,
the chairperson and a major shareholder of Sun TV for a
consideration of $7.9 million in cash and approximately
4.6 million in newly issued ordinary shares and transaction
costs of $731,000 for a total purchase price of
$13.7 million. In addition, we agreed to issue
3.3 million ordinary shares if Sun TV meets certain
performance targets over the next 18 months. This
contingent consideration of 3.3 million ordinary shares was
waived in April 2002 by an amendment to the original Share
Purchase Agreement with Ms. Yang. The investment is
accounted for using the equity method of accounting. Our
investment in Sun TV was diluted to 21.8% as of June 30,
2002 as a result of Sun TVs issuance of new shares to new
investors.

On September 2, 2002, we announced that we
entered into a definitive agreement with the shareholders of
Shanghai Techur Technology Developing Co., Ltd.
(Techur) to acquire 100% equity interest in Techur
for a consideration of approximately $1.9 million. If
Techur meets certain performance targets over the next
12 months, the maximum consideration would increase to
approximately $3.8 million. The acquisition is expected to
be completed in October 2002.

Techur is an Internet and logistic software
company in the PRC, providing Internet and Intranet based
logistic software and online applications to shipping and export
business in Eastern China. Additionally, Techur operates a
leading business to business ( B2B) portal
(www.eastchina.com) for various industries in Eastern China.

Critical Accounting Policies and
Estimates

Our discussion and analysis of our financial
condition and results of operations are based upon our
consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial
statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates,
including those related to customer programs and incentives, bad
debts, investments, intangible assets, income taxes, financing
operations, restructuring, pensions and other post-retirement
benefits, and contingencies and litigation. We base our
estimates on historical experience and on various other
assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or
conditions.

We believe the following critical accounting
policies affect our more significant judgments and estimates
used in the preparation of our financial statements.

We derive our revenues from advertising and
non-advertising sources.

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Advertising revenues are derived principally from
advertising and sponsorship arrangements. In our advertising
contracts we typically guarantee a minimum number of impressions
or pages to be delivered to users over a specified period of
time for a fixed fee. Advertising revenues are recognized on the
basis of the number of impressions delivered or ratably over the
period in which the advertising is displayed, whichever amount
is lower, when the collectibility is reasonably assured. To the
extent that minimum guaranteed impressions deliveries are not
met, we defer recognition of the corresponding revenues until
the guaranteed impressions deliveries are achieved. Sponsorship
arrangements typically allow advertisers to sponsor a particular
area on our network in exchange for a fixed payment over the
contract period. Advertising revenues are recognized ratably
over the period of sponsorship. Advertising revenues derived
from the design, coordination and integration of advertising
campaigns and sponsorship to be placed on our web sites are
recognized ratably over the term of such programs.

Revenue from barter transactions is recognized
during the period in which the advertisements are displayed in
our properties. Barter transactions are recorded at the lower of
the fair value of the goods or services received or the fair
value of the advertisement given, provided the fair value of the
transaction is reliably measurable.

Non-advertising revenues are derived from
proprietary software products and licenses, e-commerce and other
fee-based services.

Revenue from the sale of software products is
recognized primarily on the delivery of software products to end
users, resellers, distributors, retail merchants and original
equipment manufacturers. We deliver our software products in
packaged form or under software licenses. Revenues from sales of
software products in the packaged form are recognized when
persuasive evidence of an arrangement exists, the price is fixed
or determinable, shipment is made and collectibility is
reasonably assured. Software license agreements are
non-refundable and allow the OEM partners to reproduce our
software products for a specified period of time for a fixed fee
or a specified number of copies for a predetermined unit price.
Revenues from software license agreements are recognized upon
delivery of a master copy when the fixed-fee agreements become
effective or based upon activity reports provided by the OEM
partners under the per-copy arrangements. Provision is made for
expected sales returns and allowances when revenue is
recognized. Payments received in advance of revenue recognition
are recorded as deferred revenue. We recognize revenues in
accordance with Statement of Position
(SOP) 97-2, Software Revenue
Recognition, as amended by SOP 98-4 and
SOP 98-9. These Statements generally require revenue earned
on software arrangements involving multiple elements to be
allocated to each element based on the relative fair value of
the elements. Our software product agreements do not involve
multiple elements.

E-commerce revenues are derived principally from
slotting fees charged to merchants for selective positioning and
promoting their goods or services within our online mall,
SinaMall, and from commissions calculated as a percentage of the
online sales transaction value of the merchants. Slotting fee
revenue is recognized ratably over the period the products are
shown on our web site while the commission revenue is recognized
on a net basis after both successful on-line verification of
customers credit cards and shipment of products. Product
returns have not been significant and are assumed by vendors.

Fee-based services revenues mainly include
wireless short messaging, subscription services and paid email
services. Revenues are recognized in the period in which the
service is performed, provided that no significant Company
obligations remain and collection of the receivables is
reasonably assured.

In accordance with generally accepted accounting
principles in the United States of America, the recognition of
these revenues is partly based on our assessment of the
probability of collection of the resulting accounts receivable
balance. As a result, the timing or amount of revenue
recognition may have been different if different assessments of
the probability of collection of accounts receivable had been
made at the time the transactions were recorded in revenue.

We maintain allowances for doubtful accounts for
estimated losses resulting from the inability of our customers
to make required payments. If the financial condition of our
customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be
required.

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We record a valuation allowance to reduce our
deferred tax assets to the amount that is more likely than not
to be realized. While we have considered future taxable income
and ongoing prudent and feasible tax planning strategies in
assessing the need for the valuation allowance, in the event we
were to determine that we would be able to realize our deferred
tax assets in the future in excess of our recorded amount, an
adjustment to the deferred tax asset would increase income in
the period such determination was made. Likewise, should we
determine that we would not be able to realize all or part of
our net deferred tax asset in the future, an adjustment to the
deferred tax asset would be recognized as income in the period
such determination was made.

We hold equity interest in a publicly traded
company listed overseas. We record an investment impairment
charge when we believe an investment has experienced a decline
in value that is considered to be other than temporary. We
monitor our investments for impairment by considering current
factors including economic environment, market conditions and
the operational performances and other specific factors relating
to the business underlying the investment. Future adverse
changes in these factors could result in losses or an inability
to recover the carrying value of the investments that may not be
reflected in an investments current carrying value,
thereby possibly requiring an impairment charge in the future.

Results of Operations



| |                                             
| | --------------------------------------------
| | Years ended June 30, 2002, 2001 and
    2000



| |             
| | ------------
| | Net Revenues

Advertising.Our
advertising revenues were $21.1 million for the year ended
June 30, 2002, as compared to $23.4 million and
$11.0 million for the years ended June 30, 2001 and
2000, respectively. During the year ended June 30, 2002,
the decrease from 2001 was mainly due to the reduced spending in
the Internet advertising market in the U.S., Taiwan and Hong
Kong. During the year ended June 30, 2001, the increase
from 2000 was mainly due to the increase in the number of
advertisers and the number of advertising contracts.
Approximately 980 customers advertised on our web sites during
the year ended June 30, 2002 as compared to approximately
970 and 730 during the years ended June 30, 2001 and 2000,
respectively. For the years ended June 30, 2002, 2001 and
2000, advertising revenues accounted for 74%, 88% and 78% of our
total revenues, respectively.

Non-Advertising.Our
non-advertising revenues were $7.4 million,
$3.3 million and $3.2 million for the years ended
June 30, 2002, 2001 and 2000, respectively. For the year
ended June 30, 2002, non-advertising revenues consisted of
$5.0 million of Internet fee-based services including short
messaging service, subscription service and paid email service,
$1.5 million of e-commerce sales and $0.9 million of
the sales software products. For the year ended June 30,
2001, non-advertising revenues consisted mainly of
$2.3 million of the sales software products and
$1.0 million of e-commerce sales. For the year ended
June 30, 2000, non-advertising revenues consisted mainly of
the sales of software products. For the years ended
June 30, 2002, 2001 and 2000, non-advertising revenues
accounted for 26%, 12% and 22% of our total revenues,
respectively.



| |                 
| | ----------------
| | Cost of Revenues

Advertising.Our
cost of advertising revenues was $11.5 million, or 55% of
net advertising revenue, as compared to $13.8 million and
$9.0 million, or 59% and 81% of net advertising revenues,
for the years ended June 30, 2001 and 2000, respectively.
Our cost of advertising revenues consists of costs associated
with the production of our web sites, which includes fees paid
to third parties for Internet connection, content and services,
and personnel related costs and equipment depreciation expense
associated with our web site production. The year-to-year
decrease in cost of revenues from fiscal year 2001 to fiscal
year 2002 was primarily due to lower Internet connection costs
as a result of a decrease in bandwidth cost in China and lower
personnel related costs as a result of improved productivity and
reduced headcount. The year-to-year increase in cost of revenues
from fiscal year 2000 to fiscal year 2001 was due to higher
Internet connection costs, such as bandwidth expansion and
server co-location cost to support increased Internet traffic on
our web sites, and the increase in content and service provider
fees to expand our web site contents and to support the
increased advertisement impressions.

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Non-advertising.Our
cost of non-advertising revenues was $1.9 million,
$1.2 million and $2.0 million for the years ended
June 30, 2002, 2001 and 2000, respectively. Our cost of
non-advertising revenues consists mainly of fees paid to third
parties for services and for royalties associated with the
fee-based services, and cost of our software products. The
year-to-year increase in cost of revenues from fiscal year 2001
to fiscal year 2002 was due to the increase in fees paid to
third parties for services and for royalties associated with the
fee-based services. The year-to-year decrease in cost of
revenues from fiscal year 2000 to fiscal year 2001 was primarily
due to a higher percentage of the software revenues is derived
from licensing arrangements which involved minimal costs during
fiscal year 2001.



| |                    
| | -------------------
| | Sales and Marketing

Our sales and marketing expenses were
$12.5 million, or 44% of total net revenues for the year
ended June 30, 2002, as compared to $21.7 million and
$17.5 million, or 81% and 123% of total net revenues for
years ended June 30, 2001 and 2000, respectively. Sales and
marketing expenses consist primarily of compensation expenses,
sales commissions, advertising and promotion expenditures and
travel expenses. The year-to-year decrease in absolute dollar
amount from fiscal year 2001 to fiscal year 2002 was primary due
to the curtailment in spending for market promotion of our web
sites and cost savings from workforce reduction. The
year-to-year increase in absolute dollar amount from fiscal year
2000 to fiscal year 2001 was primarily attributable to an
increase in advertising expenses associated with our
brand-building strategy, and increase in compensation expense
associated with the growth in our direct sales force and
marketing personnel, and an increase in sales commission
associated with the increased revenues.



| |                    
| | -------------------
| | Product Development

Our product development expenses were
$6.7 million, or 23% of total net revenues for the years
ended June 30, 2002, as compared to $9.6 million and
$7.4 million, or 36% and 52% of total net revenues in the
year ended June 30, 2001 and 2000, respectively. Product
development expenses consist primarily of personnel related
expenses incurred for enhancement to and maintenance of our web
sites as well as engineering costs related to the development of
our software products and web-based products. The year-to-year
decrease in absolute dollar amount from fiscal year 2001 to
fiscal year 2002 was primarily attributable to our strategy of
focusing new research and development efforts in China which has
lower labor costs and reducing our engineering workforce in
other locations. The year-to-year increase in absolute dollar
amount from fiscal year 2000 to fiscal year 2001 was
attributable to increased staffing and associated support for
engineers for developing and enhancing our online network.



| |                           
| | --------------------------
| | General and Administrative

Our general and administrative expenses were
$8.2 million, or 29% of total net revenues for the year
ended June 30, 2002, as compared to $8.9 million and
$7.0 million, or 33% and 49% of total net revenues in the
years ended June 30, 2001 and 2000, respectively. General
and administrative expenses consist primarily of compensation
for personnel, fees for professional services, and provisions
for doubtful accounts. For fiscal year 2002, the slight decrease
from fiscal year 2001 was a result of our cost reduction
measures. For fiscal year 2001, the increase from fiscal year
2000 was mainly due to the increase in general business
activities as a result of business expansion and building our
administrative infrastructure.



| |                         
| | ------------------------
| | Stock-Based Compensation

In connection with the grant of certain stock
options, the Company recorded net deferred stock compensation
totaling $33.4 million through June 30, 2002, which is
being amortized over the four-year vesting period of the
options. Of the total deferred stock compensation, approximately
$2.3 million, $7.5 million and $19.1 million was
amortized in the years ended June 30, 2002, 2001 and 2000,
respectively.

29



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| |                                  
| | ---------------------------------
| | Amortization of Intangible Assets

As a result of the acquisition of Sinanet.com in
March 1999, we recorded goodwill and other intangible assets of
approximately $20.3 million, which were amortized over the
three-year period ended June 30, 2002. The amortization
expense for the years ended June 30, 2002, 2001 and 2000
was $5.1 million, $6.8 million and $6.8 million,
respectively.



| |                     
| | --------------------
| | Interest Income, Net

Interest income, net, was $4.2 million for
the year ended June 30, 2002, as compared to
$7.3 million and $3.8 million for the years ended
June 30, 2001 and 2000, respectively. During the year ended
June 30, 2002, the decrease from 2001 was primarily due to
the lower average cash and short-term investment balance and
lower applicable interest rates during the year. During the year
ended 30, 2001, the increase from 2000 was primarily due to
higher cash and short-term investment balances as a result of
the proceeds from our sale of Series C preference shares in
October and November 1999, and the initial public offering in
April 2000.



| |                           
| | --------------------------
| | Loss on Equity Investments

In September 2001, we acquired an approximately
27.6% equity interest in Sun TV and accounted for the investment
using the equity method of accounting. Our investment in Sun TV
was diluted to 21.8% as of June 30, 2002 as a result of Sun
TVs issuance of new shares. During the year ended
June 30, 2002, we recorded a loss of $562,000 on our
investment in Sun TV, representing our share of Sun TVs
reported loss and amortization of intangible assets, partially
offset by a gain related to the issuance of new shares by Sun TV
to other investors at a price higher than our investment cost.

In December 1999, we paid $1.4 million in
cash for a 35.4% interest in a joint venture with Adforce, Inc.
and Compuserve Consultants, Ltd.. We accounted for our
investment in the joint venture using the equity method of
accounting. We recorded a $501,000 loss from our investment in
the joint venture in the year ended June 30, 2000 and the
remaining investment of $894,000 was fully written off during
the year ended June 30, 2001 upon the cessation of
operations of this joint venture company.

Liquidity and Capital Resources

We have financed our operations principally
through private sales of our preference shares and our initial
public offering. From inception through June 30, 2002, we have
raised net proceeds of $97.5 million through the sale of
preference shares and $68.8 million from the sale of
ordinary shares in our initial public offering. As of
June 30, 2002, we had $93.2 million in cash and cash
equivalents and short-term investments.

For the year ended June 30, 2002, net cash
used in operating activities was $6.4 million and was
primarily attributable to our net loss of $16.1 million and a
decrease in accrued liabilities of $2.7 million, largely
offset by the non-cash stock-based compensation expense of
$2.3 million, amortization expense of $5.1 million
related to goodwill and other intangible assets resulting from
the acquisition of Sinanet.com, depreciation expense of $5.2
million and loss on equity investment of $562,000. For the year
ended June 30, 2001, net cash used in operating activities
was $14.2 million and was primarily attributable to our net
loss of $36.4 million, largely offset by the non-cash
stock-based compensation expense of $7.5 million,
amortization expense of $6.8 million related to goodwill and
other intangible assets resulting from the acquisition of
Sinanet.com, depreciation expense of $3.6 million, and an
increase in accrued liabilities of $3.5 million. For the
year ended June 30, 2000, net cash used in operating
activities was $20.1 million and was primarily attributable
to our net loss of $51.0 million, largely offset by the
non-cash stock-based compensation expense of $19.1 million,
amortization expense of $6.8 million related to goodwill and
other intangible assets, and an increase in accrued liabilities
of $6.6 million.

Net cash used in investing activities was
$15.4 million for the year ended June 30, 2002,
primarily due to the purchase of short-term investments of $4.8
million, the acquisition of Sun TV of $8.6 million and the
purchase of capital equipment of $2.0 million. Net cash
used in investing activities was $34.5 million for the year
ended June 30, 2001, primarily due to the purchase of
short-term investments of $26.8 million and the

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purchase of capital equipment of
$7.7 million. Net cash used in investing activities was
$34.9 million for the year ended June 30, 2000,
primarily due to the purchase of short-term investments of
$26.5 million, the purchase of capital equipment of
$7.0 million and the investment in a joint venture of
$1.4 million.


Net cash provided by financing activities was
$352,000 for the year ended June 30, 2002, primarily
attributable to proceeds of $30,000 from sale of Ordinary Shares
under stock plans and proceeds of $429,000 from repayment of
notes receivable from shareholders, offset by the repurchase of
Ordinary Shares of $107,000. Net cash provided by financing
activities was $2.1 million for the year ended
June 30, 2001, primarily attributable to proceeds of
$1.5 million from sale of Ordinary Shares under stock plans
and proceeds of $588,000 from repayment of notes receivable from
shareholders. Net cash provided by financing activities was
$133.5 million for the year ended June 30, 2000,
primarily attributable to net proceeds of $69.1 million
received from the initial public offering in April 2000 and of
$63.9 million received from the Series C preference
share issuance in October and November 1999. The remaining cash
provided by the financing activities was primarily from the
proceeds of exercising stock options and preference share
warrants.

Commitment and Contingencies

We currently have no material commitments other
than the operating leases for our facilities. As of
June 30, 2002, we had future minimum rental lease payments
of $902,000, $995,000 and $256,000 due less than one year, one
to three years and after three years, respectively, under
non-cancelable operating leases.

We believe that our existing cash, cash
equivalents and short-term investments will be sufficient to
fund our operating activities, capital expenditures and other
obligations for at least the next twelve months. However, we may
sell additional equities or obtain credit facilities to enhance
our liquidity position. The sale of additional equity would
result in further dilution to our shareholders. The incurrence
of indebtedness would result in increased fixed obligations and
could result in operating covenants that would restrict our
operations. We cannot assure that financing will be available in
amounts or on terms acceptable to us, if at all.

There are uncertainties regarding the legal basis
of our ability to operate an Internet business and to advertise
in China. Although the country has implemented a wide range of
market-oriented economic reforms, the telecommunication,
information and media industries remain highly regulated. Not
only are restrictions currently in place, but also regulations
are unclear regarding in what specific segments of these
industries companies with foreign investors, including us, may
operate. Therefore, we might be required to limit the scope of
our operations in China, and this could have a material adverse
effect on our financial position, results of operations and cash
flows.

We are involved in certain lawsuits in the normal
course of our business operations in China, and we do not expect
that the outcome of these lawsuits will have material impact on
our financial positions or results of operations.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards
Board issued SFAS No. 141, Business Combinations and
No. 142, Goodwill and Other Intangible Assets.
These standards change the accounting for business combinations
by, among other things, prohibiting the prospective use of
pooling-of-interests accounting and requiring companies to stop
amortizing goodwill and indefinite lived intangible assets
created by business combinations accounted for using the
purchase method of accounting. Instead, goodwill and indefinite
lived intangible assets will be subject to an annual review for
impairment and will be written down and charged to results of
operations only in the periods in which the recorded value of
goodwill and indefinite lived intangible assets exceed their
fair values. We adopted these new statements to account for our
business combinations completed subsequent to June 30,
2001. The adoption of these pronouncements did not have a
significant impact on the Companys consolidated financial
statements.

In October 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, which is required to be applied
starting with years beginning after December 15, 2001. SFAS
No. 144 requires, amongst other things, the application
model for long-lived assets that are impaired or to be

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disposed of by sale. We adopted this statement
during the fiscal year ending June 30, 2003. The adoption
of SFAS No. 144 did not have a significant impact on the
Companys consolidated financial statements.





Item 7a.     Quantitative
and Qualitative Disclosure about Market Risk

Interest Rate Risk

Our investment policy limits our investments of
excess cash to government or quasi-government securities and in
high-quality corporate securities and limits the amount of
credit exposure to any one issuer. We protect and preserve our
invested funds by limiting default, market and reinvestment
risk. Due to the fact that majority of our investments are in
short-term instruments, we have concluded that there is no
material market risk exposure in this area.

Foreign Currency Exchange Rate Risk

The majority of our revenues derived and expenses
and liabilities incurred were in Chinese renminbi, Taiwan
dollars and Hong Kong dollars. Thus, our revenues and operating
results may be impacted by exchange rate fluctuations in the
currencies of China, Taiwan and Hong Kong. See Risk
Factors  Currency fluctuations and restrictions on
currency exchange may adversely affect our business, including
limiting our ability to convert Chinese renminbi into foreign
currencies and, if renminbi were to decline in value, reducing
our revenue in U.S. dollar terms. We have not tried to
reduce our exposure to exchange rate fluctuations by using
hedging transactions. However, we may choose to do so in the
future. We may not be able to do this successfully. Accordingly,
we may experience economic losses and negative impacts on
earnings and equity as a result of foreign exchange rate
fluctuations.

We performed a sensitivity analysis assuming a
hypothetical 10% adverse movement in foreign exchange rates to
the foreign subsidiaries and the underlying exposures described
above. As of June 30, 2002 and 2001, the analysis indicated
that these hypothetical market movements would not have a
material effect on our consolidated financial position, results
of operations or cash flows.

Investment Risk

On September 28, 2001, we acquired an
approximately 27.6% interest in the equity of Sun TV, a
satellite TV broadcaster and a cable TV program syndicator
listed on the Hong Kong Stock Exchange. As of June 30,
2002, our interest was diluted to 21.8% after the issuances of
new shares by Sun TV. We have invested in this company for
business and strategic purposes and have classified this
investment as a long-term investment, which is accounted for
using the equity method. Accordingly, the operations of Sun TV
may have a material non-cash impact on our operating results in
future periods.

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Item 8.     Financial
Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS

|                                                                                                                     |  |      |    | 
|-------------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                                                     |  | Page
|                                                                                                                     |  |     
|Consolidated Financial Statements:                                                                                   |  |      |    | 
|                                                                                                                    
|Report of Independent Accountants                                                                                    |  |      | 34 | 
|Consolidated Balance Sheet at June 30, 2002
    and 2001                                                             |  |      | 35 | 
|Consolidated Statement of Operations for each of
    the three years in the period ended June 30, 2002               |  |      | 36 | 
|Consolidated Statement of Shareholders
    Equity for each of the three years in the period ended
    June 30, 2002 |  |      | 37 | 
|Consolidated Statement of Cash Flows for each of
    the three years in the period ended June 30, 2002               |  |      | 38 | 
|Notes to Consolidated Financial Statements                                                                           |  |      | 39 | 
|                                                                                                                    
|Supplementary Financial Data:                                                                                        |  |      |    | 
|                                                                                                                    
|Quarterly Financial Data for the two years ended
    June 30, 2002 (unaudited)                                       |  |      | 53 | 

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REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders

of SINA.com


In our opinion, the accompanying consolidated
balance sheet and the related consolidated statements of
operations, of shareholders equity and of cash flows
expressed in U.S. dollars present fairly, in all material
respects, the financial position of SINA.com and its
subsidiaries at June 30, 2002 and 2001, and the results of
their operations and their cash flows for each of the three
years in the period ended June 30, 2002, in conformity with
accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of
the Companys management; our responsibility is to express
an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.



| |                               
| | ------------------------------
| | /s/ PRICEWATERHOUSECOOPERS LLP

San Jose, California

August 6, 2002, except for Note 12


as to which the date is September 2, 2002


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SINA.COM






CONSOLIDATED BALANCE SHEET


|                                         |                                                                                                                  |                                    |                            |                                            |        |         |         |         |         |         |         | 
|---------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | ---------------------------------- | -------------------------- | ------------------------------------------ | ------ | ------- | ------- | ------- | ------- | ------- | ------- | 
|                                         |                                                                                                                  |                                   
|                                         |                                                                                                                  | June 30,                          
|                                         |                                                                                                                  |                                   
|                                         |                                                                                                                  | 2002                               |                            | 2001                                      
|                                         |                                                                                                                  |                                    |                            |                                           
|                                         |                                                                                                                  |                                   
|                                         |                                                                                                                  | (In U.S. dollars)                 
|                                         |                                                                                                                  | (In thousands)                    
|ASSETS                                  
|                                        
|Current assets:                          |                                                                                                                  |                                    |                            |                                            |        |         |         |        
|                                         | Cash and cash equivalents                                                                                        |                                    | $                          | 31,095                                     |        |         | $       | 52,505  |        
|                                         | Short-term investments                                                                                           |                                    |                            | 62,056                                     |        |         |         | 57,284  |        
|                                         | Accounts receivable, net                                                                                         |                                    |                            | 4,722                                      |        |         |         | 4,262   |        
|                                         | Prepaid expenses and other current assets                                                                        |                                    |                            | 1,706                                      |        |         |         | 1,350   |        
|                                         |                                                                                                                  |                                    |                            |                                            |        |         |         |        
|                                         |                                                                                                                  | Total current assets               |                            |                                            | 99,579 |         |         |         | 115,401 |        
|Property and equipment, net              |                                                                                                                  |                                    | 8,240                      |                                            |        |         | 11,911  |        
|Long-term investment                     |                                                                                                                  |                                    | 13,167                     |                                            |        |         |        |        
|Intangible assets, net                   |                                                                                                                  |                                    |                           |                                            |        |         | 5,063   |        
|Receivables from related parties         |                                                                                                                  |                                    |                           |                                            |        |         | 556     |        
|Other assets                             |                                                                                                                  |                                    | 369                        |                                            |        |         | 191     |        
|                                         |                                                                                                                  |                                    |                            |                                            |        |         |         |        
|                                         |                                                                                                                  |                                    | Total assets               |                                            | $      | 121,355 |         |         | $       | 133,122 |        
|                                         |                                                                                                                  |                                    |                            |                                            |        |         |         |        
|LIABILITIES AND SHAREHOLDERS
    EQUITY
|                                        
|Current liabilities:                     |                                                                                                                  |                                    |                            |                                            |        |         |         |        
|                                         | Accounts payable                                                                                                 |                                    | $                          | 1,099                                      |        |         | $       | 1,613   |        
|                                         | Accrued liabilities                                                                                              |                                    |                            | 8,566                                      |        |         |         | 11,542  |        
|                                         |                                                                                                                  |                                    |                            |                                            |        |         |         |        
|                                         |                                                                                                                  | Total current liabilities          |                            |                                            | 9,665  |         |         |         | 13,155  |        
|                                         |                                                                                                                  |                                    |                            |                                            |        |         |         |        
|                                        
|Commitments and contingencies (Note 11)  |                                                                                                                  |                                    |                            |                                            |        |         |         |        
|Shareholders equity:                    |                                                                                                                  |                                    |                            |                                            |        |         |         |        
|                                         | Ordinary Shares: $0.133 par value; 75,000 shares
    authorized; 45,890 and 41,358 shares issued and outstanding |                                    |                            | 6,107                                      |        |         |         | 5,504   |        
|                                         | Additional paid-in capital                                                                                       |                                    |                            | 223,306                                    |        |         |         | 220,671 |        
|                                         | Notes receivable from shareholders                                                                               |                                    |                            | (1,050                                     | )      |         |         | (1,479  | )      
|                                         | Deferred stock compensation                                                                                      |                                    |                            | (1,299                                     | )      |         |         | (5,423  | )      
|                                         | Accumulated deficit                                                                                              |                                    |                            | (115,393                                   | )      |         |         | (99,301 | )      
|                                         | Accumulated other comprehensive income (loss):                                                                   |                                    |                            |                                            |        |         |         |         |        
|                                         |                                                                                                                  | Cumulative translation adjustments |                            |                                            | 19     |         |         |         | (5      | )      
|                                         |                                                                                                                  |                                    |                            |                                            |        |         |         |        
|                                         |                                                                                                                  |                                    | Total shareholders equity |                                            |        | 111,690 |         |         |         | 119,967 |        
|                                         |                                                                                                                  |                                    |                            |                                            |        |         |         |        
|                                         |                                                                                                                  |                                    |                            | Total liabilities and shareholders equity |        | $       | 121,355 |         |         | $       | 133,122 | 
|                                         |                                                                                                                  |                                    |                            |                                            |        |         |         |        

The accompanying notes are an integral part of
these consolidated financial statements.

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SINA.COM






CONSOLIDATED STATEMENT OF OPERATIONS


|                                                                               |                                   |                          |         |        |        |      |         |        |        |   |         |        |        | 
|------------------------------------------------------------------------------ | --------------------------------- | ------------------------ | ------- | ------ | ------ | ---- | ------- | ------ | ------ | - | ------- | ------ | ------ | 
|                                                                               |                                   |                         
|                                                                               |                                   | Year Ended June 30,     
|                                                                               |                                   |                         
|                                                                               |                                   | 2002                     |         | 2001   |        | 2000
|                                                                               |                                   |                          |         |        |        |     
|                                                                               |                                   |                         
|                                                                               |                                   | (In U.S. dollars)       
|                                                                               |                                   | (In thousands, except   
|                                                                               |                                   | per share amounts)      
|Net revenues:                                                                  |                                   |                          |         |        |        |      |         |        |        |   |         |       
|                                                                               | Advertising                       |                          | $       | 21,105 |        |      | $       | 23,393 |        |   | $       | 11,013 |       
|                                                                               | Non-advertising                   |                          |         | 7,403  |        |      |         | 3,290  |        |   |         | 3,157  |       
|                                                                               |                                   |                          |         |        |        |      |         |        |        |   |         |       
|                                                                               |                                   |                          | 28,508  |        |        |      | 26,683  |        |        |   | 14,170  |       
|                                                                               |                                   |                          |         |        |        |      |         |        |        |   |         |       
|Cost of revenues:                                                              |                                   |                          |         |        |        |      |         |        |        |   |         |       
|                                                                               | Advertising                       |                          |         | 11,537 |        |      |         | 13,771 |        |   |         | 8,950  |       
|                                                                               | Non-advertising                   |                          |         | 1,938  |        |      |         | 1,169  |        |   |         | 1,965  |       
|                                                                               | Stock-based compensation          |                          |         | 133    |        |      |         | 414    |        |   |         | 605    |       
|                                                                               |                                   |                          |         |        |        |      |         |        |        |   |         |       
|                                                                               |                                   |                          | 13,608  |        |        |      | 15,354  |        |        |   | 11,520  |       
|                                                                               |                                   |                          |         |        |        |      |         |        |        |   |         |       
|Gross profit                                                                   |                                   |                          | 14,900  |        |        |      | 11,329  |        |        |   | 2,650   |       
|                                                                               |                                   |                          |         |        |        |      |         |        |        |   |         |       
|Operating expenses:                                                            |                                   |                          |         |        |        |      |         |        |        |   |         |       
|                                                                               | Sales and marketing               |                          |         | 12,468 |        |      |         | 21,694 |        |   |         | 17,476 |       
|                                                                               | Product development               |                          |         | 6,666  |        |      |         | 9,648  |        |   |         | 7,358  |       
|                                                                               | General and administrative        |                          |         | 8,237  |        |      |         | 8,918  |        |   |         | 6,951  |       
|                                                                               | Stock-based compensation*         |                          |         | 2,208  |        |      |         | 7,097  |        |   |         | 18,460 |       
|                                                                               | Amortization of intangible assets |                          |         | 5,063  |        |      |         | 6,765  |        |   |         | 6,807  |       
|                                                                               |                                   |                          |         |        |        |      |         |        |        |   |         |       
|                                                                               |                                   | Total operating expenses |         |        | 34,642 |      |         |        | 54,122 |   |         |        | 57,052 | 
|                                                                               |                                   |                          |         |        |        |      |         |        |        |   |         |       
|Loss from operations                                                           |                                   |                          | (19,742 | )      |        |      | (42,793 | )      |        |   | (54,402 | )     
|Interest income, net                                                           |                                   |                          | 4,212   |        |        |      | 7,336   |        |        |   | 3,801   |       
|                                                                               |                                   |                          |         |        |        |      |         |        |        |   |         |       
|Loss before loss in equity investment and
    minority interest                |                                   |                          | (15,530 | )      |        |      | (35,457 | )      |        |   | (50,601 | )     
|Loss on equity investments                                                     |                                   |                          | (562    | )      |        |      | (894    | )      |        |   | (501    | )     
|Minority interest                                                              |                                   |                          |        |        |        |      |        |        |        |   | 119     |       
|                                                                               |                                   |                          |         |        |        |      |         |        |        |   |         |       
|Net loss                                                                       |                                   |                          | (16,092 | )      |        |      | (36,351 | )      |        |   | (50,983 | )     
|Accretion on Mandatorily Redeemable Convertible
    Preference Shares          |                                   |                          |        |        |        |      |        |        |        |   | (84     | )     
|                                                                               |                                   |                          |         |        |        |      |         |        |        |   |         |       
|Net loss attributable to ordinary shareholders                                 |                                   | $                        | (16,092 | )      |        | $    | (36,351 | )      |        | $ | (51,067 | )     
|                                                                               |                                   |                          |         |        |        |      |         |        |        |   |         |       
|Basic and diluted net loss per share attributable
    to ordinary shareholders |                                   | $                        | (0.36   | )      |        | $    | (0.91   | )      |        | $ | (3.44   | )     
|                                                                               |                                   |                          |         |        |        |      |         |        |        |   |         |       
|Shares used in computing basic and diluted net
    loss per share              |                                   |                          | 44,315  |        |        |      | 40,110  |        |        |   | 14,836  |       
|                                                                               |                                   |                          |         |        |        |      |         |        |        |   |         |       






|  |                                                                                               
|- | ----------------------------------------------------------------------------------------------
|* | Stock-based compensation was allocated among the
    associated expense categories as follows:

|                           |  |   |       |  |  |   |       |  |  |   |        | 
|-------------------------- |  | - | ----- |  |  | - | ----- |  |  | - | ------ | 
|Sales and marketing        |  | $ | 66    |  |  | $ | 219   |  |  | $ | 567    | 
|Product development        |  |   | 707   |  |  |   | 2,295 |  |  |   | 5,973  | 
|General and administrative |  |   | 1,435 |  |  |   | 4,583 |  |  |   | 11,920 | 
|                           |  |   |       |  |  |   |       |  |  |   |        | 
|                           |  | $ | 2,208 |  |  | $ | 7,097 |  |  | $ | 18,460 | 
|                           |  |   |       |  |  |   |       |  |  |   |        | 

The accompanying notes are an integral part of
these consolidated financial statements.

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SINA.COM






CONSOLIDATED STATEMENT OF SHAREHOLDERS
EQUITY


|                                                                                        |                                  |                                 |        |            |  |            |       |                |  |              |         |             |  |               |        |               |  |      |         |   |  |   |          |         |   |   |    |     |   |   |         |         |   |   |         |         |  
|--------------------------------------------------------------------------------------- | -------------------------------- | ------------------------------- | ------ | ---------- |  | ---------- | ----- | -------------- |  | ------------ | ------- | ----------- |  | ------------- | ------ | ------------- |  | ---- | ------- | - |  | - | -------- | ------- | - | - | -- | --- | - | - | ------- | ------- | - | - | ------- | ------- | -
|                                                                                        |                                  |                                 |        |            |  | Notes      |       |                |  |              |         |             |  |               |        |              
|                                                                                        |                                  | Ordinary Shares                 |        | Additional |  | Receivable |       |                |  |              |         | Cumulative  |  | Total         |        |              
|                                                                                        |                                  |                                 |        | Paid-in    |  | from       |       | Deferred Stock |  | Accumulated  |         | Translation |  | Shareholders |        | Comprehensive
|                                                                                        |                                  | Shares                          |        | Amount     |  | Capital    |       | Shareholders   |  | Compensation |         | Deficit     |  | Adjustments   |        | Equity        |  | Loss
|                                                                                        |                                  |                                 |        |            |  |            |       |                |  |              |         |             |  |               |        |               |  |     
|                                                                                        |                                  |                                
|                                                                                        |                                  | (In U.S. dollars, in thousands)
|Balances at July 1, 1999                                                                |                                  |                                 | 7,102  |            |  | $          | 947   |                |  | $            | 38,055  |             |  | $             |       |               |  | $    | (19,453 | ) |  | $ | (11,883  | )       |   | $ | 37 |     |   | $ | 7,703   |         |   |   |         |        
|Issuance of Ordinary Shares pursuant to stock
    plans                                 |                                  |                                 | 597    |            |  |            | 79    |                |  |              | 162     |             |  |               |       |               |  |      |        |   |  |   |         |         |   |   |   |     |   |   | 241     |         |   |   |         |        
|Sale of Ordinary Shares for notes receivables
    from shareholders, net of repurchases |                                  |                                 | 2,957  |            |  |            | 394   |                |  |              | 2,235   |             |  |               | (2,629 | )             |  |      |        |   |  |   |         |         |   |   |   |     |   |   |        |         |   |   |         |        
|Repayments of notes receivable from shareholders                                        |                                  |                                 |       |            |  |            |      |                |  |              |        |             |  |               | 562    |               |  |      |        |   |  |   |         |         |   |   |   |     |   |   | 562     |         |   |   |         |        
|Issuance of Ordinary Shares in initial public
    offering                              |                                  |                                 | 4,600  |            |  |            | 612   |                |  |              | 72,114  |             |  |               |       |               |  |      |        |   |  |   |         |         |   |   |   |     |   |   | 72,726  |         |   |   |         |        
|Costs of initial public offering                                                        |                                  |                                 |       |            |  |            |      |                |  |              | (3,907  | )           |  |               |       |               |  |      |        |   |  |   |         |         |   |   |   |     |   |   | (3,907  | )       |   |   |         |        
|Conversion of Preference Shares and Warrants to
    Ordinary Shares                     |                                  |                                 | 25,508 |            |  |            | 3,393 |                |  |              | 98,026  |             |  |               |       |               |  |      |        |   |  |   |         |         |   |   |   |     |   |   | 101,419 |         |   |   |         |        
|Deferred stock compensation                                                             |                                  |                                 |       |            |  |            |      |                |  |              | 14,669  |             |  |               |       |               |  |      | (14,669 | ) |  |   |         |         |   |   |   |     |   |   |        |         |   |   |         |        
|Amortization of deferred stock-based compensation                                       |                                  |                                 |       |            |  |            |      |                |  |              |        |             |  |               |       |               |  |      | 19,065  |   |  |   |         |         |   |   |   |     |   |   | 19,065  |         |   |   |         |        
|Accretion on Mandatorily Redeemable Convertible
    Preference Shares                   |                                  |                                 |       |            |  |            |      |                |  |              |        |             |  |               |       |               |  |      |        |   |  |   | (84      | )       |   |   |   |     |   |   | (84     | )       |   |   |         |        
|Housing provided by the Stone Group                                                     |                                  |                                 |       |            |  |            |      |                |  |              | 45      |             |  |               |       |               |  |      |        |   |  |   |         |         |   |   |   |     |   |   | 45      |         |   |   |         |        
|Comprehensive loss:                                                                     |                                  |                                 |        |            |  |            |       |                |  |              |         |             |  |               |        |               |  |      |         |   |  |   |          |         |   |   |    |     |   |   |         |         |   |   |         |        
|                                                                                        | Net loss                         |                                 |        |           |  |            |       |               |  |              |         |            |  |               |        |              |  |      |         |  |  |   |          | (50,983 | ) |   |    |    |   |   |         | (50,983 | ) |   | $       | (50,983 | )
|                                                                                        | Currency translation adjustments |                                 |        |           |  |            |       |               |  |              |         |            |  |               |        |              |  |      |         |  |  |   |          |        |   |   |    | 30  |   |   |         | 30      |   |   |         | 30      |  
|                                                                                        |                                  |                                 |        |            |  |            |       |                |  |              |         |             |  |               |        |               |  |      |         |   |  |   |          |         |   |   |    |     |   |   |         |         |   |   |         |        
|Comprehensive loss                                                                      |                                  |                                 |        |            |  |            |       |                |  |              |         |             |  |               |        |               |  |      |         |   |  |   |          |         |   |   |    |     |   |   |         |         |   | $ | (50,953 | )      
|                                                                                        |                                  |                                 |        |            |  |            |       |                |  |              |         |             |  |               |        |               |  |      |         |   |  |   |          |         |   |   |    |     |   |   |         |         |   |   |         |        
|Balances at June 30, 2000                                                               |                                  |                                 | 40,764 |            |  |            | 5,425 |                |  |              | 221,399 |             |  |               | (2,067 | )             |  |      | (15,057 | ) |  |   | (62,950  | )       |   |   | 67 |     |   |   | 146,817 |         |   |   |         |        
|Issuance of Ordinary Shares pursuant to stock
    plans, net of repurchases             |                                  |                                 | 594    |            |  |            | 79    |                |  |              | 1,459   |             |  |               |       |               |  |      |        |   |  |   |         |         |   |   |   |     |   |   | 1,538   |         |   |   |         |        
|Repayments of notes receivable from shareholders                                        |                                  |                                 |       |            |  |            |      |                |  |              |        |             |  |               | 588    |               |  |      |        |   |  |   |         |         |   |   |   |     |   |   | 588     |         |   |   |         |        
|Costs of initial public offering                                                        |                                  |                                 |       |            |  |            |      |                |  |              | (64     | )           |  |               |       |               |  |      |        |   |  |   |         |         |   |   |   |     |   |   | (64     | )       |   |   |         |        
|Deferred stock compensation                                                             |                                  |                                 |       |            |  |            |      |                |  |              | (2,123  | )           |  |               |       |               |  |      | 2,123   |   |  |   |         |         |   |   |   |     |   |   |        |         |   |   |         |        
|Amortization of deferred stock-based compensation                                       |                                  |                                 |       |            |  |            |      |                |  |              |        |             |  |               |       |               |  |      | 7,511   |   |  |   |         |         |   |   |   |     |   |   | 7,511   |         |   |   |         |        
|Comprehensive loss:                                                                     |                                  |                                 |        |            |  |            |       |                |  |              |         |             |  |               |        |               |  |      |         |   |  |   |          |         |   |   |    |     |   |   |         |         |   |   |         |        
|                                                                                        | Net loss                         |                                 |        |           |  |            |       |               |  |              |         |            |  |               |        |              |  |      |         |  |  |   |          | (36,351 | ) |   |    |    |   |   |         | (36,351 | ) |   | $       | (36,351 | )
|                                                                                        | Currency translation adjustments |                                 |        |           |  |            |       |               |  |              |         |            |  |               |        |              |  |      |         |  |  |   |          |        |   |   |    | (72 | ) |   |         | (72     | ) |   |         | (72     | )
|                                                                                        |                                  |                                 |        |            |  |            |       |                |  |              |         |             |  |               |        |               |  |      |         |   |  |   |          |         |   |   |    |     |   |   |         |         |   |   |         |        
|Comprehensive loss                                                                      |                                  |                                 |        |            |  |            |       |                |  |              |         |             |  |               |        |               |  |      |         |   |  |   |          |         |   |   |    |     |   |   |         |         |   | $ | (36,423 | )      
|                                                                                        |                                  |                                 |        |            |  |            |       |                |  |              |         |             |  |               |        |               |  |      |         |   |  |   |          |         |   |   |    |     |   |   |         |         |   |   |         |        
|Balances at June 30, 2001                                                               |                                  |                                 | 41,358 |            |  |            | 5,504 |                |  |              | 220,671 |             |  |               | (1,479 | )             |  |      | (5,423  | ) |  |   | (99,301  | )       |   |   | (5 | )   |   |   | 119,967 |         |   |   |         |        
|Issuance of Ordinary Shares pursuant to stock
    plans, net of repurchases             |                                  |                                 | (61    | )          |  |            | (8    | )              |  |              | (69     | )           |  |               |       |               |  |      |        |   |  |   |         |         |   |   |   |     |   |   | (77     | )       |   |   |         |        
|Repayments of notes receivable from shareholders                                        |                                  |                                 |       |            |  |            |      |                |  |              |        |             |  |               | 429    |               |  |      |        |   |  |   |         |         |   |   |   |     |   |   | 429     |         |   |   |         |        
|Deferred stock compensation                                                             |                                  |                                 |       |            |  |            |      |                |  |              | (1,783  | )           |  |               |       |               |  |      | 1,783   |   |  |   |         |         |   |   |   |     |   |   |        |         |   |   |         |        
|Amortization of deferred stock-based compensation                                       |                                  |                                 |       |            |  |            |      |                |  |              |        |             |  |               |       |               |  |      | 2,341   |   |  |   |         |         |   |   |   |     |   |   | 2,341   |         |   |   |         |        
|Acquisition of long-term investment                                                     |                                  |                                 | 4,593  |            |  |            | 611   |                |  |              | 4,487   |             |  |               |       |               |  |      |        |   |  |   |         |         |   |   |   |     |   |   | 5,098   |         |   |   |         |        
|Comprehensive loss:                                                                     |                                  |                                 |        |            |  |            |       |                |  |              |         |             |  |               |        |               |  |      |         |   |  |   |          |         |   |   |    |     |   |   |         |         |   |   |         |        
|                                                                                        | Net loss                         |                                 |        |           |  |            |       |               |  |              |         |            |  |               |        |              |  |      |         |  |  |   |          | (16,092 | ) |   |    |    |   |   |         | (16,092 | ) |   | $       | (16,092 | )
|                                                                                        | Currency translation adjustments |                                 |        |           |  |            |       |               |  |              |         |            |  |               |        |              |  |      |         |  |  |   |          |        |   |   |    | 24  |   |   |         | 24      |   |   |         | 24      |  
|                                                                                        |                                  |                                 |        |            |  |            |       |                |  |              |         |             |  |               |        |               |  |      |         |   |  |   |          |         |   |   |    |     |   |   |         |         |   |   |         |        
|Comprehensive loss                                                                      |                                  |                                 |        |            |  |            |       |                |  |              |         |             |  |               |        |               |  |      |         |   |  |   |          |         |   |   |    |     |   |   |         |         |   | $ | (16,068 | )      
|                                                                                        |                                  |                                 |        |            |  |            |       |                |  |              |         |             |  |               |        |               |  |      |         |   |  |   |          |         |   |   |    |     |   |   |         |         |   |   |         |        
|Balances at June 30, 2002                                                               |                                  |                                 | 45,890 |            |  | $          | 6,107 |                |  | $            | 223,306 |             |  | $             | (1,050 | )             |  | $    | (1,299  | ) |  | $ | (115,393 | )       |   | $ | 19 |     |   | $ | 111,690 |         |   |   |         |        
|                                                                                        |                                  |                                 |        |            |  |            |       |                |  |              |         |             |  |               |        |               |  |      |         |   |  |   |          |         |   |   |    |     |   |   |         |         |   |   |         |        

The accompanying notes are an integral part of
these consolidated financial statements.

37



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##### Table of Contents



SINA.COM






CONSOLIDATED STATEMENT OF CASH FLOWS


|                                                                           |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |         |        |        |         |  
|-------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | ---------------------------------- | ----------------------------------------- | ----------------------------------------- | ----- | ------ | ------- | ------- | ----- | ----- | ------- | ------- | ------ | ------ | ------- | -
|                                                                           |                                                                                 |                                   
|                                                                           |                                                                                 | Year Ended June 30,               
|                                                                           |                                                                                 |                                   
|                                                                           |                                                                                 | 2002                               |                                           | 2001                                      |       | 2000  
|                                                                           |                                                                                 |                                    |                                           |                                           |       |       
|                                                                           |                                                                                 |                                   
|                                                                           |                                                                                 | (In U.S. dollars, in thousands)   
|Cash flows from operating activities:                                      |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |        
|                                                                           | Net loss                                                                        |                                    | $                                         | (16,092                                   | )     |        | $       | (36,351 | )     |       | $       | (50,983 | )     
|                                                                           | Adjustments to reconcile net loss to net cash
    used in operating activities: |                                    |                                           |                                           |       |        |         |         |       |       |         |         |       
|                                                                           |                                                                                 | Minority interests                 |                                           |                                           |      |        |         |         |      |       |         |         | (119   | )     
|                                                                           |                                                                                 | Loss on equity investments         |                                           |                                           | 562   |        |         |         | 894   |       |         |         | 501    |       
|                                                                           |                                                                                 | Loss on disposal of fixed assets   |                                           |                                           | 267   |        |         |         |      |       |         |         |       |       
|                                                                           |                                                                                 | Depreciation and amortization      |                                           |                                           | 5,186 |        |         |         | 3,566 |       |         |         | 1,476  |       
|                                                                           |                                                                                 | Stock-based compensation           |                                           |                                           | 2,341 |        |         |         | 7,511 |       |         |         | 19,065 |       
|                                                                           |                                                                                 | Amortization of intangible assets  |                                           |                                           | 5,063 |        |         |         | 6,765 |       |         |         | 6,807  |       
|                                                                           |                                                                                 | Changes in assets and liabilities: |                                           |                                           |       |        |         |         |       |       |         |         |        |       
|                                                                           |                                                                                 |                                    | Accounts receivable, net                  |                                           |       | (460   | )       |         |       | (341  | )       |         |        | (2,680 | )      
|                                                                           |                                                                                 |                                    | Prepaid expenses and other current assets |                                           |       | (356   | )       |         |       | 184   |         |         |        | (981   | )      
|                                                                           |                                                                                 |                                    | Receivable from related parties           |                                           |       | 556    |         |         |       | (288  | )       |         |        | (268   | )      
|                                                                           |                                                                                 |                                    | Other assets                              |                                           |       | (178   | )       |         |       | 32    |         |         |        | 128    |        
|                                                                           |                                                                                 |                                    | Accounts payable                          |                                           |       | (514   | )       |         |       | 410   |         |         |        | 375    |        
|                                                                           |                                                                                 |                                    | Accrued liabilities                       |                                           |       | (2,735 | )       |         |       | 3,452 |         |         |        | 6,576  |        
|                                                                           |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |        
|                                                                           |                                                                                 |                                    |                                           | Net cash used in operating activities     |       |        | (6,360  | )       |       |       | (14,166 | )       |        |        | (20,103 | )
|                                                                           |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |        
|Cash flows from investing activities:                                      |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |        
|                                                                           | Acquisition of property and equipment                                           |                                    |                                           | (2,035                                    | )     |        |         | (7,740  | )     |       |         | (7,019  | )     
|                                                                           | Investment in joint venture                                                     |                                    |                                           |                                          |       |        |         |        |       |       |         | (1,395  | )     
|                                                                           | Acquisition of long-term investment                                             |                                    |                                           | (8,595                                    | )     |        |         |        |       |       |         |        |       
|                                                                           | Purchase of short-term investments                                              |                                    |                                           | (4,772                                    | )     |        |         | (26,800 | )     |       |         | (26,447 | )     
|                                                                           |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |        
|                                                                           |                                                                                 |                                    |                                           | Net cash used in investing activities     |       |        | (15,402 | )       |       |       | (34,540 | )       |        |        | (34,861 | )
|                                                                           |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |        
|Cash flows from financing activities:                                      |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |        
|                                                                           | Proceeds from issuance of Preference Shares, net                                |                                    |                                           |                                          |       |        |         |        |       |       |         | 63,920  |       
|                                                                           | Proceeds from issuance of Ordinary Shares, net                                  |                                    |                                           | 30                                        |       |        |         | 1,474   |       |       |         | 69,060  |       
|                                                                           | Repurchase of ordinary shares                                                   |                                    |                                           | (107                                      | )     |        |         |        |       |       |         |        |       
|                                                                           | Proceeds from notes receivable from shareholders                                |                                    |                                           | 429                                       |       |        |         | 588     |       |       |         | 562     |       
|                                                                           |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |        
|                                                                           |                                                                                 |                                    |                                           | Net cash provided by financing activities |       |        | 352     |         |       |       | 2,062   |         |        |        | 133,542 |  
|                                                                           |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |        
|Net increase (decrease) in cash and cash
    equivalents                   |                                                                                 |                                    | (21,410                                   | )                                         |       |        | (46,644 | )       |       |       | 78,578  |        
|Cash and cash equivalents at beginning of year                             |                                                                                 |                                    | 52,505                                    |                                           |       |        | 99,149  |         |       |       | 20,571  |        
|                                                                           |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |        
|Cash and cash equivalents at end of year                                   |                                                                                 | $                                  | 31,095                                    |                                           |       | $      | 52,505  |         |       | $     | 99,149  |        
|                                                                           |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |        
|Supplemental disclosure of noncash investing and
    financing activities: |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |        
|                                                                           | Ordinary Shares issued for notes receivable                                     |                                    | $                                         |                                          |       |        | $       |        |       |       | $       | 2,629   |       
|                                                                           |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |        
|                                                                           | Accretion on Mandatorily Redeemable Convertible
    Preference Shares           |                                    | $                                         |                                          |       |        | $       |        |       |       | $       | 84      |       
|                                                                           |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |        
|                                                                           | Ordinary shares issued for acquisition of
    long-term investment              |                                    | $                                         | 5,098                                     |       |        | $       |        |       |       | $       |        |       
|                                                                           |                                                                                 |                                    |                                           |                                           |       |        |         |         |       |       |         |        

The accompanying notes are an integral part of
these consolidated financial statements.

38



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##### Table of Contents



SINA.COM






NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


(In U.S. dollars)


1.     The Company
and Summary of Significant Accounting Policies



| |            
| | -----------
| | The Company

SINA.com (SINA or the
Company) is a leading online media and value-added
service provider for China and for global Chinese communities.
The Company operates a branded network of web sites targeting
greater China and overseas Chinese, providing an array of
services including online portals, premium email, wireless short
messaging, virtual ISP, search, classified information, online
games, e-commerce, e-learning and enterprise e-solutions.



| |                                                          
| | ---------------------------------------------------------
| | Principles of Consolidation and Basis of
    Presentation

The consolidated financial statements include the
accounts of the Company and its subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
Investments in entities in which the Company can exercise
significant influence, but which are less than majority owned
and not otherwise controlled by the Company, are accounted for
under the equity method.



| |                 
| | ----------------
| | Use of Estimates

The preparation of the consolidated financial
statements in conformity with accounting principles generally
accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.



| |                          
| | -------------------------
| | Cash and Cash Equivalents

The Company considers all highly liquid
investments with original maturities of three months or less
when purchased to be cash equivalents. At June 30, 2002 and
2001, cash equivalents were composed primarily of investments in
commercial paper and money market accounts stated at cost, which
approximated fair value.



| |                       
| | ----------------------
| | Short-Term Investments

Short-term investments were held as securities
available for sale are reported at amortized cost as of the
balance sheet date which approximates fair market value. As of
June 30, 2002 and 2001, the amounts of gross unrealized
gains and losses were not significant.



| |                       
| | ----------------------
| | Property and Equipment

Property and equipment, including leasehold
improvements, are stated at historical cost less accumulated
depreciation and amortization. Depreciation is computed using
the straight-line method over the estimated useful lives of the
assets, generally three to five years. Leasehold improvements
are amortized over the shorter of the estimated useful lives of
the assets or the remaining lease term.



| |                       
| | ----------------------
| | Intangible Assets, Net

Intangible assets, which include developed
technology, trade name, content technology and goodwill arising
from the acquisitions of Sinanet and additional interests in
Beijing SINA Information Technology Co. Ltd. or BSIT, (formerly
known as Beijing Stone Rich Sight Information Technology Co.
Ltd., or BSRS), were amortized using the straight-line method
over a period of three years from the acquisition date.

39



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##### Table of Contents



SINA.COM




NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




| |                                    
| | -----------------------------------
| | Impairment of Long-Lived
    Assets

The Company evaluates the recoverability of
long-lived assets from time to time and will recognize
impairment of long-lived assets in the event the net book value
of such assets exceeds the future undiscounted cash flows
attributable to such assets. Based on its most recent analysis,
the Company believes that there was no impairment of its
property and equipment and intangible assets in any of the
periods presented.



| |                    
| | -------------------
| | Revenue Recognition

The Company derives its revenues from advertising
and non-advertising sources.



| |            
| | -----------
| | Advertising

Advertising revenues are derived principally from
advertising and sponsorship arrangements. In its advertising
contracts the Company typically guarantees a minimum number of
impressions or pages to be delivered to users over a specified
period of time for a fixed fee. Advertising revenues are
recognized on the basis of the number of impressions delivered
or ratably over the period in which the advertising is
displayed, whichever amount is lower, when the collectibility is
reasonably assured. To the extent that minimum guaranteed
impressions deliveries are not met, the Company defers
recognition of the corresponding revenues until the guaranteed
impressions deliveries are achieved. Sponsorship arrangements
typically allow advertisers to sponsor a particular area on the
Companys network in exchange for a fixed payment over the
contract period. Advertising revenues are recognized ratably
over the period of sponsorship. Advertising revenues derived
from the design, coordination and integration of advertising
campaigns and sponsorship to be placed on the Companys web
sites are recognized ratably over the term of such programs.

Revenue from barter transactions is recognized
during the period in which the advertisements are displayed in
the Companys properties. Barter transactions are recorded
at the lower of the fair value of the goods or services received
or the fair value of the advertisement given, provided the fair
value of the transaction is reliably measurable. Barter revenues
represented 1.3% of the advertising revenues for the year ended
June 30, 2000 and less than 1% of the advertising revenues
for the years ended June 30, 2002 and 2001.



| |                
| | ---------------
| | Non-advertising

Non-advertising revenues are derived from
proprietary software products and licenses, e-commerce and other
fee-based services.

Revenue from the sale of software products is
recognized primarily on the delivery of software products to end
users, resellers, distributors, retail merchants and original
equipment manufacturers. The Company delivers its software
products in packaged form or under software licenses. Revenues
from sales of software products in the packaged form are
recognized when persuasive evidence of an arrangement exists,
the price is fixed or determinable, shipment is made and
collectibility is reasonably assured. Software license
agreements are non-refundable and allow the OEM partners to
reproduce the Companys software products for a specified
period of time for a fixed fee or a specified number of copies
for a predetermined unit price. Revenues from software license
agreements are recognized upon delivery of a master copy when
the fixed-fee agreements become effective or based upon activity
reports provided by the OEM partners under the per-copy
arrangements. Provision is made for expected sales returns and
allowances when revenue is recognized. Payments received in
advance of revenue recognition are recorded as deferred revenue.
The Company recognizes revenues in accordance with Statement of
Position (SOP) 97-2, Software Revenue
Recognition, as amended by SOP 98-4 and
SOP 98-9. These Statements generally require revenue earned
on software arrangements involving multiple elements to be
allocated to each element based on the relative fair value of
the elements. The Companys software product agreements do
not involve multiple elements.

40



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##### Table of Contents



SINA.COM




NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


E-commerce revenues are derived principally from
slotting fees charged to merchants for selective positioning and
promoting their goods or services within the Companys
online mall, SinaMall, and from commissions calculated as a
percentage of the online sales transaction value of the
merchants. Slotting fee revenue is recognized ratably over the
period the products are shown on the Companys web site
while the commission revenue is recognized on a net basis after
both successful on-line verification of customers credit
cards and shipment of products. Product returns have not been
significant and are assumed by vendors.

Fee-based services revenues mainly include
wireless short messaging, subscription services and paid email
services. Revenues are recognized in the period in which the
service is performed, provided that no significant Company
obligations remain and collection of the receivables is
reasonably assured.



| |                          
| | -------------------------
| | Product Development Costs

Product development costs include expenses
incurred by the Company to maintain, monitor and manage the
Companys web site. The Company recognizes website
development costs in accordance with SOP 98-1,
Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use. As such, the Company expenses
all costs incurred that relate to the planning and post
implementation phases of development and costs associated with
repair or maintenance of the existing site or the development of
website content. Costs incurred in the development phase are
capitalized and amortized on a straight-line basis over the
estimated product life or on the ratio of current revenues to
total projected product revenue, whichever is greater. Since
inception, the amount of costs qualifying for capitalization has
been immaterial and as a result, all product development costs
have been expensed as incurred.



| |                     
| | --------------------
| | Advertising Expenses

The Company expenses the costs of producing
advertisements at the time production occurs and expenses the
cost of communicating advertising in the period in which the
advertising space or airtime is used. Advertising expenses
totaled $4.7 million, $12.1 million and
$8.8 million during the years ended June 30, 2002,
2001 and 2000, respectively.



| |                         
| | ------------------------
| | Stock-Based Compensation

The Company accounts for stock-based employee
compensation arrangements in accordance with provisions of
Accounting Principles Board (APB) Opinion
No. 25, Accounting for Stock Issued to
Employees, as amended by FASB Interpretation No.
(FIN) 44 and Emerging Issues Task Force
(EITF) No. 00-23 and complies with the
disclosure provisions of SFAS No. 123, Accounting for
Stock-Based Compensation. Under APB No. 25, as
amended, compensation cost is, in general, recognized based on
the difference, if any, on the date of grant between the fair
value of the Companys stock and the amount an employee
must pay to acquire the stock. Deferred compensation is
amortized over the vesting period of 4 years on an
accelerated basis using the model presented in paragraph 24
of FIN 28. Accordingly, the percentages of the deferred
compensation amortized in the first, second, third and fourth
years following the option grant date are approximately 52%,
27%, 15% and 6%, respectively.

The Company accounts for stock issued to
non-employees in accordance with the provisions of SFAS
No. 123 and FIN 44 and EITF No. 96-18 and
No. 00-23.



| |             
| | ------------
| | Income Taxes

Income taxes are accounted for using an asset and
liability approach which requires the recognition of income
taxes payable or refundable for the current year and deferred
tax liabilities and assets for the future tax consequences of
events that have been recognized in the Companys
consolidated financial statements or tax returns. The
measurement of current and deferred tax liabilities and assets
is based on provisions of the

41



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SINA.COM




NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


enacted tax law; the effects of future changes in
tax laws or rates are not anticipated. The measurement of
deferred tax assets is reduced, if necessary, by the amount of
any tax benefits that, based on available evidence, are not
expected to be realized.



| |                 
| | ----------------
| | Foreign Currency

The Companys operations in China,
Hong Kong and Taiwan use the local currencies as their
functional currencies. Accordingly, all assets and liabilities
of the entities in China, Hong Kong and Taiwan are
translated at the exchange rates in effect at the balance sheet
date and revenues and expenses are translated at the average
exchange rates in effect during the reporting period. Gains and
losses resulting from foreign currency translation are recorded
in accumulated other comprehensive income (loss) as a component
of shareholders equity.

Net gains and losses resulting from foreign
exchange transactions are included in the consolidated statement
of operations and were not significant during the periods
presented.



| |                   
| | ------------------
| | Net Loss Per Share

Net loss per share is computed using the weighted
average number of the Ordinary Shares outstanding during the
period. Since the Company has a net loss for all periods
presented, net loss per share on a diluted basis is equivalent
to basic net loss per share because the effect of converting
stock options, warrants and Mandatorily Redeemable Convertible
Preference Shares would be anti-dilutive. Ordinary Shares that
are subject to the Companys right to repurchase are
excluded from the basic and diluted net loss per share
calculations.



| |                            
| | ---------------------------
| | Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the
change in equity of a company during a period from transactions
and other events and circumstances excluding transactions
resulting from investments from owners and distributions to
owners. For the Company, comprehensive loss did not differ
materially from net loss for the periods presented.



| |                                     
| | ------------------------------------
| | Recent Accounting
    Pronouncements

In July 2001, the Financial Accounting Standards
Board issued SFAS No. 141, Business
Combinations and No. 142, Goodwill and Other
Intangible Assets. These standards change the accounting
for business combinations by, among other things, prohibiting
the prospective use of pooling-of-interests accounting and
requiring companies to stop amortizing goodwill and indefinite
lived intangible assets created by business combinations
accounted for using the purchase method of accounting. Instead,
goodwill and indefinite lived intangible assets will be subject
to an annual review for impairment and will be written down and
charged to results of operations only in the periods in which
the recorded value of goodwill and indefinite lived intangible
assets exceed their fair values. The Company adopted these new
statements to account for business combinations completed
subsequent to June 30, 2001. The adoption of these
pronouncements did not have a significant impact on the
Companys consolidated financial statements.

In October 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, which is required to be applied
starting with years beginning after December 15, 2001. SFAS
No. 144 requires, amongst other things, the application
model for long-lived assets that are impaired or to be disposed
of by sale. The Company adopted this statement during the fiscal
year ending June 30, 2003. The adoption of SFAS
No. 144 did not have a significant impact on the
Companys consolidated financial statements.

42



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SINA.COM




NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


2.     Long-Term
Investment

On September 28, 2001, the Company completed
the acquisition of an approximately 27.6% equity interest in Sun
Television Cybernetworks Holdings Limited (Sun TV),
a Hong Kong Stock Exchange listed company, from Ms. Yang,
the chairperson and a major shareholder of Sun TV for
consideration of $7.9 million in cash and approximately
4.6 million in newly issued ordinary shares and transaction
costs of $731,000 for a total purchase price of
$13.7 million. In addition, the Company agreed to issue
3.3 million ordinary shares if Sun TV meets certain
performance targets over the next 18 months. This
contingent consideration of 3.3 million ordinary shares was
waived in April 2002 by an amendment to the original Share
Purchase Agreement with Ms. Yang. The investment is
accounted for using the equity method of accounting.

As of June 30, 2002, the investment in Sun
TV had a market value of $28.6 million.

The purchase price was allocated as follows (in
thousands):

|                                                   |  |   |        |  
|-------------------------------------------------- |  | - | ------ | -
|Sun TV net equity as of acquisition date           |  | $ | 32,373 |  
|SINA.coms equity interest                         |  |   | 27.6   | %
|                                                   |  |   |        |  
|                                                   |  |   | 8,935  |  
|SINA.coms goodwill relates to Sun TV              |  |   | 1,000  |  
|SINA.coms intangible assets relates to Sun
    TV |  |   | 3,794  |  
|                                                   |  |   |        |  
|Purchase price                                     |  | $ | 13,729 |  
|                                                   |  |   |        |  

On September 28, 2001, the Company entered
into a loan agreement with Sun TV in which the Company agreed to
provide a loan facility of $4.0 million to Sun TV for
general working capital purpose. On the same date, the Company
entered into another loan agreement with Ms. Yang, in which
Ms. Yang agreed to loan $4.0 million to the Company to
finance the above $4.0 million loan facility granted to Sun
TV. Under this loan agreement, the Company was obliged to repay
the loan to Ms. Yang only if Sun TV had first complied with
all its payment obligations and the Company had received all
monies due under the loan agreement between the Company and Sun
TV. These two loan agreements had identical terms that both loan
facilities were unsecured, carried interest at LIBOR plus a
margin of 1% per annum and were repayable on September 28,
2004. In April 2002, both loan facilities were terminated
through mutual agreements and all the accrued interests on the
loans were waived. As a result, Sun TV repaid $4.0 million
directly to Ms. Yang.

During the year ended June 30, 2002, the
Company recorded a loss of $562,000 on its investment in Sun TV,
representing the Companys share of Sun TVs reported
loss and amortization of intangible assets, partially offset by
a gain related to the issuance of new shares by Sun TV to other
investors at a price higher than the Companys investment
cost. The new issuance of shares by Sun TV resulted in a
dilution of the Companys interest in Sun TV to 21.8% as of
June 30, 2002.

The carrying value of the investment as of
June 30, 2002 was as follows (in thousands):

|                                                   |  |   |        |  
|-------------------------------------------------- |  | - | ------ | -
|Sun TV net equity as of June 30, 2002              |  | $ | 47,453 |  
|SINA.coms equity interest                         |  |   | 21.8   | %
|                                                   |  |   |        |  
|                                                   |  |   | 10,345 |  
|SINA.coms intangible assets relates to Sun
    TV |  |   | 2,822  |  
|                                                   |  |   |        |  
|Investment in Sun TV                               |  | $ | 13,167 |  
|                                                   |  |   |        |  

43



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SINA.COM




NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


3.     Balance Sheet
Components

|                             |                                                 |                |        |         |   |   |        |         |  
|---------------------------- | ----------------------------------------------- | -------------- | ------ | ------- | - | - | ------ | ------- | -
|                             |                                                 |               
|                             |                                                 | June 30,      
|                             |                                                 |               
|                             |                                                 | 2002           |        | 2001   
|                             |                                                 |                |        |        
|                             |                                                 |               
|                             |                                                 | (In thousands)
|Cash and cash equivalents:   |                                                 |                |        |         |   |   |        |        
|                             | Cash                                            |                | $      | 31,095  |   |   | $      | 14,334  |  
|                             | Commercial paper                                |                |        |        |   |   |        | 38,171  |  
|                             |                                                 |                |        |         |   |   |        |        
|                             |                                                 | $              | 31,095 |         |   | $ | 52,505 |        
|                             |                                                 |                |        |         |   |   |        |        
|Short-term investments:      |                                                 |                |        |         |   |   |        |        
|                             | Time deposits                                   |                | $      | 33      |   |   | $      | 30      |  
|                             | Corporate notes and government bonds            |                |        | 62,023  |   |   |        | 57,254  |  
|                             |                                                 |                |        |         |   |   |        |        
|                             |                                                 | $              | 62,056 |         |   | $ | 57,284 |        
|                             |                                                 |                |        |         |   |   |        |        
|Accounts receivable, net:    |                                                 |                |        |         |   |   |        |        
|                             | Accounts receivable                             |                | $      | 6,718   |   |   | $      | 5,843   |  
|                             | Less: Allowance for doubtful accounts           |                |        | (1,996  | ) |   |        | (1,581  | )
|                             |                                                 |                |        |         |   |   |        |        
|                             |                                                 | $              | 4,722  |         |   | $ | 4,262  |        
|                             |                                                 |                |        |         |   |   |        |        
|Property and equipment, net: |                                                 |                |        |         |   |   |        |        
|                             | Computer equipment and software                 |                | $      | 16,265  |   |   | $      | 15,885  |  
|                             | Furniture and fixtures                          |                |        | 773     |   |   |        | 735     |  
|                             | Leasehold improvements                          |                |        | 704     |   |   |        | 913     |  
|                             |                                                 |                |        |         |   |   |        |        
|                             |                                                 |                | 17,742 |         |   |   | 17,533 |        
|                             | Less: Accumulated depreciation and amortization |                |        | (9,502  | ) |   |        | (5,622  | )
|                             |                                                 |                |        |         |   |   |        |        
|                             |                                                 | $              | 8,240  |         |   | $ | 11,911 |        
|                             |                                                 |                |        |         |   |   |        |        
|Intangible assets, net:      |                                                 |                |        |         |   |   |        |        
|                             | Purchased technology                            |                | $      | 1,638   |   |   | $      | 1,638   |  
|                             | Trade name                                      |                |        | 931     |   |   |        | 931     |  
|                             | Work force                                      |                |        | 762     |   |   |        | 762     |  
|                             | Content relationship                            |                |        | 1,197   |   |   |        | 1,197   |  
|                             | Goodwill                                        |                |        | 15,895  |   |   |        | 15,895  |  
|                             |                                                 |                |        |         |   |   |        |        
|                             |                                                 |                | 20,423 |         |   |   | 20,423 |        
|                             | Less: Accumulated amortization                  |                |        | (20,423 | ) |   |        | (15,360 | )
|                             |                                                 |                |        |         |   |   |        |        
|                             |                                                 | $              |       |         |   | $ | 5,063  |        
|                             |                                                 |                |        |         |   |   |        |        
|Accrued liabilities:         |                                                 |                |        |         |   |   |        |        
|                             | Payroll and related expenses                    |                | $      | 2,176   |   |   | $      | 3,489   |  
|                             | Deferred revenue                                |                |        | 1,967   |   |   |        | 2,200   |  
|                             | Sales taxes payable                             |                |        | 372     |   |   |        | 245     |  
|                             | Marketing expenses                              |                |        | 1,247   |   |   |        | 2,261   |  
|                             | Other                                           |                |        | 2,804   |   |   |        | 3,347   |  
|                             |                                                 |                |        |         |   |   |        |        
|                             |                                                 | $              | 8,566  |         |   | $ | 11,542 |        
|                             |                                                 |                |        |         |   |   |        |        

44



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SINA.COM




NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


4.     Related Party
Transactions

Transactions with ICP Company and Ad Company.To comply with Chinese regulations, in
April 2000, Beijing SINA Information Technology Co. Ltd. or
BSIT, the Companys subsidiary in China, entered into
agreements with two limited liability companies incorporated in
China: Beijing SINA Interactive Advertising Co., Ltd. (the
Ad Company) and Beijing SINA Internet Information
Services Co., Ltd. (the ICP Company.) The Ad Company
is a Chinese advertising company that is 75% owned by Yan Wang,
the Companys president, and 25% owned by BSIT. The ICP
Company is a Chinese Internet content provider that is 30% owned
by Daniel Mao, the Companys chief executive officer, 30%
owned by Yan Wang and 40% by four other employees of the
Company. All individual shareholders of the Ad Company and the
ICP Company are required under their agreements with BSIT to
transfer their interest in the Ad Company or ICP Company to BSIT
or to any person specified by BSIT at any time at BSITs
request, provided that such transfer is not in violation of
Chinese laws and regulations. In the opinion of SINAs
Chinese counsel, the ownership of BSIT and its businesses comply
with existing Chinese laws and regulations.

Pursuant to these agreements, the ICP Company is
responsible for operating www.sina.com.cn in connection with its
Internet content company license and sells advertising space on
the China web site to the Ad Company. The Ad Company, in turn,
places advertisements in this space for third parties under its
advertising license. In addition, BSIT licensed intellectual
property and transferred equipment to the ICP Company and acts
as the ICP Companys provider of technical services, all in
exchange for fees or other payments. BSIT is also a consultant
and service provider to the Ad Company for its domestic Chinese
customers. Substantially all of the income received from sales
by the Ad Company and ICP Company from third parties is paid to
BSIT.

Through ten-year proxies ending in the years 2011
and 2010, BSIT has complete voting control over the ICP Company
and the Ad Company. The employee owners of the ICP Company and
the Ad Company do not have participating rights as defined in
EITF 96-16 with respect to the management of the ICP Company and
the Ad Company. Therefore, the financial position and results of
operations of the ICP Company and the Ad Company are
consolidated with the financial statements of SINA.com, and
intercompany transactions and balances are eliminated in the
consolidation.

Prior to October 1, 2001, when BSIT obtained
the proxy for the ICP Company, the financial position and
results of operations of the ICP Company were not consolidated
in the Companys financial statements. During the quarter
ended September 30, 2001 and the years ended June 30,
2001 and 2000, BSIT recorded $614,000, $924,000 and $95,000,
respectively, of revenue from technical support service provided
to the ICP Company, which amounts were equal to the revenue the
ICP Company received from unrelated parties during the same
periods. During the quarter ended September 30, 2001 and
the years ended June 30, 2001 and 2000, the Ad Company paid the
ICP Company $72,000, $338,000 and $434,000, respectively, for
advertising space. As a result of the transactions, BSIT
recorded a receivable from the ICP Company of $436,000 and
$148,000 at June 30, 2001 and 2000, respectively. These
amounts plus loans by BSIT to certain employees for the purpose
of setting up the ICP Company totaled to $556,000 and $268,000,
which were reported as receivables from related parties as of
June 30, 2001 and 2000, respectively. Also, BSIT accrued
for the costs and expenses of the ICP Company in excess of its
revenues as the costs are incurred by the ICP Company. For the
quarter ended September 30, 2001 and the years ended
June 30, 2001 and 2000, BSIT accrued $662,000,
$1.6 million and $381,000, respectively, for the ICP
Companys losses. BSIT obtained the proxy for the Ad
Company earlier, and the results of the Ad Company have been
consolidated for all periods presented.

BSIT was formerly known as Beijing Stone Rich
Sight Information Technology Co. Ltd., or BSRS.

Joint venture investment.In December 1999, the Company
contributed $1.4 million in cash for a 35.4% interest in a joint
venture with Adforce, Inc. and Compuserve Consultants, Ltd. The
investment in the joint venture was accounted for under the
equity method. The total expenses incurred from service provided
by the

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SINA.COM




NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


joint venture for the year ended June 30,
2001 amounted to $309,000. The payable to the joint venture as
of June 30, 2001 was $309,000. The investment was written
off due to the joint ventures cease of operation during
the year ended June 30, 2001.

Shareholder notes.During the years ended June 30,
2002 and 2001, respectively, notes of $429,000 and $588,000 were
repaid. As of June 30, 2002 and 2001, notes receivable from
shareholders were $1.1 million and $1.5 million. These
ordinary shares are subject to rights of repurchase by the
Company until such shares are vested. The notes are full
recourse and have a five-year term expiring in 2005. They bear
interest ranging from 5.74% to 5.87%.

5.     Income
Taxes

Income is subject to taxation in the various
countries in which the Company and its subsidiaries operate. The
components of losses before income taxes are as follows:

|                                                                                  |  |                             |         |      |  |      |         |   |  |   |         |  
|--------------------------------------------------------------------------------- |  | --------------------------- | ------- | ---- |  | ---- | ------- | - |  | - | ------- | -
|                                                                                  |  |                            
|                                                                                  |  | For the Year Ended June 30,
|                                                                                  |  |                            
|                                                                                  |  | 2002                        |         | 2001 |  | 2000
|                                                                                  |  |                             |         |      |  |     
|                                                                                  |  |                            
|                                                                                  |  | (In thousands)             
|Loss subject to U.S. income taxes only                                            |  | $                           | (6,153  | )    |  | $    | (12,956 | ) |  | $ | (13,566 | )
|Loss subject to foreign income taxes, and in
    certain cases, U.S. income taxes |  |                             | (9,939  | )    |  |      | (23,395 | ) |  |   | (37,501 | )
|                                                                                  |  |                             |         |      |  |      |         |   |  |   |         |  
|Loss before taxes                                                                 |  | $                           | (16,092 | )    |  | $    | (36,351 | ) |  | $ | (51,067 | )
|                                                                                  |  |                             |         |      |  |      |         |   |  |   |         |  

The components of the net deferred tax assets as
of June 30, 2002 and 2001 are as follows:

|                     |                                  |                |   |         |   |   |   |         |  
|-------------------- | -------------------------------- | -------------- | - | ------- | - | - | - | ------- | -
|                     |                                  |               
|                     |                                  | June 30,      
|                     |                                  |               
|                     |                                  | 2002           |   | 2001   
|                     |                                  |                |   |        
|                     |                                  |               
|                     |                                  | (In thousands)
|Deferred tax assets: |                                  |                |   |         |   |   |   |        
|                     | Net operating loss carryforward  |                | $ | 18,020  |   |   | $ | 15,224  |  
|                     | Other accruals and liabilities   |                |   | 484     |   |   |   | 521     |  
|                     | Research and development credits |                |   | 622     |   |   |   | 578     |  
|                     | Depreciation and amortization    |                |   | 374     |   |   |   | 224     |  
|                     |                                  |                |   |         |   |   |   |        
|                     | Total deferred tax assets        |                |   | 19,500  |   |   |   | 16,547  |  
|                     | Less: Valuation allowance        |                |   | (19,500 | ) |   |   | (16,547 | )
|                     |                                  |                |   |         |   |   |   |        
|                     |                                  | $              |  |         |   | $ |  |        
|                     |                                  |                |   |         |   |   |   |        

The Company has established a valuation allowance
against its deferred tax assets due to the uncertainty
surrounding the realization of such assets. Management evaluates
that significant evidence does not exist under generally
accepted accounting principles to support a conclusion that it
is more likely than not that the future deferred tax asset will
be realized.

As of June 30, 2002, the subsidiary of the
Company in the United States had approximately
$40.6 million of federal and $17.4 million of state
net operating loss carryforwards available to offset future
taxable income. The federal net operating loss carryforwards
will expire, if unused, in fiscal years 2012 through 2022, and
the state net operating loss carryforwards will expire, if
unused, in fiscal years 2003 through 2011. Included in the net
operating loss is $168,000 and $11,000 of federal and state net
operating loss carryforwards relating to employee stock options,
the benefit of which will be credited to equity when realized.
The Tax Reform Act of 1986 limits the use of net operating loss
and tax credit carryforwards in certain situations when changes
occur

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SINA.COM




NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


in the stock ownership of a company. In the event
the Company has a change in ownership, utilization of
carryforwards could be restricted.

Additionally, as of June 30, 2002, the
Companys Hong Kong subsidiary had approximately
$9.5 million net operating loss carryforwards which can be
carried forward indefinitely to offset future taxable income.
The China subsidiary also had net operating loss carryforwards
of approximately $17.0 million which can be carried forward
for 5 years.

6.     Net Loss Per
Share

The following table sets forth the computation of
basic and diluted net loss per share for the periods presented:

|                                                                                                                                                             |                                                                                 |                       |       |         |   |      |       |         |   |   |        |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------- | --------------------- | ----- | ------- | - | ---- | ----- | ------- | - | - | ------ | ------- | -
|                                                                                                                                                             |                                                                                 |                      
|                                                                                                                                                             |                                                                                 | Year Ended June 30,  
|                                                                                                                                                             |                                                                                 |                      
|                                                                                                                                                             |                                                                                 | 2002                  |       | 2001    |   | 2000
|                                                                                                                                                             |                                                                                 |                       |       |         |   |     
|                                                                                                                                                             |                                                                                 |                      
|                                                                                                                                                             |                                                                                 | (In thousands, except
|                                                                                                                                                             |                                                                                 | per share amounts)   
|Numerator:                                                                                                                                                   |                                                                                 |                       |       |         |   |      |       |         |   |   |        |        
|                                                                                                                                                             | Net loss                                                                        |                       | $     | (16,092 | ) |      | $     | (36,351 | ) |   | $      | (50,983 | )
|                                                                                                                                                             | Accretion of mandatorily redeemable convertible
    preference redemption value |                       |       |        |   |      |       |        |   |   |        | (84     | )
|                                                                                                                                                             |                                                                                 |                       |       |         |   |      |       |         |   |   |        |        
|                                                                                                                                                             | Net loss attributable to ordinary shareholders                                  |                       | $     | (16,092 | ) |      | $     | (36,351 | ) |   | $      | (51,067 | )
|                                                                                                                                                             |                                                                                 |                       |       |         |   |      |       |         |   |   |        |        
|Denominator:                                                                                                                                                 |                                                                                 |                       |       |         |   |      |       |         |   |   |        |        
|                                                                                                                                                             | Shares used in computing basic and diluted net
    loss per share               |                       |       | 44.315  |   |      |       | 40,110  |   |   |        | 14,836  |  
|                                                                                                                                                             |                                                                                 |                       |       |         |   |      |       |         |   |   |        |        
|Basic and diluted net loss per share attributable
    to ordinary shareholders                                                                               |                                                                                 | $                     | (0.36 | )       |   | $    | (0.91 | )       |   | $ | (3.44  | )      
|                                                                                                                                                             |                                                                                 |                       |       |         |   |      |       |         |   |   |        |        
|Antidilutive securities including options,
    warrants, preference shares and restricted ordinary shares not
    included in net loss per share calculation |                                                                                 |                       | 5,861 |         |   |      | 5,357 |         |   |   | 23,859 |        
|                                                                                                                                                             |                                                                                 |                       |       |         |   |      |       |         |   |   |        |        

7.     Employee
Benefit Plans



| |                    
| | -------------------
| | 410(k) Savings Plan

The Company has a saving plan that qualifies as a
deferred salary arrangement under Section 401(k) of the
Internal Revenue Code (the 401(k) Plan). Under the
401(k) Plan, participating employees may defer a percentage (not
to exceed 25%) of their eligible pretax earnings up to the
Internal Revenue Services annual contribution limit. All
employees on the United States payroll of the Company age
21 years or older are eligible to participate in the 401(k)
Plan. The Company had not been required to contribute to the
401(k) Plan.



| |                                                     
| | ----------------------------------------------------
| | China Contribution Plan and Profit
    Appropriation

The Companys subsidiary in China
participates in a government-mandated multi-employer defined
contribution plan pursuant to which certain retirement, medical
and other welfare benefits are provided to employees. Chinese
labor regulations require the Companys subsidiary to pay
to the local labor bureau a monthly contribution at a stated
contribution rate based on the monthly basic compensation of
qualified employees. The relevant local labor bureau is
responsible for meeting all retirement benefit obligations; the
Company has no further commitments beyond its monthly
contribution. During years ended June 30, 2002,

47



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SINA.COM




NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


2001 and 2000, the Company contributed to these
funds a total of $0.8 million, $0.7 million and
$1.2 million, respectively.

Pursuant to the laws applicable to Chinas
Foreign Investment Enterprises, the Companys subsidiary in
China must make appropriations from after-tax profit to
non-distributable reserve funds as determined by the Board of
Directors. These reserve funds include a (i) general
reserve, (ii) enterprise expansion fund and
(iii) staff bonus and welfare fund. The general reserve
fund requires annual appropriations of 10% of after-tax profit
(as determined under PRC GAAP); the other fund appropriations
are at the Companys discretion. Since the Companys
PRC subsidiary is in a loss making position, no appropriations
have been made to the general reserve fund.

8.     Stock
Plans



| |                       
| | ----------------------
| | 1999 Stock Option Plan

In May 1999, the Company adopted the 1999 Stock
Option Plan (the 1999 Plan). The 1999 Plan provides
for the granting of stock options to employees, consultants and
directors of the Company. Options granted under the Plan may be
either incentive stock options or nonqualified stock options.
Incentive stock options (ISO) may be granted only to
Company employees (including officers and directors who are also
employees). Nonqualified stock options (NSO) may be
granted to Company employees and consultants. As of
June 30, 2002, the Company has reserved 11,358,000 ordinary
shares for issuance under the 1999 Plan, including a previous
plan carried over from 1997 and options assumed in the Sinanet
acquisition. The 1999 Plan will continue in effect until May
2009, unless terminated earlier in accordance with the terms of
the Plan. As of June 30, 2002, there were a total of 3,072,000
options outstanding under the 1999 Plan.

Options under the Companys 1999 Plan may be
granted for a term of up to ten years and at prices no less than
85% of the estimated fair value of the shares on the date of
grant as determined by the Board of Directors, provided,
however, that the exercise price of an ISO and NSO shall not be
less than 100% and 85% of the estimated fair value of the shares
on the date of grant, respectively. The exercise price of an ISO
and NSO granted to a 10% shareholder should not be less than
110% of the estimated fair value of the shares on the date of
grant. Options granted under the Plan through June 30, 2002
generally vest 25% after the first year and then 2.083% each
month thereafter. Certain options vest monthly over a four year
term or a one year term. Certain grants are exercisable
immediately under such terms and conditions as determined by the
Board of Directors. Ordinary Shares issued upon such early
exercises are subject to rights of repurchases by the Company
until such shares become fully vested. At June 30, 2002 and
2001, there were 309,000 and 888,000, respectively, shares of
such Ordinary Shares issued that were subject to repurchase.



| |                                     
| | ------------------------------------
| | 1999 Executive Stock Option
    Plan

In October 1999, the Board adopted the 1999
Executive Stock Option Plan (the Executive Plan). An
aggregate of 2,250,000 Ordinary Shares have been reserved for
issuance under the Executive Plan. The Executive Plan provides
for the granting of options to purchase Ordinary Shares and
Ordinary Share purchase rights to eligible employees and
consultants. As of June 30, 2002, a total of 3,602,000
options had been granted under the Executive Plan, of which a
total of 1,352,000 had been cancelled and a total of 56,000 had
been exercised. As of June 30, 2002, there were a total of
2,194,000 options outstanding under the Executive Plan. Options
under Executive Plan may be granted for a term of up to ten
years and at prices no less than 85% of the estimated fair value
of the shares on the date of grant as determined by the Board of
Directors, provided, however, that the exercise price of an ISO
and NSO shall not be less than 100% and 85% of the estimated
fair value of the shares on the date of grant, respectively. The
exercise price of an ISO and NSO granted to a 10% shareholder
should not be less than 110% of the estimated fair value of the
shares on the date of grant. Options granted under the Executive
Plan through June 30, 2002 generally vest 25% after the
first year and then 2.083% each month thereafter. Certain
options vest monthly over a four year term or a one year term.
Certain

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NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


grants are exercisable immediately under such
terms and conditions as determined by the Board of Directors.
Ordinary Shares issued upon such early exercises are subject to
rights of repurchases by the Company until such shares become
fully vested. The Executive Plan will continue in effect until
October 2009, unless terminated earlier in accordance with the
terms of the Executive Plan.



| |                                 
| | --------------------------------
| | Directors Stock Option
    Plan

In October 1999, the Board approved the 1999
Directors Stock Option Plan (the Directors
Plan) covering an aggregate of 750,000 ordinary shares.
The Directors Plan became effective on the effective date
of the initial public offering and provides a non-employee
director after the completion of the offering (1) a
nonstatutory stock option to purchase 37,500 ordinary
shares on the date on which he or she first becomes a member of
the Board of Directors, and (2) an additional nonstatutory
stock option to purchase 15,000 shares on the date of each
annual shareholders meeting immediately thereafter, if on
such date he or she has served on the Board for at least six
months. All options granted under the Directors Plan shall
not be less than 100% of the estimated fair value of the shares
on the date of grant and shall have a maximum term of
10 years. All options granted under the Directors
Plan vest in full immediately upon grant. As of June 30,
2002, a total of 323,000 options had been granted under the
Directors Plan and 285,000 options are outstanding at
June 30, 2002.



| |                                         
| | ----------------------------------------
| | Activities of All Stock Option
    Plans

The following table summarizes stock option
activity under the Companys stock option plans:

|                                                                              |           |                                          |       |          |   |             |      |          |  |             |       |          |   |   |      |      |  |  |       |        |   |   |      |      | 
|----------------------------------------------------------------------------- | --------- | ---------------------------------------- | ----- | -------- | - | ----------- | ---- | -------- |  | ----------- | ----- | -------- | - | - | ---- | ---- |  |  | ----- | ------ | - | - | ---- | ---- | 
|                                                                              |           |                                         
|                                                                              |           | Year Ended June 30,                     
|                                                                              |           |                                         
|                                                                              |           |                                          |       |          |   |            
|                                                                              |           | 2002                                     |       | 2001     |   | 2000       
|                                                                              |           |                                          |       |          |   |            
|                                                                              |           |                                          |       | Weighted |   |             |      | Weighted |  |             |       | Weighted
|                                                                              |           |                                          |       | Average  |   |             |      | Average  |  |             |       | Average 
|                                                                              |           | Options                                  |       | Exercise |   | Options     |      | Exercise |  | Options     |       | Exercise
|                                                                              |           | Outstanding                              |       | Price    |   | Outstanding |      | Price    |  | Outstanding |       | Price   
|                                                                              |           |                                          |       |          |   |             |      |          |  |             |       |         
|                                                                              |           |                                         
|                                                                              |           | (In thousands, except per share amounts)
|Outstanding at beginning of period                                            |           |                                          | 4,469 |          |   | $           | 6.21 |          |  |             | 4,722 |          |   | $ | 7.02 |      |  |  | 5,999 |        |   | $ | 0.56 |     
|                                                                              | Granted   |                                          |       | 2,470    |   |             |      | 1.62     |  |             |       | 1,919    |   |   |      | 4.10 |  |  |       | 4,887  |   |   |      | 7.24 | 
|                                                                              | Exercised |                                          |       | (37      | ) |             |      | 0.47     |  |             |       | (531     | ) |   |      | 1.66 |  |  |       | (5,171 | ) |   |      | 0.77 | 
|                                                                              | Canceled  |                                          |       | (1,351   | ) |             |      | 8.08     |  |             |       | (1,641   | ) |   |      | 7.53 |  |  |       | (993   | ) |   |      | 1.55 | 
|                                                                              |           |                                          |       |          |   |             |      |          |  |             |       |          |   |   |      |      |  |  |       |        |   |   |      |     
|Outstanding at period end                                                     |           |                                          | 5,551 |          |   |             | 3.75 |          |  |             | 4,469 |          |   |   | 6.21 |      |  |  | 4,722 |        |   |   | 7.02 |     
|                                                                              |           |                                          |       |          |   |             |      |          |  |             |       |          |   |   |      |      |  |  |       |        |   |   |      |     
|Weighted average grant date fair value of options
    granted during the year |           |                                          |       |          |   | $           | 0.71 |          |  |             |       |          |   | $ | 3.08 |      |  |  |       |        |   | $ | 6.49 |     

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SINA.COM




NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


At June 30, 2002, approximately 2,888,000
options were available for grant under the Plans.

|                         |  |                                      |       |                        |  |          |      |                |  |          |       |  |  |  |       |  |  |   |       | 
|------------------------ |  | ------------------------------------ | ----- | ---------------------- |  | -------- | ---- | -------------- |  | -------- | ----- |  |  |  | ----- |  |  | - | ----- | 
|                         |  |                                      |       |                       
|                         |  | Options Outstanding at June 30, 2002 |       | Options Exercisable at
|                         |  |                                      |       | June 30, 2002         
|                         |  |                                      |       | Weighted               |  |          |      |               
|                         |  |                                      |       | Average                |  | Weighted |      |                |  | Weighted
|                         |  |                                      |       | Remaining              |  | Average  |      |                |  | Average 
|                         |  | Number                               |       | Contractual            |  | Exercise |      | Number         |  | Exercise
|Range of Exercise Prices |  | Outstanding                          |       | Life                   |  | Price    |      | Outstanding    |  | Price   
|                         |  |                                      |       |                        |  |          |      |                |  |         
|                         |  | (In thousands)                       |       |                        |  |          |      | (In thousands) |  |         
|$0.16 - $1.50            |  |                                      | 1,212 |                        |  |          | 7.95 |                |  | $        | 1.00  |  |  |  | 795   |  |  | $ | 0.84  | 
|$1.68 - $3.13            |  |                                      | 2,953 |                        |  |          | 9.53 |                |  |          | 1.97  |  |  |  | 580   |  |  |   | 2.23  | 
|$6.50 - $7.33            |  |                                      | 1,050 |                        |  |          | 7.46 |                |  |          | 7.18  |  |  |  | 763   |  |  |   | 7.25  | 
|$11.50 - $27.94          |  |                                      | 336   |                        |  |          | 7.80 |                |  |          | 18.63 |  |  |  | 251   |  |  |   | 18.11 | 
|                         |  |                                      |       |                        |  |          |      |                |  |          |       |  |  |  |       |  |  |   |       | 
|                         |  |                                      | 5,551 |                        |  |          |      |                |  |          |       |  |  |  | 2,389 |  |  |   |       | 
|                         |  |                                      |       |                        |  |          |      |                |  |          |       |  |  |  |       |  |  |   |       | 

Stock-based compensation.The Company recorded deferred stock
compensation totaling $33.4 million which is being
amortized over the vesting periods of the related options, which
are generally four years. Amortization expense recognized during
the years ended June 30, 2002, 2001 and 2000 totaled
approximately $2.3 million, $7.5 million and
$19.1 million, respectively.

Fair value disclosures.The Company calculated the fair value
of each option grant on the date of grant using the
Black-Scholes pricing method with the following assumptions:

|                         |  |                     |               |      |  |      |               |   |  |  |               |  
|------------------------ |  | ------------------- | ------------- | ---- |  | ---- | ------------- | - |  |  | ------------- | -
|                         |  |                    
|                         |  | Year Ended June 30,
|                         |  |                    
|                         |  | 2002                |               | 2001 |  | 2000
|                         |  |                     |               |      |  |     
|Risk-free interest rate  |  |                     | 3.70% -  4.36 | %    |  |      | 4.64% -  6.15 | % |  |  | 6.00% -  6.40 | %
|Expected life (in years) |  |                     | 4             |      |  |      | 4             |   |  |  | 4             |  
|Expected dividend yield  |  |                     |              |      |  |      |              |   |  |  |              |  
|Volatility               |  |                     | 49            | %    |  |      | 108           | % |  |  | 84            | %

Prior to the Companys initial public
offering, the fair value of each option grant was determined
using the minimum value method. Options granted subsequent to
the initial public offering have been valued using the
Black-Scholes model considering the expected volatility of our
stock price, determined in accordance with FAS 123, in arriving
at an option valuation. The minimum value method does not
consider stock price volatility. Had compensation cost for the
Companys stock-based compensation plans been determined
based on the fair value at the grant dates for the awards under
a method prescribed by SFAS No. 123, the
Companys net loss per share would have been adjusted to
the pro forma amounts as follows:

|                                       |             |                       |   |         |   |      |   |         |   |  |   |         |  
|-------------------------------------- | ----------- | --------------------- | - | ------- | - | ---- | - | ------- | - |  | - | ------- | -
|                                       |             |                      
|                                       |             | Year Ended June 30,  
|                                       |             |                      
|                                       |             | 2002                  |   | 2001    |   | 2000
|                                       |             |                       |   |         |   |     
|                                       |             |                      
|                                       |             | (In thousands, except
|                                       |             | per share amounts)   
|Net loss:                              |             |                       |   |         |   |      |   |         |   |  |   |        
|                                       | As reported |                       | $ | (16,092 | ) |      | $ | (36,351 | ) |  | $ | (51,067 | )
|                                       |             |                       |   |         |   |      |   |         |   |  |   |        
|                                       | Pro forma   |                       | $ | (16,313 | ) |      | $ | (36,878 | ) |  | $ | (53,429 | )
|                                       |             |                       |   |         |   |      |   |         |   |  |   |        
|Net loss per share, basic and diluted: |             |                       |   |         |   |      |   |         |   |  |   |        
|                                       | As reported |                       | $ | (0.36   | ) |      | $ | (0.91   | ) |  | $ | (3.44   | )
|                                       |             |                       |   |         |   |      |   |         |   |  |   |        
|                                       | Pro forma   |                       | $ | (0.37   | ) |      | $ | (0.92   | ) |  | $ | (3.60   | )
|                                       |             |                       |   |         |   |      |   |         |   |  |   |        

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SINA.COM




NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




| |                             
| | ----------------------------
| | Employee Stock Purchase Plan

In October 1999, the Board adopted the 1999
Employee Stock Purchase Plan (the Purchase Plan). An
aggregate of 3,750,000 ordinary shares have been reserved for
issuance under the plan, plus annual increases equal to the
lesser of (1) 600,000 shares, (2) 0.5% of the ordinary
shares outstanding on the last day of the immediately preceding
fiscal year, or (3) such lesser number of shares as is
determined by the Board. The Purchase Plan is implemented by a
series of overlapping periods of approximately
24 months duration, with new offering periods (other
than the first offering period which will be approximately
9 1/2 months) commencing on February 1 and
August 1 of each year. The price at which stock is
purchased under the Purchase Plan is equal to the lower of 85%
of the fair market value of the Ordinary Shares at the beginning
of each offering period or at the end of each purchase period.
The eligible employees can have up to 20% of their earnings
withheld to be used to purchase shares of the Companys
Ordinary Share. The Purchase Plan offers automatic withdrawal
and reenrollment provision under which the participant in the
ongoing offering period shall automatically be deemed to have
withdrawn from the ongoing offering period and enrolled in such
new offering period under the same subscription agreement in
effect for such ongoing offering period if the fair market value
of the shares on the new offering period is lower than the in
progress offering period. The 1999 Employee Stock Purchase Plan
became effective on the effective date of the initial public
offering. As of June 30, 2002, total contributions by
employees to the Purchase Plan was $0.7 million and 88,000
shares had been issued under the Purchase Plan.

9.     Segment
Information

Based on the criteria established by Statement of
Financial Accounting Standards No. 131, Disclosures
about Segments of an Enterprise and Related Information,
the Company currently operates in two principal business
segments globally; advertising and non-advertising. The Company
does not allocate any operating costs or assets to its segments
as management does not use this information to measure the
performance of these operating segments. Management does not
believe that allocating these expenses or assets is meaningful
in evaluating these segments performance.

The following is a summary of the Companys
geographic operation:

|                                        |                   |                |   |       |  |           |   |        |  |       |   |       |  |  |   |       |  |  |   |        | 
|--------------------------------------- | ----------------- | -------------- | - | ----- |  | --------- | - | ------ |  | ----- | - | ----- |  |  | - | ----- |  |  | - | ------ | 
|                                        |                   | U.S.           |   | China |  | Hong Kong |   | Taiwan |  | Total
|                                        |                   |                |   |       |  |           |   |        |  |      
|                                        |                   |               
|                                        |                   | (In thousands)
|Year ended and as of June 30,
    2002: |                   |                |   |       |  |           |   |        |  |       |   |       |  |  |   |       |  |  |   |       
|                                        | Revenues          |                | $ | 2,524 |  |           | $ | 22,832 |  |       | $ | 1,542 |  |  | $ | 1,610 |  |  | $ | 28,508 | 
|                                        | Long-lived assets |                |   | 666   |  |           |   | 5,079  |  |       |   | 824   |  |  |   | 1,671 |  |  |   | 8,240  | 
|Year ended and as of June 30,
    2001: |                   |                |   |       |  |           |   |        |  |       |   |       |  |  |   |       |  |  |   |       
|                                        | Revenues          |                | $ | 6,866 |  |           | $ | 17,190 |  |       | $ | 1,002 |  |  | $ | 1,625 |  |  | $ | 26,683 | 
|                                        | Long-lived assets |                |   | 1,754 |  |           |   | 6,103  |  |       |   | 1,317 |  |  |   | 2,737 |  |  |   | 11,911 | 
|Year ended and as of June 30,
    2000: |                   |                |   |       |  |           |   |        |  |       |   |       |  |  |   |       |  |  |   |       
|                                        | Revenues          |                | $ | 4,414 |  |           | $ | 8,080  |  |       | $ | 525   |  |  | $ | 1,151 |  |  | $ | 14,170 | 
|                                        | Long-lived assets |                |   | 1,694 |  |           |   | 3,690  |  |       |   | 938   |  |  |   | 1,415 |  |  |   | 7,737  | 

Revenues are attributed to the countries in which
the invoices are issued. Long-lived assets comprise property and
equipment.

10.     Certain Risks
and Concentrations

Financial instruments that potentially subject
the Company to significant concentrations of credit risk consist
primarily of cash and cash equivalents and accounts receivable.
The Company limits its exposure to credit loss by depositing its
cash and cash equivalents with financial institutions in the
U.S., China, Hong

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SINA.COM




NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Kong and Taiwan which management believes are of
high credit quality. The Company believes that the risk
associated with accounts receivable is mitigated, to some
extent, by the fact that the Companys customer base is
geographically dispersed. The Company maintains an allowance for
potential credit losses that it believes to be adequate. One
customer represented 11% of net revenues for the year ended
June 30, 2001. No individual customer accounted for more
than 10% of total net revenues for the years ended June 30,
2002 and 2000. Two customers accounted for 13% and 14% of
accounts receivable at June 30, 2002. One customer accounted for
11% of accounts receivable at June 30, 2001. No individual
customer accounted for more than 10% of accounts receivable at
June 30, 2000.

The Company operates in business segments which
are characterized by rapid technological advances, changes in
customer requirements and evolving regulatory requirements and
industry standards. Any failure by the Company to anticipate or
to respond adequately to technological changes in its industry
segments, changes in customer requirements or changes in
regulatory requirements or industry standards, could have a
material adverse affect on the Companys business and
operating results.

The Company relies on a number of third-party
suppliers for various services, including web server hosting,
banner advertising delivery software and Internet traffic
measurement software.

11.     Commitments
and Contingencies

Leases.The Company
leases office facilities under noncancelable operating leases
with various expiration dates through June 2007. Rent expense
for the years ended June 30, 2002, 2001 and 2000 totaled
$1.1 million, $1.1 million and $778,000, respectively.

At June 30, 2002, future minimum lease
payments under noncancelable operating leases are as follows (in
thousands):

|                     |      |   |       |     | 
|-------------------- | ---- | - | ----- | --- | 
|Year Ending June 30, |      |   |       |    
|                     | 2003 |   | $     | 902 | 
|                     | 2004 |   |       | 501 | 
|                     | 2005 |   |       | 244 | 
|                     | 2006 |   |       | 250 | 
|                     | 2007 |   |       | 256 | 
|                     |      |   |       |    
|                     |      | $ | 2,153 |    
|                     |      |   |       |    

Contingencies.There
are uncertainties regarding the legal basis of the
Companys ability to operate an Internet business and to
advertise in China. Although the country has implemented a wide
range of market-oriented economic reforms, the
telecommunication, information and media industries remain
highly regulated. Not only are restrictions currently in place,
but also regulations are unclear regarding in what specific
segments of these industries companies with foreign investors,
including the Company, may operate. Therefore, the Company might
be required to limit the scope of its operations in China, and
this could have a material adverse effect on the Companys
financial position, results of operations and cash flows.

12.     Subsequent
Event

On September 2, 2002, the Company announced
that a definitive agreement was entered into with the
shareholders of Shanghai Techur Technology Developing Co., Ltd.
(Techur) to acquire 100% equity interest in Techur
for a consideration of approximately $1.9 million. If
Techur meets certain performance targets over the next
12 months, the maximum consideration would increase to
approximately $3.8 million. The acquisition is expected to
be completed in October 2002.

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SINA.COM




NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Techur is an Internet and logistic software
company in the PRC, providing Internet and Intranet based
logistic software and online applications to shipping and export
business in Eastern China. Additionally, Techur operates a
leading business to business ( B2B) portal
(www.eastchina.com) for various industries in Eastern China.

Supplementary Financial Data
(unaudited)

The following table reflects the Companys
unaudited quarterly consolidated statement of operations data
for each of the eight quarters in the period ended June 30,
2002. The Company believes that the historical quarterly
information has been prepared substantially on the same basis as
the audited consolidated financial statements, and all necessary
adjustments, consisting only of normal recurring adjustments,
have been included in the amounts below to present fairly the
unaudited quarterly results of operations data. Please refer to
the Companys consolidated financial statements and the
notes thereto for an explanation of the computation of basic and
diluted net loss per share.

|                                                                               |  |                                          |        |           |  |          |        |           |  |          |        |           |  |          |        |           |  |   |        |   |  |   |        |   |  |   |        |   |  |   |         |  
|------------------------------------------------------------------------------ |  | ---------------------------------------- | ------ | --------- |  | -------- | ------ | --------- |  | -------- | ------ | --------- |  | -------- | ------ | --------- |  | - | ------ | - |  | - | ------ | - |  | - | ------ | - |  | - | ------- | -
|                                                                               |  |                                         
|                                                                               |  | Three Months Ended                      
|                                                                               |  |                                         
|                                                                               |  | June 30,                                 |        | March 31, |  | Dec. 31, |        | Sept. 30, |  | June 30, |        | March 31, |  | Dec. 31, |        | Sept. 30,
|                                                                               |  | 2002                                     |        | 2002      |  | 2001     |        | 2001      |  | 2001     |        | 2001      |  | 2000     |        | 2000     
|                                                                               |  |                                          |        |           |  |          |        |           |  |          |        |           |  |          |        |          
|                                                                               |  |                                         
|                                                                               |  | (In thousands, except per share amounts)
|Net revenues                                                                   |  | $                                        | 8,563  |           |  | $        | 7,115  |           |  | $        | 6,769  |           |  | $        | 6,061  |           |  | $ | 5,779  |   |  | $ | 6,129  |   |  | $ | 7,622  |   |  | $ | 7,153   |  
|Gross profit                                                                   |  |                                          | 5,014  |           |  |          | 3,697  |           |  |          | 3,272  |           |  |          | 2,917  |           |  |   | 2,470  |   |  |   | 2,472  |   |  |   | 3,378  |   |  |   | 3,009   |  
|Net loss attributable to ordinary shareholders                                 |  |                                          | (1,894 | )         |  |          | (3,971 | )         |  |          | (4,933 | )         |  |          | (5,294 | )         |  |   | (8,217 | ) |  |   | (9,010 | ) |  |   | (8,875 | ) |  |   | (10,249 | )
|Basic and diluted net loss per share attributable
    to ordinary shareholders |  | $                                        | (0.04  | )         |  | $        | (0.09  | )         |  | $        | (0.11  | )         |  | $        | (0.13  | )         |  | $ | (0.20  | ) |  | $ | (0.22  | ) |  | $ | (0.22  | ) |  | $ | (0.26   | )
|Shares used in computing basic and diluted net
    loss per share              |  |                                          | 45,579 |           |  |          | 45,488 |           |  |          | 45,396 |           |  |          | 40,798 |           |  |   | 40,453 |   |  |   | 40,300 |   |  |   | 40,123 |   |  |   | 39,565  |  

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Item 9.     Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.




PART III




Item 10.     Directors
and Executive Officers of the Registrant

Incorporated by reference from the information
under the captions Proposal No. 1 
Election of Directors, Executive Officers of
Registrant and Section 16 Beneficial Ownership
Reporting Compliance in the Registrants Proxy
Statement for its 2002 Annual Meeting of Shareholders.




Item 11.     Executive
Compensation

Incorporated by reference from the information
under the captions Compensation of Executive
Officers Compensation Committee Report on Executive
Compensation, Compensation Committee Interlocks and
Insider Participation, and Stock Performance
Graph in the Registrants Proxy Statement for its
2002 Annual Meeting of Shareholders.




Item 12.     Security
Ownership of Certain Beneficial Owners and
Management

Incorporated by reference from the information
under the captions Record Date; Voting Securities
and Information Regarding Beneficial Ownership of
Principal Shareholders and Management in the
Registrants Proxy Statement for its 2002 Annual Meeting of
Shareholders.




Item 13.     Certain
Relationships and Related Transactions

Incorporated by reference from the information
under the captions Certain Transactions and
Compensation Committee Interlocks and Insider
Participation in the Registrants Proxy Statement for
its 2002 Annual Meeting of Shareholders.




PART IV




Item 14.     Exhibits,
Financial Statement Schedules, and Reports on
Form 8-K

Upon request, we will provide, without charge, a
copy of this Report on Form 10-K, including the
consolidated financial statements, financial statement schedules
and any exhibits for SINAs most recent fiscal year. All
requests should be sent to:



| |         
| | --------
| | SINA.com

Investor Relations


2988 Campus Drive, Suite 100


San Mateo, CA 94403


(650) 638-9228


In addition, the Securities and Exchange
Commission maintains a website that provides access to all
filings made electronically by SINA.com at www.sec.gov.SINAs website is located at www.sina.com. Information
contained on SINAs website is not a part of this Annual
Report on Form 10-K.

(a) The following documents are filed as
part of this report:



| |                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------
| | (1) Consolidated Financial Statements: See
    Index to Consolidated Financial Statements at Item 8 on
    page 33 of this report.
|
| | (2) Financial Statement Schedules: See Index
    to Consolidated Financial Statements at Item 8 on
    page 33 of this report.    

54



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| |                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3) Exhibits are incorporated herein by
    reference or are filed with this report at Exhibit Index on
    page 59 to page 61 of this report (numbered in
    accordance with Item 601 of Regulation S-K).

(b) In October 2001, we filed a Current
Report on Form 8-K regarding the acquisition of
2,028,122,000 ordinary shares of Sun Television Cybernetworks
Holding Limited.

55



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##### Table of Contents






SIGNATURES

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



| |         
| | --------
| | SINA.COM



| |     |                                                                                  
| | --- | ---------------------------------------------------------------------------------
| | By: | /s/ CHARLES CHAO 
     _______________________________________ 
     Charles Chao

| |                            
| | ---------------------------
| | Chief Financial Officer and
| | Executive Vice President   

Date: September 27, 2002

56



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##### Table of Contents






CERTIFICATIONS

I, Daniel Mao, certify that:



| |                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     I have reviewed
    this annual report on Form 10-K of SINA.COM;                                                                                                                                                                                                                                                                                
|
| | 2.     Based on my
    knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this annual
    report;
|
| | 3.     Based on my
    knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in
    all material respects the financial condition, results of
    operations and cash flows of the registrant as of, and for, the
    periods presented in this annual report;                       



| |     |               
| | --- | --------------
| | By: | /s/ DANIEL MAO

| |                                     
| | ------------------------------------
| |                                     
| | Daniel Mao                          
| | Chief Executive Officer and Director

Date: September 27, 2002

I, Charles Chao, certify that:



| |                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     I have reviewed
    this annual report on Form 10-K of SINA.COM;                                                                                                                                                                                                                                                                                
|
| | 2.     Based on my
    knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this annual
    report;
|
| | 3.     Based on my
    knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in
    all material respects the financial condition, results of
    operations and cash flows of the registrant as of, and for, the
    periods presented in this annual report;                       



| |     |                 
| | --- | ----------------
| | By: | /s/ CHARLES CHAO

| |                            
| | ---------------------------
| |                            
| | Charles Chao               
| | Chief Financial Officer and
| | Executive Vice President   

Date: September 27, 2002

57



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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints
Daniel Mao and Charles Chao, jointly and severally, as his
attorneys-in-fact, each with the power of substitution, for him
in any and all capacities, to sign any amendments to this Report
on Form 10-K and to file the same, with exhibits thereto
and other documents in connection therewith with the Securities
and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.

Pursuant to the requirements of the Securities
Act of 1934, this From 10-K has been signed by the
following persons in the capacities and on the dates
indicated:

|                               |  |                                                                                                       |  |                   
|------------------------------ |  | ----------------------------------------------------------------------------------------------------- |  | ------------------
|Signature                      |  | Title                                                                                                 |  | Date              
|                               |  |                                                                                                       |  |                   
|/s/ DANIEL MAODaniel Mao       |  | Chief Executive Officer
    and Director
    (Principal Executive Officer)                            |  | September 27, 2002
|                              
|/s/ CHARLES CHAOCharles Chao   |  | Chief Financial Officer and Executive Vice
    President (Principal Financial and Accounting Officer) |  | September 27, 2002
|                              
|/s/ DANIEL CHIANGDaniel Chiang |  | Chairman of the Board                                                                                 |  | September 27, 2002
|                              
|/s/ PEHONG CHENPehong Chen     |  | Director                                                                                              |  | September 27, 2002
|                              
|/s/ YONGJI DUANYongji Duan     |  | Director                                                                                              |  | September 27, 2002
|                              
|/s/ LIP-BU TANLip-Bu Tan       |  | Director                                                                                              |  | September 27, 2002
|                              
|/s/ TER-FUNG TSAOTer-Fung Tsao |  | Director                                                                                              |  | September 27, 2002
|                              
|/s/ YICHEN ZHANGYichen Zhang   |  | Director                                                                                              |  | September 27, 2002

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EXHIBIT INDEX

|        |    |      |  |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- | -- | ---- |  | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |      |  |            
|Number  |    |      |  | Description
|        |    |      |  |            
|        | 2  | .1*  |  |            |  | Agreement and Plan of Reorganization by and among
    SRS International Ltd., SINO Acquisition Corporation and
    Sinanet.com dated January 19, 1999.                                                                                                                                                                                                                                                                                                                                                                   
|        | 3  | .2*  |  |            |  | Amended and Restated Articles of Association of
    SINA.com.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 3  | .4*  |  |            |  | Amended and Restated Memorandum of Association of
    SINA.com.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 4  | .2*  |  |            |  | Amended and Restated Investors Rights
    Agreement dated October 19, 1999 among SINA.com and certain
    holders of SINA.coms securities.                                                                                                                                                                                                                                                                                                                                                                             
|        | 10 | .1*  |  |            |  | Form of Indemnification Agreement between
    SINA.com and each of its officers and directors.                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 10 | .2*  |  |            |  | SRS International Ltd. 1997 Stock Option Plan and
    form of incentive stock option agreement.                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 10 | .3*  |  |            |  | Sinanet.com 1997 Stock Plan and form of stock
    option agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 10 | .4*  |  |            |  | Amended SINA.com 1999 Stock Plan and form of
    share option agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 10 | .5*  |  |            |  | 1999 Employee Stock Purchase Plan and form of
    subscription agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 10 | .6*  |  |            |  | 1999 Directors Stock Option Plan and form
    of nonstatutory stock option agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 10 | .9*  |  |            |  | Lease agreements between Beijing Stone Rich Sight
    Information Technology Co. Ltd. (a subsidiary of SINA.com)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.
|        | 10 | .12* |  |            |  | Offer Letter dated January 11, 1999 between
    SINA.com and Daniel Mao.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 10 | .19* |  |            |  | 1999 Executive Stock Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 10 | .23* |  |            |  | Business Cooperation Agreement dated
    March 7, 2000 between Beijing SINA Internet Information
    Services Co., Ltd. and BSRS.                                                                                                                                                                                                                                                                                                                                                                                        
|        | 10 | .24* |  |            |  | Equipment and Leased Line Transfer Agreement
    dated March 7, 2000 between Beijing SINA Internet
    Information Services Co., Ltd. and BSRS.                                                                                                                                                                                                                                                                                                                                                                          
|        | 10 | .26* |  |            |  | Advertising Agency Agreement dated March 7,
    2000 between Beijing SINA Internet Information
    Services Co., Ltd. and SINA.com.                                                                                                                                                                                                                                                                                                                                                                                      
|        | 10 | .27* |  |            |  | 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.                                                                                                                                                                                                                                                                                                             
|        | 10 | .28* |  |            |  | Advertising Publication and Cooperation Agreement
    dated March 7, 2000 between Beijing SINA Internet
    Information Services Co., Ltd. and Beijing SINA
    Interactive Advertising Co., Ltd.                                                                                                                                                                                                                                                                                                                        
|        | 10 | .29* |  |            |  | Opinion of Commerce and Finance Law Offices dated
    March 14, 2000 regarding approval by China Securities
    Regulatory Commission.                                                                                                                                                                                                                                                                                                                                                                                   
|        | 10 | .30* |  |            |  | Opinion of Commerce and Finance Law Offices dated
    March 20, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 10 | .31* |  |            |  | Employment Agreement dated September 23,
    1999 between Beijing Store Rich Sight
    Technology Co. Ltd. and Yan Wang.                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 10 | .32* |  |            |  | Lease Agreement dated November 18, 1999
    between Po-Hu Lee and SINA.Com Online for offices located at 3F,
    No. 29, AN Ho Road, Ta An District, Taipei City,
    Taiwan.                                                                                                                                                                                                                                                                                                                                            
|        | 10 | .33* |  |            |  | Lease Agreement dated November 8, 1999
    between Vicwood International Limited and SINA.com (Hong Kong)
    Limited for offices located at Units 01-03,
    18th Floor, 199 Des Voeux Road, Central,
    Hong Kong.                                                                                                                                                                                                                                                                                                    
|        | 10 | .36* |  |            |  | Loan agreement dated November 18, 1999 with
    Wang Yan for purposes of providing capital to the
    ICP Company.                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 10 | .37* |  |            |  | Amendment to Advertising Agency Agreement dated
    April 1, 2000 between Beijing SINA Interactive
    Advertising Co., Ltd. and SINA.com.                                                                                                                                                                                                                                                                                                                                                                               

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|        |    |         |  |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- | -- | ------- |  | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |         |  |            
|Number  |    |         |  | Description
|        |    |         |  |            
|        | 10 | .38*    |  |            |  | 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.                                                                                                                                                                                                                                                                   
|        | 10 | .39*    |  |            |  | 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.                                                                                                                                                                                                                                                           
|        | 10 | .40*    |  |            |  | 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.                                                                                                                                                                                                                                                                                        
|        | 10 | .42*    |  |            |  | First Amendment dated April 6, 2000 to Yan
    Wangs Labor Contract.                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 10 | .44**   |  |            |  | Change of Control Agreement dated
    November 27, 2000 with Daniel Mao.                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 10 | .46**   |  |            |  | Change of Control Agreement dated
    November 27, 2000 with Hurst Lin.                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 10 | .47**   |  |            |  | Change of Control Agreement dated
    November 27, 2000 with Yan Wang.                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 10 | .48***  |  |            |  | Change of Control Agreement dated
    February 1, 2001 with Charles Chao.                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 10 | .49**** |  |            |  | Separation and General Release Agreement dated
    July 30, 2001 between SINA.com and Zhidong Wang.                                                                                                                                                                                                                                                                                                                                                                                
|        | 10 | .50**** |  |            |  | An agreement dated August 16, 2001 among
    Beijing Stone Rich Sight Information
    Technology Co., Ltd., Daniel Mao, Yan Wang and Four
    Other Employees of BSRS.                                                                                                                                                                                                                                                                                                             
|        | 10 | .51#    |  |            |  | Share Purchase Agreement dated September 12,
    2001, as amended on September 28, 2001, among SINA.com, Lan
    Yang and Bruno Wu.                                                                                                                                                                                                                                                                                                                                                
|        | 10 | .52#    |  |            |  | Consultancy Agreement dated September 28,
    2001 between SINA.com and Bruno Wu.                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 10 | .53#    |  |            |  | Loan Agreement dated September 12, 2001, as
    amended on September 28, 2001, between Lan Yang and
    SINA.com.                                                                                                                                                                                                                                                                                                                                                                  
|        | 10 | .54#    |  |            |  | Loan Agreement dated September 12, 2001
    between SINA.com and Sun TV.                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 10 | .55##   |  |            |  | 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.                                                                                                                                                                                                                                                                            
|        | 10 | .56###  |  |            |  | Sublease dated January 11, 2002 between
    E.PIPHANY, Inc. and SINA                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 10 | .57###  |  |            |  | Lease Agreement of Modern City dated January 2002
    among Hao Zhangang, Hao Jianing, Meng Caixia, Beijing Blue Sky
    Yunda Technology Development Co., Ltd. and Beijing
    Stone Rich Sight Information Technology Co., Ltd. for
    office located at 16th Floor, Block C, SOHO Modern City,
    88 Jianguo Road, Chaoyang District, Beijing, China.                                                                                                                         
|        | 10 | .58###  |  |            |  | Supplemental Agreement to the Lease Agreement of
    Modern City dated January 2002 among Hao Zhangang, Hao Jianing,
    Meng Caixia, Beijing Blue Sky Yunda Technology
    Development Co., Ltd., Beijing Stone Rich Sight
    Information Technology Co., Ltd. and Scite International
    Property Management Co., Ltd. Beijing Scite Modern
    Branch for office located at 16th Floor, Block C, SOHO
    Modern City, 88 Jianguo Road, Chaoyang District, Beijing,
    China.
|        | 10 | .59     |  |            |  | Employment Agreement dated June 1, 2002
    between Daniel Mao and SINA.com.                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 10 | .60     |  |            |  | Employment Agreement dated June 1, 2002
    between Charles Chao and SINA.com.                                                                                                                                                                                                                                                                                                                                                                                                     
|        | 10 | .61     |  |            |  | 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                                                                                                                                                                               
|        | 21 | .1      |  |            |  | List of Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 23 | .1      |  |            |  | Consent of Independent Accountants.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 24 | .1      |  |            |  | Power of Attorney (appears on the signature page
    of this report).                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 99 | .1      |  |            |  | Certification                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

60



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---



|     |                                                                                                                                                                                                                                                
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*    | Incorporated by reference to the corresponding
    Exhibit previously filed as an Exhibit to the Companys
    Registration Statement on Form F-1 (Registration
    No. 333-11718) filed with the Commission on March 27,
    2000, as amended.
|    
|**   | Incorporated by reference to the corresponding
    Exhibit previously filed as an Exhibit to the Companys
    Quarterly Report on Form 10-Q for the quarter ended
    December 31, 2000.                                                      
|    
|***  | Incorporated by reference to the corresponding
    Exhibit previously filed as an Exhibit to the Companys
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2001.                                                         
|    
|**** | Incorporated by reference to the corresponding
    Exhibit previously filed as an Exhibit to the Companys
    Report on Form 10-K for the year ended June 30, 2001                                                                            
|    
|#    | Incorporated by reference to the corresponding
    Exhibit previously filed as an Exhibit to the Companys
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2001.                                                     
|    
|##   | Incorporated by reference to the corresponding
    Exhibit previously filed as an Exhibit to the Companys
    Quarterly Report on Form 10-Q for the quarter ended
    December 31, 2001.                                                      
|    
|###  | Incorporated by reference to the corresponding
    Exhibit previously filed as an Exhibit to the Companys
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2002.                                                         

61