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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 20-F
  o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
    OF THE SECURITIES EXCHANGE ACT OF 1934ORþ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          toORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this
    shell company
    report   Commission file number
    000-30698
  SINA CORPORATION (Exact name of
    Registrant as specified in its charter)
  Cayman Islands (Jurisdiction of
    incorporation or organization)
  37F, Jin Mao Tower
    88 Century Boulevard, Pudong
    Shanghai 200121, China (Address of principal
    executive offices)
  Contact Person: Chief Financial
    Officer
    Phone: +8610 8262 8888 
    Facsimile: +8610 8260 7166 
    Address: 20/F Beijing Ideal International Plaza 
    No. 58 Northwest 4th Ring Road 
    Haidian District, Beijing, 100080, Peoples Republic of
    China (name, telephone,
    e-mail
    and/or
    facsimile number and address of company contact
    person)
  Securities registered or to be
    registered pursuant to Section 12(b) of the Act.
  Title of Each Class

Name of Each Exchange on Which RegisteredOrdinary Shares, $0.133 par value
    Ordinary Shares Purchase Rights

The NASDAQ Stock Market LLC (NASDAQ
    Global Select Market)   Securities registered or to be
    registered pursuant to Section 12(g) of the Act.
    Not Applicable (Title of
    Class)
  Securities for which there is a
    reporting obligation pursuant to Section 15(d) of the
    Act.
    Not Applicable (Title of
    Class)
    þ o
  o þ
  þ o
  Regulation S-T o o
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting company)   þ
  o o
  o þ
  Rule 12b-2 o þ




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##### 





TABLE OF
    CONTENTS
  INTRODUCTION


3INFORMATION REGARDING FORWARD-LOOKING
    STATEMENTS


3PART I


3Item 1.


Identity of Directors, Senior Management and
    Advisers


3Item 2.


Offer Statistics and Expected Timetable


3Item 3.


Key Information


3Item 4.


Information on the Company


57Item 4A.


Unresolved Staff Comments


80Item 5.


Operating and Financial Review and Prospects


80Item 6.


Directors, Senior Management and Employees


99Item 7.


Major Shareholders and Related Party
    Transactions


110Item 8.


Financial Information


115Item 9.


The Offer and Listing


115Item 10.


Additional Information


116Item 11.


Quantitative and Qualitative Disclosures About
    Market Risk


121Item 12.


Description of Securities Other than Equity
    Securities


122PART II


122Item 13.


Defaults, Dividend Arrearages and
    Delinquencies


122Item 14.


Material Modifications to the Rights of Security
    Holders and Use of Proceeds


122Item 15.


Controls and Procedures


122Item 16A.


Audit Committee Financial Expert


123Item 16B.


Code of Ethics


123Item 16C.


Principal Accountant Fees and Services


123Item 16D.


Exemptions from the Listing Standards for Audit
    Committees


123Item 16E.


Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


124Item 16F.


Change in Registrants Certifying
    Accountant


124Item 16G.


Corporate Governance


124PART III


124Item 17.


Financial Statements


124Item 18.


Financial Statements


124Item 19.


Exhibits


124SIGNATURES


129EX-4.41EX-4.42EX-4.43EX-4.44EX-4.45EX-4.46EX-4.47EX-4.48EX-4.49EX-4.50EX-4.51EX-4.52EX-8.1EX-12.1EX-12.2EX-13.1EX-13.2EX-15.1EX-15.2   2




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INTRODUCTION  In this annual report, except where the context otherwise
    requires and for purposes of this annual report only:
  
    we, us, our company,
    the Company, our and SINA
    refer to SINA Corporation, its subsidiaries, and, in the context
    of describing our operations and consolidated financial
    information, include our consolidated variable interest entities
    (VIEs) in China;
    China or PRC refers to the
    Peoples Republic of China solely for the purpose of this
    annual report, and do not include the Hong Kong Special
    Administrative Region, the Macau Special Administrative Region
    or Taiwan;
    GAAP refers to generally accepted accounting
    principles in the United States; PRC GAAP refers to
    generally accepted accounting principles in the PRC;
    shares or common shares refer to our
    ordinary shares;
    all references to RMB or renminbi are
    to the legal currency of China, and all references to
    $, dollars, US$ and
    U.S. dollars are to the legal currency of the
    United States; and
    all discrepancies in any table between the amounts identified
    as total amounts and the sum of the amounts listed therein are
    due to rounding. INFORMATION
    REGARDING FORWARD-LOOKING STATEMENTS  This Annual Report on
    Form 20-F
    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 undertake 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 Risk Factors included herein.
 PART I  Item 1.
    Identity
    of Directors, Senior Management and Advisers    Item 2.
    Offer
    Statistics and Expected Timetable    Item 3.
    Key
    Information  A.
    Selected
    Financial Data  Form 20-F.
 3




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Years Ended December 31,(1)(2)2009

2008

2007

2006

2005(In thousands, except per share data)Operations:Net revenues

$
358,567


$
369,587


$
246,127


$
212,854


$
193,552Gross profit


200,275



219,252



151,425



133,444



130,445Income from operations


37,202



74,581



51,014



34,907



41,508Income before income tax expense


420,628



95,209



60,619



37,016



39,102Net income


412,305



81,167



54,115



32,965



36,692Net income attributable to SINA


411,895



80,638



54,115



32,965



36,692Net income per share attributable to SINABasic

$
7.53


$
1.44


$
0.98


$
0.61


$
0.70Diluted

$
6.95


$
1.33


$
0.97


$
0.69


$
0.75December 31,2009

2008

2007

2006

2005(In thousands)Financial position:Cash, cash equivalents and short-term investments

$
821,518


$
603,824


$
477,999


$
362,751


$
300,689Working capital


694,484



498,524



377,608



270,820



297,910Total assets


1,613,842



822,494



662,263



538,719



468,449Long-term liabilities


166,729



4,039



1,337







89,163Total liabilities


391,143



197,946



167,287



147,292



138,262SINA shareholders equity


1,221,727



620,505



494,976



391,427



330,187Total shareholders equity


1,222,699



624,548



494,976



391,427



330,187     (1)
    
    The selected consolidated financial data have been revised to
    reflect the Companys retroactive adoption, effective
    January 1, 2009, of guidance on accounting for convertible
    debt instrument and noncontrolling interest issued by the
    Financial Accounting Standards Board. Refer to Note 2 to
    the Consolidated Financial Statements, Significant Accounting
    Policies  Basis of presentation and use of
    estimates.(2)
    
    The Company began to include stock-based compensation charges in
    its costs of revenues and operating expenses starting
    January 1, 2006 in accordance with ASC 718 Compensation
    (formally known as SFAS 123R Share-Based
    Payment). Stock-based compensation charges for 2009, 2008,
    2007 and 2006 were $33.4 million, $14.3 million,
    $8.7 million and $9.5 million, or $0.56 diluted net
    income per share, $0.24 diluted net income per share, $0.15
    diluted net income per share and $0.16 diluted net income per
    share, respectively.  B.
    Capitalization
    and Indebtedness    C.
    Reasons
    for the Offer and Use of Proceeds   4




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D.
    Risk
    Factors  Due to
    the relatively new and evolving market that we operate in, we
    cannot predict whether we will meet internal or external
    expectations of future performance.
    
    offer new and innovative products;
    attract buyers for our mobile value-added services
    (MVAS);
    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 our 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, secure premium
    content and increase network bandwidth in a cost-effective
    manner.    You
    should not place undue reliance on our financial guidance, nor
    should you rely on our quarterly operating results as an
    indication of our future performance because our results of
    operations are subject to significant
    fluctuations.
  e-commerce
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We are
    relying on advertising sales as a significant part of our future
    revenues, but the online advertising market is subject to many
    uncertainties, which could cause our advertising revenues to
    decline.
    
    the development and retention of a large base of users
    possessing demographic characteristics attractive to advertisers;
    the maintenance and enhancement of our brands in a cost
    effective manner;
    increased competition and potential downward pressure on online
    advertising prices and limitations on web page space;
    changes in government policy that curtail or restrict our online
    advertising services;
    the acceptance of online advertising as an effective way for
    advertisers to market their businesses;
    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.        The
    consolidation of advertising agencies in China could increase
    the bargaining power of larger advertising agencies, which may
    adversely impact our revenue growth.
   6




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We are
    relying on MVAS for a significant portion of our future revenue.
    Our MVAS revenues have declined in the past and may decrease
    further in the future.
    
    our ability to develop new services that become accepted by the
    market;
    our ability to retain existing customers of our subscription
    services;
    our ability to attract new subscribers in a cost-effective
    manner;
    our ability to provide satisfactory services to our customers;
    competitors, including operators, may launch competing or better
    products than ours;
    changes in policy, process
    and/or
    system by China Mobile Communications Corporation (China
    Mobile), China United Network Communications Group Co.,
    Ltd. (China Unicom) or other operators, on whom we
    rely for service delivery, billing and payment collection, and
    who in the past have made sudden changes that have significantly
    impacted our revenues and may continue to do so in the
    future; and
    changes in government regulations, which could restrict our MVAS
    offerings, curtail our ability to market our services or change
    user adoption or usage patterns in a negative way. For example,
    in August 2007, the Ministry of Information Industry (superseded
    by the Ministry of Industry and Information Technology
    established in March 2008, both of which referred to as
    MII) tightened the regulations over direct
    advertising in China, which reduced the effectiveness of our
    direct advertising on MVAS and increased the difficulties of new
    user recruitment. In December 2007, MII unified the dialing
    codes of each service provider (SP), which increased
    the number of digits a user must input to subscribe to an
    SPs MVAS, thereby making the purchasing process more
    complicated. MII has proposed requiring mobile users, including
    pre-paid card subscribers, to register their real identity.
    Implementation of these changes has led to in the past and may
    lead to in the future fewer subscriptions of MVAS and a decrease
    in new customers.  and/or
  With
    respect to MVAS, we rely on China Mobile, China Unicom and other
    operators for marketing, service delivery, billing and payment
    collection, and we may be negatively affected by changes which
    they may make suddenly and unilaterally.
   7




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
    In mid-2004, operators began transitioning SMS to new billing
    platforms, which has resulted in added operational controls and
    procedures in areas such as customer subscription and customer
    billing. Such change has increased the difficulties of new user
    recruitment and the failure rate for fee collection from our SMS
    users.
    In January 2005, China Mobile stopped its MMS Album
    service, which allowed users to retrieve their subscribed MMS
    messages from China Mobiles website when the subscribed
    MMS messages could not be successfully delivered to their mobile
    phones. With the termination of MMS Album, we were no longer
    able to collect fees from users when the MMS messages could not
    be delivered to such users mobile phones.
    Beginning March 2005, China Mobile migrated MMS onto a new
    billing platform, which resulted in added operational controls
    and procedures and, correspondingly, increased the difficulties
    of new user recruitment and increased the failure rate for fee
    collection from our users.
    In April 2006, China Unicom issued a new policy that sets price
    ceilings for usage-based and monthly subscription SMS. Such
    change may require us to lower our current prices on certain SMS
    services or discontinue offering these services completely.
    In July 2006, China Mobile made significant changes to its
    policy on subscription-based MVAS, which included requiring
    double confirmations on new MVAS subscriptions as well as
    sending SMS reminders to existing monthly subscribers of SMS,
    MMS and WAP to inform them of their MVAS subscription and fee
    information. In addition, China Mobiles provincial
    subsidiaries began canceling existing WAP subscriptions that
    have been inactive for four months and existing SMS
    subscriptions of users who did not successfully receive more
    than three SMS messages during the month. These policy changes
    from China Mobile reduced our ability to acquire new monthly
    MVAS subscribers and increased the churn rate of existing
    monthly MVAS subscribers.
    In September 2006, China Unicom began enforcing a policy of
    double confirmation on new MVAS subscriptions. Such change
    significantly reduced our ability to acquire new monthly MVAS
    subscribers.
    In April 2007, China Unicom changed its service fee settlement
    method with service providers from estimated collection to
    actual collection. As a result of the switch, fee settlement,
    based on the receipt of billing statement, with China Unicom has
    taken up to four months, which has negatively impacted our cash
    flow. In addition, if we are unable to rely on historical
    confirmation rates from China Unicom as a result of the change
    in fee settlement method, we may need to defer recognition of
    such revenues until the billing statements are received.
    In July 2007, China Mobile began implementing a score and
    ranking system that rewards larger, higher growth service
    providers with lesser user complaints. Receiving a low score or
    ranking, e.g., as a result of too many complaints filed by our
    MVAS customers, could result in a negative impact to our results
    of operations, cash flows and financial condition.
    In August 2007, the MII tightened the regulations over direct
    advertising in China. This change reduced the effectiveness of
    our direct advertising on MVAS and increased the difficulties of
    new user recruitment. We have not been able to accurately
    estimate the impact of such change on our results of operations,
    cash flows and financial condition, but believe it has had and
    will continue to have a significant negative impact to our MVAS
    business. 8




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
    In December 2007, the MII unified the dialing codes of each
    service provider by adding a four-digit code to each service
    providers product. This complicated the purchasing process
    of MVAS and reduced the effectiveness of our direct advertising
    and increased the difficulties of new user recruitment.
    In November 2009, China Mobile implemented a series of measures
    targeted at eliminating offensive or unauthorized content for
    the WAP product line. As part of this effort, China Mobile has
    suspended billing customers of WAP services, including those
    that do not contain offensive or unauthorized content, on behalf
    of third-party service providers of such services. The ultimate
    impact of these measures to the Companys MVAS revenues is
    currently unknown. For the fourth quarter of 2009, approximately
    9% of the Companys MVAS revenues were derived from WAP
    services. China Mobile has not yet indicated how long its new
    measures will last or whether it would expand its current
    measures.
    In January 2010, China Mobile implemented a series of measures
    that included limiting the service offerings and partnerships
    allowed for each SMS service code, preventing the television and
    radio promotion of certain interactive IVR products and
    requiring additional notices and customer confirmations in the
    MVAS ordering process. These measures have had a negative impact
    to our results of operations, cash flows and financial condition.  and/or
       9




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and/or
      The
    markets for MVAS and Internet services are highly competitive,
    and we may be unable to compete successfully against new
    entrants and established industry competitors, which could
    reduce our market share and adversely affect our financial
    performance.
    e-commerce
 10




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e-commerce,
  and/or
  Our
    business is highly sensitive to the strength of our brands in
    the marketplace, and we may not be able to maintain current or
    attract new users, customers and strategic partners for our
    products and offerings if we do not continue to increase the
    strength of our brands and develop new brands successfully in
    the marketplace.
   11




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Our
    operating results could be adversely affected by the results of
    CRICs operations.
    Majority
    ownership and control of the board of directors of CRIC by
    affiliates of
    E-House
    (China) Holding Limited
    (E-House)
    may limit our ability to influence CRIC.
  E-House E-House E-House E-House
  Form 20-F Form 20-F
  We
    have outsourced our web page search and certain other
    advertising business to Google China under a revenue-sharing
    agreement, and Google China has in effect shut down its
    operations in mainland China.
    If we
    are unable to keep up with the rapid technological changes of
    the Internet industry, our business may suffer.
   12




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If we
    fail to successfully develop and introduce new products and
    services, our competitive position and ability to generate
    revenues could be harmed.
    Our
    investment in Web 2.0 services, search and WAP portal may not be
    successful.
    Our
    business and growth could suffer if we are unable to hire and
    retain key personnel who are in high demand.
    Our
    strategy of acquiring complementary assets, technologies and
    businesses may fail and may result in equity or earnings
    dilution.
   13




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We may
    not be able to manage our expanding operations effectively,
    which could harm our business.
    Increases
    in labor costs and the new labor law in the PRC may adversely
    affect our business and our profitability.
  Regulations on Paid Annual
    Leave for Employees
  We may
    be adversely affected by the complexity, uncertainties and
    changes in PRC regulation of Internet business and companies,
    including limitations on our ability to own key assets such as
    our website.
    
    We only have contractual control over our website in China; we
    do not own it due to the restriction of foreign investment in
    businesses providing value-added telecommunication services,
    including computer information services, MVAS or electronic
    mailbox services.
    Uncertainties relating to the regulation of the Internet
    business in China, including evolving licensing practices, give
    rise to the risk that permits, licenses or operations at some of
    our companies may be subject to challenge, which may be
    disruptive to our business, or subject us to sanctions,
    requirements to increase capital or other 14




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conditions or enforcement, or compromise enforceability of
    related contractual arrangements, or have other harmful effects
    on us. For example, on July 13, 2006, MII issued The
    Circular of the Ministry of Information Industry on Intensifying
    the Administration of Foreign Investment in Value-added
    Telecommunication Services(the MII Circular
    2006). According to the MII Circular 2006, since the FITE
    Regulation went into effect, some foreign investors have, by
    means of delegation of domain names and license of trademarks,
    conspired with domestic value-added telecom enterprises to
    circumvent the requirements of FITE Regulations and been engaged
    in value-added telecom services illegally. In order to further
    intensify the administration of FITEs, the MII Circular 2006
    provides that (i) any domain name used by a value-added
    telecom carrier shall be legally owned by such carrier or its
    shareholder(s); (ii) any trademark used by a value-added
    telecom carrier shall be legally owned by the carrier or its
    shareholder(s); (iii) the operation site and facilities of
    a value-added telecom carrier shall be installed within the
    scope as prescribed by operating licenses obtained by the
    carrier and shall correspond to the value-added telecom services
    that the carrier has been approved to provide; and (iv) a
    value-added telecom carrier shall establish or improve the
    measures of ensuring safety of network information. As to the
    companies which have obtained operating licenses for value-added
    telecom services, they are required to conduct self-examination
    and self-correction according to the said requirements and
    report the result of such self-examination and self-correction
    to MII. Accordingly, Beijing SINA Internet Information Service
    Co., Ltd., a Chinese company controlled by the Company through
    contractual arrangement (the ICP Company) submitted
    the Self-Correction Scheme of the ICP Companys
    Multi-regional Value-added Telecommunication Business (the
    Self-Correction Scheme) to MII on November 17,
    2006. Under the Self-Correction Scheme, (i) the domain name
    www.sina.com.cn mainly used by the ICP Company shall
    be transferred from Beijing SINA Information Technology Co.,
    Ltd. (formerly known as Beijing Stone Rich Sight Information
    Technology Co., Ltd.), one of the Companys wholly owned
    subsidiaries (BSIT) to the ICP Company, and
    (ii) the trademark
    SINA (CHINESE CHARACTER) used
    by the ICP Company shall be transferred from BSIT to the ICP
    Company. The trademark SINA
    (CHINESE CHARACTER) and domain
    name www.sina.com.cn have been transferred to the
    ICP Company.  
    The numerous and often vague restrictions on acceptable content
    in China subject us to potential civil and criminal liability,
    temporary blockage of our website or complete cessation of our
    website. 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 website 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. In addition, the newly amended Law on
    Preservation of State Secretswhich will be effective on
    October 1, 2010 provides that whenever an Internet service
    provider detects any leakage of state secrets in the
    distribution of online information, it should stop the
    distribution of such information and report to the authorities
    of state security and public security. As per request of the
    authorities of state security, public security or state secrecy,
    the Internet service provider should delete any contents on its
    website that may lead to disclosure of state secrets. Failure to
    do so on a timely and adequate basis may subject the us to
    liability and certain penalties given by the State Security
    Bureau, Ministry of Public Security
    and/or MII
    or their respective local counterparts.
    Because the definition and interpretation of prohibited content
    are in many cases vague and subjective, it is not always
    possible to determine or predict what and how content might be
    prohibited under existing restrictions or restrictions that
    might be imposed in the future. For example, in January 2005,
    the State Administration of Radio, Film and Television, which
    regulates radio and television stations in China
    (SARFT), issued a notice prohibiting commercials for
    MVAS related to fortune-telling from airing on radio
    and television stations, effective February 2005. This notice
    could also lead to further actions by other Chinese government
    authorities to prohibit the sale of such fortune-telling related
    SMS, which could have a material adverse effect on our financial
    position, results of operations, or cash flows. SARFT or other
    Chinese governmental authorities may prohibit the marketing of
    other MVAS via a channel we depend on to generate revenues,
    which could also have a material adverse effect on our financial
    position, results of operations or cash flows.
    Certain Chinese governmental authorities have stated publicly
    that they are in the process of preparing new laws and
    regulations that will govern Internet activities. The areas of
    regulation currently include, without limitation, online
    advertising, online news reporting, online publishing, online
    education, online gaming, online transmission of audio-visual
    programs, online health diagnosis and treatment, and the
    provision of 15




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industry-specific (e.g., drug-related) information over the
    Internet. Other aspects of our online operations, such as video
    podcasting or blog services may be subject to regulations in the
    future. Our operations may not be consistent with these new
    regulations when they are put into effect. As a result, we could
    be subject to severe penalties as discussed above, which could
    have a material adverse effect on our financial position and
    results of operations and cash flow. For example, effective as
    of January 31, 2008, the Administrative Provisions on
    Internet Audio-visual Program Servicejointly promulgated by
    SARFT and MII on December 20, 2007 (the Audio-visual
    Program Provisions) stipulate, among others, that any
    entity engaged in Internet audio-visual program service must
    obtain a License for Online Transmission of Audio-visual
    Programs issued by SARFT or register with SARFT; an applicant
    for engaging in Internet audio-visual program service must be a
    state-owned entity or a state-controlled entity with full
    corporate capacity; and the business to be carried out by the
    applicant must satisfy the overall planning and guidance
    catalogue for Internet audio-visual program service determined
    by SARFT. SARFT and MII jointly held a press conference in
    February 2008 to answer questions with respect to the
    Audio-visual Program Provisions. In that press conference, SARFT
    and MII clarified that the websites that existed before the
    promulgation of the Audio-visual Program Provisions may, once
    they are registered with SARFT, continue operating audio-visual
    services so long as those websites have not been in violation of
    the laws and regulations. It is unclear based on the
    Audio-visual Program Provisions whether such requirements only
    apply to the new market entrants for operating Internet
    audio-visual program service or such requirements apply to both
    new applicants and entities that have already obtained the
    License for Online Transmission of Audio-visual Programs.    
    The governing bodies of Chinas mobile industry from time
    to time issue policies that regulate the business practices
    relating to MVAS. We cannot predict the timing or substance of
    such new regulations, which may have a negative impact on our
    business.
    On September 28, 2009, the General Administration for Press
    and Publication (GAPP, formerly the State Press and
    Publications Administration (SPPA)), the National
    Copyright Administration and the National Office of Combating
    Pornography and Illegal Publications jointly published the
    Notice Regarding the Consistent Implementation of the
    Stipulations on Three Provisions of the State
    Council and the Relevant Interpretations of the State Commission
    Office for Public Sector Reform and the Further Strengthening of
    the Administration of Pre-examination and Approval of Internet
    Games and the Examination and Approval of Imported Internet
    Games (Circular 13). Circular 13 expressly
    prohibits foreign investors from participating in Internet game
    operating business via wholly owned, equity joint venture or
    cooperative joint venture investments in China, and from
    controlling and participating in such businesses directly or
    indirectly through contractual or technical support
    arrangements. It is not clear yet as to whether other PRC
    government authorities, such as the MOFCOM, MII will support
    GAPP to enforce the prohibition of the VIE model that Circular
    13 contemplates.   16




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Government Regulation and Legal
    Uncertainties
  In
    order to comply with PRC regulatory requirements, we operate our
    main businesses through companies with which we have contractual
    relationships but in which we do not have controlling ownership.
    If the PRC government determines that our agreements with these
    companies are not in compliance with applicable regulations, our
    business in the PRC could be adversely affected.
  Item 4.C.
    Organizational Structure
    We
    rely on contractual arrangements with our VIEs for our China
    operations, which may not be as effective in providing control
    over these entities as direct ownership.
      Even
    if we are in compliance with Chinese governmental regulations
    relating to licensing and foreign investment prohibitions, the
    Chinese government may prevent us from advertising or
    distributing content that it believes is inappropriate and we
    may be liable for such content or we may have to stop profiting
    from such content.
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We may
    not be able to adequately protect our intellectual property,
    which could cause us to be less competitive.
    We may
    be exposed to infringement claims by third parties, which, if
    successful, could cause us to pay significant damage
    awards.
    The
    high cost of Internet access could hinder the growth of Internet
    users in China and thus hamper the expansion of our user
    base.
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If we
    fail to scale our systems proportionally with the growing
    Internet population in China, our website traffic growth could
    be adversely affected.
    Our
    operations could be disrupted by unexpected network
    interruptions caused by system failures, natural disasters or
    unauthorized tampering with our systems.
      We
    have contracted with third parties to provide content and
    services for our portal network and we may lose users and
    revenue if these arrangements are terminated.
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Concerns
    about the security of
    e-commerce
    transactions and confidentiality of information on the Internet
    may reduce use of our network and impede our
    growth.
  e-commerce
  The
    law of the Internet remains largely unsettled, which subjects
    our business to legal uncertainties that could harm our
    business.
  e-commerce
    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.
  e-commerce
    We may
    be subject to litigation for user-generated content provided on
    our websites, which may be time-consuming to
    defend.
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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 could be disrupted as we
    develop or license replacement software.
  Regulations for the Administration of
    Commercial Encryption
    Privacy
    concerns may prevent us from selling demographically targeted
    advertising in the future and make us less attractive to
    advertisers.
  Hong Kong Personal
    Data Ordinance
  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 could be
    hindered.
    Political
    and economic conditions in Greater China and the rest of Asia
    are unpredictable and may disrupt our operations if these
    conditions become unfavorable to our business.
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Future
    outbreaks of Severe Acute Respiratory Syndrome
    (SARS), H1N1 flu (Swine flu), Avian flu
    or other widespread public health problems could adversely
    affect our business.
    We
    have limited business insurance coverage.
    Our
    significant amount of deposits in certain banks in China may be
    at risk if these banks go bankrupt or otherwise not have the
    liquidity to pay us during our deposit period.
    If tax
    benefits available to us in China are reduced or repealed, our
    results of operations could suffer significantly and your
    investment in our shares may be adversely
    affected.
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and/or
  and/or
   23




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We may
    incur a significant withholding tax should we decide to
    distribute earnings made on or after January 1, 2008,
    outside of the PRC.
    We may
    be subject to a significant withholding tax should equity
    transfers by our non-China tax resident enterprises be
    determined to have been done without a reasonable business
    purpose.
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Restrictions
    on paying dividends or making other payments to us bind our
    subsidiaries and VIEs in China.
    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 Chinese renminbi were
    to decline in value, reducing our revenues and profits in
    U.S. dollar terms.
  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 Chinese
    renminbi were to decline in value, reducing our revenues and
    profits in U.S. dollar terms.
     25




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We
    have $99 million of zero-coupon, convertible, subordinated
    notes due 2023, or possibly earlier upon a change of control,
    which we may not be able to repay in cash and could result in
    dilution of our basic earnings per share.
    Changes
    to accounting pronouncements or taxation rules or practices may
    adversely affect our reported results of operations or how we
    conduct our business.
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We may
    be required to record a significant charge to earnings if we are
    required to reassess our goodwill or other amortizable
    intangible assets arising from acquisitions.
        While
    we believe that we currently have adequate internal control
    procedures in place, we are still exposed to potential risks
    from legislation requiring companies to evaluate controls under
    Section 404 of the Sarbanes-Oxley Act of
    2002.
    Our
    stock price has been historically volatile and may continue to
    be volatile, which may make it more difficult for you to resell
    shares when you want at prices you find
    attractive.
   27




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The
    Chinese legal system has inherent uncertainties that could limit
    the legal protections available to you.
    You
    may experience difficulties in effecting service of legal
    process, enforcing foreign judgments or bringing original
    actions in China based on United States or other foreign laws
    against us.
    We may
    be classified as a passive foreign investment company, which
    could result in adverse U.S. tax consequences to U.S.
    investors.
     28




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Our
    executive officers have substantial influence over us and could
    delay or prevent a change in corporate control.
    
    delaying, deferring or preventing a change in corporate control;
    impeding a merger, consolidation, takeover or other business
    combination involving us; or
    discouraging a potential acquirer from making a tender offer or
    otherwise attempting to obtain control of us.  Anti-takeover
    provisions in our charter documents and SINAs shareholder
    rights plan may discourage our acquisition by a third party,
    which could limit our shareholders opportunity to sell
    their shares at a premium.
        RISK
    FACTORS RELATING TO CHINA REAL ESTATE INFORMATION
    CORPORATION
  Form 20-F Form 20-F
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
    we, us, our company,
    the Company, our and CRIC
    refer to China Real Estate Information Corporation, its
    subsidiaries, and, in the context of describing CRICs
    operations and consolidated financial information, include
    CRICs consolidated variable interest entities
    (VIEs) in China;
    E-House
    refers to
    E-House
    (China) Holdings Limited and its subsidiaries, including
    E-Houses
    VIEs in China, but excluding CRIC; and
    ADS refer to American depositary receipts for
    CRICs ordinary shares.  Risks
    Related to Our Real Estate Information, Consulting and
    Advertising Services
  Our
    limited operating history makes evaluating our business and
    prospects difficult.
  E-Houses
  To
    date, a limited number of real estate developers have
    contributed a substantial portion of our revenues due to the
    large size of their contracts with us; if we fail to continue to
    secure large contracts from existing, new or former clients,
    this could materially and adversely impact our revenues, results
    of operations and financial condition, or cause fluctuations in
    our revenues, which may make it difficult to predict our future
    results of operations.
     30




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Our
    business is susceptible to fluctuations in the real estate
    market of China, which may materially and adversely affect our
    revenues and results of operations.
        Our
    business may be materially and adversely affected by government
    measures affecting Chinas real estate
    industry.
         31




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
    Down payment for the first self-use housing unit purchased by a
    family with a gross construction area of more than
    90 square meters must be no less than 30% of the purchase
    price;
    The minimum down payment for the second housing unit purchased
    by a family is increased from 40% to 50% and the loan interest
    rate must be no less than 110% of benchmark lending interest
    rate;
    Down payment for the third or more housing unit purchased by any
    family and the loan interest rate must be further increased
    significantly based on the rate for the first and second housing
    units, as determined by commercial banks based on their
    assessment of the risks; furthermore, in regions where
    commercial housing unit prices are too high or have risen too
    fast or supply of housing units is insufficient, commercial
    banks may suspend extending loans to families for their
    purchases of the third or more housing unit;
    Commercial banks may suspend extending loans to individuals for
    their purchase of housing units outside the region where they
    reside, if they cannot furnish evidence of their payment of tax
    or social insurance premium for at least one year locally in the
    region where the subject housing units are located;
    Local governments are allowed to limit the total number of
    housing units one can purchase in certain period in light of the
    local situation.    We may
    not be able to successfully execute our growth strategy of
    expanding our client base and increasing the average spending of
    our clients on our services, which could have a material adverse
    effect on our results of operations and prospects.
    We may
    not be able to successfully execute our strategy of expanding
    into new geographical markets in China, which may have a
    material adverse effect on our business, results of operations
    and prospects.
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We are
    not likely to sustain the high growth rate we have experienced
    up to now; if we cannot manage our growth effectively and
    efficiently, our results of operations and profitability could
    be materially and adversely affected.
  E-House
      The
    real estate information and consulting services sector in China
    is relatively new and rapidly evolving. If our business model
    proves to be inappropriate or suboptimal or if new competitors
    emerge to better serve the real estate industry, our business
    may be materially and adversely affected.
    Our
    results of operations may fluctuate or otherwise be materially
    and adversely affected due to seasonal variations and the
    project-by-project
    nature of some of our real estate consulting
    services.
    project-by-project
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Our
    business is sensitive to the current global economic crisis. A
    severe or prolonged downturn in the global or Chinese economy
    could materially and adversely affect our business and our
    financial condition.
    If we
    are not able to obtain and maintain accurate, comprehensive and
    reliable data in our CRIC system, we could experience reduced
    demand for our services.
    Technical
    problems that affect our customers ability to access our
    services, or temporary or permanent outages of our computers,
    software or telecommunications equipment, could lead to reduced
    demand for our services, lower revenues and increased
    costs.
     34




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We may
    not be able to achieve the benefits we expect from recent and
    future acquisitions and business partnerships, which may have an
    adverse effect on our ability to manage our business
    prospects.
    
    in September 2008, we acquired a 60% interest in Wushi
    Consolidated (Beijing) Advertising Media Co. Ltd., or Wushi
    Advertising, a provider of real estate advertising design
    services;
    in October 2008, we acquired Guangzhou Integrated Residential
    Building Industry Facility Co., Ltd., or Guangzhou Integrated, a
    provider of real estate consulting and training services;
    in July 2009, we acquired a 90% interest in Shenzhen Fangyou
    Software Technology Co., Ltd., or Fangyou Software, a software
    company specializing in the development of software management
    systems for real estate agencies and brokers;
    in October 2009, we acquired SINAs 66% equity interest in
    COHT concurrent with our initial public offering and became the
    sole shareholder of COHT;
    in April 2010, we acquired 55% of the equity interests in
    Shanghai Dehu PR Consulting Co., Ltd., a public relations
    consulting company, by subscribing for its increased registered
    capital; and
    we have entered into agreements for acquisition of a 60%
    interest in Beijing Advertising Age Lotte Co., Ltd. and
    100% interest in Shanghai Xinsheng Enterprises Development
    Consulting Co., Ltd.    
    unidentified issues not discovered in our due diligence process,
    such as hidden liabilities and legal contingencies;
    distraction of managements attention from normal business
    operations during the acquisition and integration process;
    failure to effectively integrate acquired assets and talent into
    our business and culture;
    diversion of resources from our existing businesses and
    technologies; and
    failure to realize the synergies expected from the acquisitions
    or business partnerships.      A
    decrease in demand for advertising services in general, and for
    our real estate advertising services in particular, could
    materially and adversely affect our ability to generate
    advertising revenues, which in turn could adversely affect our
    financial condition and results of operations.
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
    a decline in the number of their new development projects or
    temporary or permanent halts to development projects in the
    cities in which we operate;
    a slowdown in the economy in the cities in which we operate;
    a decision to shift advertising budget to other available
    advertising media by our customers; and
    a decrease in advertising spending in general.  Failure
    to enhance our brand recognition could have a material adverse
    effect on our business and results of operations.
  E-House E-House E-House E-House
    We may
    face increased competition and, if we are unable to compete
    successfully, our financial condition and results of operations
    may be harmed.
         36




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Substantial
    defaults by our clients on accounts receivable could have a
    material adverse effect on our business, results of operations
    and financial condition.
    If we
    fail to hire, train and retain qualified managerial and other
    employees, our business and results of operations could be
    materially and adversely affected.
    up-to-date
 37




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Any
    failure to protect our brand, trademarks, software copyrights,
    trade secrets and other intellectual property rights could have
    a negative impact on our business.
        Copyright
    infringement and other intellectual property claims against us
    may adversely affect our business and our ability to operate our
    CRIC system.
     38




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Failure
    to obtain or keep requisite licenses and permits for our
    business operations may subject us to significant financial
    penalties and other government sanctions.
          Any
    natural or other disasters, including outbreaks of health
    epidemics and other extraordinary events could severely disrupt
    our business operations.
     39




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We do
    not have any business liability, disruption or litigation
    insurance, and any business disruption or litigation we
    experience might result in our incurring substantial costs and
    diversion of resources.
    Risks
    Related to Our Online Real Estate Business
  We
    have limited experience in operating a real estate Internet
    business as a stand-alone company. We have relied and will
    continue to rely on our cooperation with SINA to a large extent.
    If we fail to maintain our relationship with SINA in relation to
    our real estate Internet operations, our business and results of
    operations could be materially and adversely
    affected.
    Any
    negative development in SINAs market position, harm to
    SINAs brand or SINAs operations, or regulatory
    actions or legal proceedings affecting SINAs intellectual
    properties on which our real estate Internet business relies,
    could materially and adversely affect our business and results
    of operations due to our dependence on SINA for our Internet
    operations.
    If the
    online advertising market fails to grow as quickly as expected,
    or if we fail to implement our growth strategies for our real
    estate Internet operations, our business will be materially and
    adversely affected.
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Failure
    to maintain or expand the number and quality of property
    listings on our real estate Internet websites could materially
    and adversely affect our business and results of
    operations.
  on-the-ground
  SINAs
    online real estate business had relied on a limited number of
    advertising agencies, which may materially and adversely affect
    the results of operations and financial condition of our real
    estate Internet business.
    If our
    real estate Internet business fails to compete successfully
    against its existing or future competitors, our financial
    condition and results of operations may be materially and
    adversely affected.
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Our
    acquisition of SINAs online real estate business may not
    yield the benefits we anticipate, which could materially and
    adversely affect our business and results of
    operations.
    There
    may be risks inherent in our acquisition of SINAs online
    real estate business.
    If we
    fail to further expand the online advertising operation of our
    real estate Internet business outside of Beijing, our growth of
    revenues, results of operations and business could be materially
    and adversely affected.
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The
    operations of our real estate Internet business could be
    disrupted by unexpected network interruptions caused by system
    failures, natural disasters or unauthorized tampering with the
    systems.
      If any
    of our subsidiaries or consolidated affiliated entities
    operating our real estate Internet business fails to obtain or
    maintain the applicable licenses and approvals required under
    the complex regulatory environment for Internet-based businesses
    and advertising businesses in China, our business, financial
    condition and results of operations could be materially and
    adversely affected.
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We
    could face liability for information on our websites and for
    products and services sold over our real estate Internet
    websites.
      Risks
    Related to Our Carve-out from
    E-House and
    Our Relationships with
    E-House
  We
    have limited experience operating as a stand-alone public
    company.
  E-House. E-House E-House E-House E-Houses
  E-House,
  Our
    financial information included in this annual report may not be
    representative of our financial condition and results of
    operations if we had been operating as a stand-alone public
    company for all periods presented.
  E-House. E-House, E-House
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E-House,
  We may
    not be able to continue to receive the same level of support
    from
    E-House.
  E-House E-Houses E-Houses E-Houses E-House E-House
  Our
    agreements with
    E-House may
    be less favorable to us than similar agreements negotiated
    between unaffiliated third parties. In particular, our
    non-competition agreement with
    E-House
    limits the scope of business that we are allowed to
    conduct.
  E-House E-House, E-House Form F-1 E-House E-House, E-House, E-House E-House. E-House E-House E-House
  Our
    marketing and promotion have benefited significantly from our
    association with
    E-House. Any
    negative development in
    E-Houses
    market position or brand recognition may materially and
    adversely affect our marketing efforts and the popularity of our
    brand.
  E-House, E-House E-House E-Houses E-Houses E-House
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E-House E-House
  E-House
    will control the outcome of shareholder actions in our
    company.
  E-House E-House E-Houses
  E-Houses E-Houses E-House E-House E-House, E-House.
  We may
    have conflicts of interest with
    E-House and,
    because of
    E-Houses
    controlling ownership interest in our company, may not be able
    to resolve such conflicts on favorable terms for
    us.
  E-House
  
    Indemnification arrangements with
    E-House.  We
    have agreed to indemnify
    E-House with
    respect to lawsuits and other matters relating to our real
    estate information and consulting services business, including
    operations of that business when it was a business unit of
    E-House.
    These indemnification arrangements could result in our having
    interests that are adverse to those of
    E-House
    including, for example, different interests with respect to
    settlement arrangements in a litigation matter. In addition,
    under these arrangements, we have agreed to reimburse
    E-House for
    liabilities incurred (including legal defense costs) in
    connection with any litigation, while
    E-House will
    be the party prosecuting or defending the litigation.
    Non-competition arrangements with
    E-House.  We
    and E-House
    have each agreed not to compete with the core business of each
    other.
    E-House has
    agreed not to compete with us in the business of providing real
    estate information and consulting services, real estate
    advertising services, and operating business to business and
    business to consumer Internet websites targeting participants in
    the real estate industry anywhere in the world. We have agreed
    not to compete with
    E-House in
    primary real estate agency services, secondary real estate
    brokerage services and any other businesses conducted by
    E-House,
    except real estate information and consulting services and
    related support services.
    Employee recruiting and retention.  Because
    both E-House
    and we are based in Shanghai, and engage in real estate services
    in China, we may compete with
    E-house in
    the hiring of new employees, in particular with respect to real
    estate information and research. We have a non-solicitation
    arrangement with
    E-House that
    would restrict either
    E-House or
    us from hiring any of the others employees.
    Our board members or executive officers may have conflicts of
    interest.Mr. Xin Zhou, our co-chairman and
    chief executive officer, is currently also serving as
    E-Houses
    executive chairman. Some of our board members and executive
    officers also own shares or options in
    E-House.
    E-House may
    continue to grant incentive share compensation to our board
    members and executive officers from time to time. These
    relationships could create, or appear to create, conflicts of
    interest when these persons are faced with decisions with
    potentially different implications for
    E-House and
    us. 46




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
    Sale of shares in our
    company.E-House
    may decide to sell all or a portion of our shares that it holds
    to a third party, including to one of our competitors, thereby
    giving that third party substantial influence over our business
    and our affairs. Such a sale could be contrary to the interests
    of certain of our shareholders, including our employees or our
    public shareholders.
    Allocation of business opportunities.  Business
    opportunities may arise that both we and
    E-House find
    attractive, and which would complement our respective
    businesses.
    E-House may
    decide to take the opportunities itself, which would prevent us
    from taking advantage of the opportunity ourselves.
    Developing business relationships with
    E-Houses
    competitors.So long as
    E-House
    remains as our controlling shareholder, we may be limited in our
    ability to do business with its competitors, such as other real
    estate services companies in China. This may limit our ability
    to market our services for the best interest of our company and
    our other shareholders.  E-House E-House. E-House E-Houses E-House
  Risks
    Related to Our Corporate Structure
  If the
    PRC government finds that the agreements with our consolidated
    affiliated entities that establish the structure for operating
    our advertising services business and real estate Internet
    business in China do not comply with applicable PRC governmental
    restrictions on foreign investment, we could be subject to
    severe penalties.
  E-House,
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
    The ownership structures of Tian Zhuo and Beijing Leju are in
    compliance with existing PRC laws and regulations;
    The contractual arrangements governed by PRC law between
    Shanghai CRIC and Tian Zhuo and its shareholders establishing
    the corporate structure for operating our PRC advertising
    services business are valid, binding and enforceable in
    accordance with their terms based on the currently effective PRC
    laws and regulations, and will not result in any violation of
    current PRC laws or regulations; and
    The contractual arrangements governed by PRC law among Shanghai
    SINA Leju, Beijing Leju, Mr. Xudong Zhu and Mr. Jun
    Luo establishing the corporate structure for operating our real
    estate Internet business are valid, binding and enforceable in
    accordance with their terms based on the currently effective PRC
    laws and regulations, and will not result in any violation of
    current PRC laws or regulations.        
    revoking the business and operating licenses of our PRC
    subsidiaries and affiliates;
    discontinuing or restricting our PRC subsidiaries and
    affiliates operations;
    imposing fines or confiscating the income of our PRC
    subsidiaries or affiliates;
    imposing conditions or requirements with which we or our PRC
    subsidiaries and affiliates may not be able to comply;
    requiring us or our PRC subsidiaries and affiliates to
    restructure the relevant ownership structure or
    operations; or
    taking other regulatory or enforcement actions that could be
    harmful to our business.   48




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We
    rely on contractual arrangements with Tian Zhuo, Beijing Leju
    and their respective shareholders for a portion of our
    operations, which may not be as effective as direct ownership in
    providing operational control.
      The
    shareholders of Tian Zhuo and Beijing Leju may have potential
    conflicts of interest with us, which may materially and
    adversely affect our business and financial
    condition.
  E-House,
  E-House. E-House E-House
    Contractual
    arrangements we have entered into or may enter into with Tian
    Zhuo and Beijing Leju may be subject to scrutiny by the PRC tax
    authorities and a finding that we, Tian Zhuo or Beijing Leju owe
    additional taxes could reduce our net income and the value of
    your investment.
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Risks
    Related to Doing Business in China
  Adverse
    changes in economic and political policies of the PRC government
    could have a material and adverse effect on overall economic
    growth in China, which could adversely affect our
    business.
      Uncertainties
    with respect to the Chinese legal system could adversely affect
    us.
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PRC
    governmental restrictions on currency conversion may limit our
    ability to utilize our revenues and funds effectively and the
    ability of our PRC subsidiaries and consolidated affiliated
    entities to obtain financing.
    Fluctuation
    in the value of the RMB may have a material adverse effect on
    your investment.
      PRC
    regulations relating to the establishment of offshore special
    purpose companies by PRC residents may subject our PRC resident
    beneficial owners or our PRC subsidiaries to liability or
    penalties, limit our ability to inject capital into our PRC
    subsidiaries, limit our PRC subsidiaries ability to
    increase their registered capital or distribute profits to us,
    or may otherwise adversely affect us.
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Failure
    to comply with PRC regulations regarding the registration
    requirements for employee stock ownership plans or share option
    plans may subject the PRC plan participants or us to fines and
    other legal or administrative sanctions.
    PRC
    regulations relating to foreign acquisitions may subject us to
    requisite approval by the Ministry of Commerce, and the failure
    to obtain such approval could have a material and adverse effect
    on our business, operating results, reputation and trading price
    of our ADSs.
   52




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Failure
    to comply with PRC laws and regulations relating to the
    advertising industry may subject us to fines and legal or
    administrative sanctions, government actions and civil claims,
    or otherwise adversely affect our operation.
   53




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Our
    holding company relies principally on dividends and other
    distributions on equity paid by our PRC subsidiaries to fund any
    cash and financing requirements it may have, and any limitation
    on the ability of our PRC subsidiaries to make payments to our
    holding company could have a material adverse effect on its
    ability to fund our operations, make investments or
    acquisitions, or pay dividends.
    PRC
    regulation of loans and direct investment by offshore holding
    companies to PRC entities may delay or prevent us from making
    loans or additional capital contributions to our PRC operating
    subsidiaries.
      The
    discontinuation of any of the preferential tax treatments
    currently available to us in the PRC or imposition of any
    additional PRC taxes on us could adversely affect our financial
    condition and results of operations.
     54




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Our
    business benefits from tax-related government incentives and
    discretionary policies. Expiration of, or changes to, these
    incentives or policies could have a material adverse effect on
    our operating results.
    Dividends
    payable to us by our PRC subsidiaries may be subject to PRC
    withholding taxes, we may be subject to PRC taxation on our
    worldwide income, and dividends distributed to our non-PRC
    investors may be subject to PRC withholding taxes under the PRC
    Enterprise Income Tax Law.
     55




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Risks
    Related to Our ADSs
  The
    market price for our ADSs has been and may continue to be
    volatile.
    
    actual or anticipated fluctuations in our quarterly operating
    results;
    changes in financial estimates by securities research analysts;
    conditions in the real estate
    and/or
    advertising industries in China;
    changes in the economic performance or market valuations of
    other real estate services companies; 56




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##### Table of Contents




    announcements by us or our competitors of new products,
    acquisitions, strategic partnerships, joint ventures or capital
    commitments;
    addition or departure of key personnel;
    sales or repurchases of our ADSs or ordinary shares; and
    general economic or political conditions in China.    We may
    need additional capital, and the sale of additional ADSs or
    other equity securities could result in dilution to our
    shareholders.
    Substantial
    future sales of our ADSs in the public market, or the perception
    that these sales could occur, could cause the price of our ADSs
    to decline.
  lock-up lock-up
  E-House E-House E-House
  We are
    a controlled company within the meaning of the
    NASDAQ Stock Market Rules and, as a result, we are exempted from
    certain corporate governance requirements that provide
    protection to shareholders of other companies.
  E-House
  Item 4.
    Information
    on the Company  A.
    History
    and Development of the Company   57




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##### Table of Contents



E-House.
    B.
    Business
    Overview  Overview
  E-Commerce e-commerce e-solutions.
      Market
    Opportunities
   58




---



##### Table of Contents



year-on-year
  Properties
    and Product Offerings
  E-Commerce,
  Properties

Revenue Classificationand

Advertising (Online Advertising)

Non-Advertising (MVAS, Search, and Fee-Based Services)Services

SINA.Com

SINA Community

SINA Mobile

SINA.Net

SINA E-Commerce

Others   News and online

   Blog

   SMS

   Search

   Online Shopping

   Licensed fees from CRIC   Vertical content

   Micro-blog

   IVR

   Enterprise solutions   Online advertising

   Podcasting

   MMS   Album

   WAP   Bar

   CRBT   Notepad

   KJAVA   Instant-messaging   Group   BBS   Email   Post   Space   SINA.com
      Chinese-language
 59




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##### Table of Contents



SINA News.
  SINA Sports.
  SINA Entertainment.
  SINA Auto.
  SINA Finance.
  SINA Eladies.
  SINA Luxury.
  SINA Real Estate.
  SINA Technology.
  SINA Digital.
  SINA Music.
  SINA Game.
 60




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##### Table of Contents



SINA Tools.
  SINA Book Reviews.
  SINA Video.
  SINA WAP.
  SINA
    Community
    SINA Blog.
  SINA Micro-blog.
  SINA Podcasting.
  SINA Album.
  SINA Bar.
  SINA Notepad.
  SINA UC.
  SINA Group.
  SINA BBS.
  SINA Mail.
 61




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##### Table of Contents



SINA Post.
  SINA
    Mobile
  pay-per-message
      News and Information

Community

Multimedia DownloadsHeadline news

Games and quizzes

Ring tonesFinancial news

Educational products

Logos and picturesTechnology news



Screen saversSports newsWeather forecastJokes     SINA SMS.
  SINA MMS.
  SINA IVR.
  SINA WAP.
  SINA CRBT.
  SINA KJAVA.
 62




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##### Table of Contents



SINA.net
  e-marketing e-government e-commerce
  SINA iAsk.
    SINA
    E-Commerce
  (http://mall.sina.com.cn),
  Form 20-F.
  Strategic
    Relationships
    Content
    Partnerships
  Chinese-language
  Application
    and Service Partnership
  Chinese-language
  Technology
    Infrastructure
   63




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Seasonality
    Competition
    start-ups
  e-commerce
 64




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The markets for MVAS and Internet services are highly
    competitive, and we may be unable to compete successfully
    against new entrants and established industry competitors, which
    could reduce our market share and adversely affect our financial
    performance
  Intellectual
    Property and Proprietary Rights
    We may not be able to adequately protect our
    intellectual property, which could cause us to be less
    competitive We may be exposed to
    infringement claims by third parties, which, if successful,
    could cause us to pay significant damage awards
  Government
    Regulation and Legal Uncertainties
  The
    following description of PRC laws and regulations is based upon
    the opinions of lawyers from Jun He Law Offices, our PRC
    counsel. For a description of legal risks relating to our
    ownership structure and business, see Risk
    Factors.
  Overview
    Telecommunications Regulations
    of the Peoples Republic of China MIIs Notice on Adjusting the
 65




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##### Table of Contents



Catalogue of Telecommunications Business
  Regulations for
    the Administration of Foreign-Invested Telecommunications
    Enterprises
  Measures for the Administration of Internet
    Information Services
  PRC
    Corporate Structure
  C. Organizational Structure
  Classified
    Regulations
  Foreign
    Investment in Value-added Telecom Services
       66




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Internet
    Information Services
  Measures for the Administration of Internet Information
    Services
        Online
    News Publishing
  Provisional Regulations for the Administration of Website
    Operation of News Publication Services Provisions
    for the Administration of Internet News Information Services,
    respectively,
      Online
    Transmission of Audio-visual Programs
  Measures for the
    Administration of Publication of Audio-visual Programs through
    Internet or Other Information Network
 67




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##### Table of Contents



Reply on Approvals for Beijing SINA Internet
    Information Service Co., Ltd. Engaging in the Business of
    Information Services Relating to Online Transmission of
    Audio-visual Programs
  Administrative Provisions on Internet Audio-visual Program
    Service
    Notice on
    strengthening the Administration of the Content of Internet
    Audio Visual Program
  Production
    of Radio and Television Programs
  Regulations for
    Administration on Production of Radio and Television
    Programs
    MVAS
  st Administrative Measures for the
    Licensing of Telecommunication Business Operations Administrative Measures for Telecommunication Business
    Operating Licenses
 68




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Western-net Western-net
  Short
    Messaging Services
  Notice on Certain
    Issues Regarding the Regulation of Short Messaging Services
  Internet
    Publishing
  Provisional Rules for the Administration of Internet
    Publishing
     69




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Online
    Games
  the Provisional Regulations for the
    Administration of Online Culture
  the Notice on Carrying out the Decision
    from the State Council Regarding the Approval of Electronic and
    Online Games Publications
  Circular of the Ministry of Culture on
    Strengthening the Examination of Content of Online Games
    Products
  Circular of the Ministry of Culture on Improving and
    Strengthening the Examination of Content of Online Games
  Notice
    Regarding the Consistent Implementation of the
    Stipulations on Three Provisions of the State
    Council and the Relevant Interpretations of the State Commission
    Office for Public Sector Reform and the Further Strengthening of
    the Administration of Pre-examination and Approval of Internet
    Games and the Examination and Approval of Imported Internet
    Games
    Internet
    Medical, Health and Drug Information Services
  Administrative Measures
    for Internet Medical and Health Information Services medical-and-health-related
  Measures for the Administration of Internet
    Drug Information Services
   70




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##### Table of Contents



Notice concerning
    the Passage of Re-examination of Health-related Information
    Service
  Online
    Cultural Products
  Provisional Regulations for the Administration of Online
    Culture Notice on Issues Relating
    to Implementing the Provisional Regulations for the
    Administration of Online Culture
  
    production, duplication, import, wholesale, retail, leasing or
    broadcasting of online cultural products;
    publishing of online cultural products on the Internet or
    transmission thereof to computers, fixed-line or mobile phones,
    radios, television sets or gaming consoles for the purpose of
    browsing, reading, using or downloading such products; or
    exhibitions or contests related to online cultural products.    Online
    Advertising
    
    Advertisement Law of the Peoples Republic of Chinapromulgated by the PRC State Congress on October 27,
    1994 and went into effect on February 1, 1995;
    Administrative Regulations for Advertisingpromulgated by
    the State Council on October 26, 1987 and went into effect
    on December 1, 1987;
    Implementation Rules for the Administrative Regulations for
    Advertisingpromulgated by the State Council on
    January 9, 1988 and amended on December 3, 1998,
    December 1, 2000 and November 30, 2004
    respectively; and
    Provisions on the Administration of Foreign-funded
    Advertising Enterprises promulgated by SAIC and Ministry of
    Commerce on March 2, 2004 and amended on August 22,
    2008.         71




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International
    Connections for Computer Information Networks
    
    Measures for the Administration of International Connections
    to Chinas Public Computer Interconnected Networks
    (1996);
    Provisional Regulations of the Peoples Republic of
    China for the Administration of International Connections to
    Computer Information Networks (1997) and their Implementing
    Measures (1998);
    Reply Concerning the Verification and Issuance of Operating
    Permits for Business Relating to International Connections for
    Computer Information Networks and for Public Multimedia
    Telecommunications Business (1998); and
    Administrative Measures for International Communications
    Gateways (2002).    
    be a PRC legal person;
    have the appropriate equipment, facilities and technical and
    administrative personnel;
    have implemented and registered a system of information security
    and censorship; and
    effect all international connections through an international
    communications gateway established with the approval of MII.  Organizational
    Structure
  Information
    Security and Censorship
    
    The Law of the Peoples Republic of China on the
    Preservation of State Secrets (1988) which was amended on
    April 30, 2010 and the amendment will be effective from
    October 1, 2010;
    The Law of the Peoples Republic of China Regarding
    State Security (1993) and its Implementing Rules (1994);
    Rules of the Peoples Republic of China for Protecting
    the Security of Computer Information Systems (1994);
    Notice Concerning Work Relating to the Filing of Computer
    Information Systems with International Connections (1996);
    Administrative Regulations for the Protection of Secrecy on
    Computer Information Systems Connected to International Networks
    (1997);
    Regulations for the Protection of State Secrets for Computer
    Information Systems on the Internet (2000); 72




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##### Table of Contents




    Notice issued by the Ministry of Public Security of the
    Peoples Republic of China Regarding Issues Relating to the
    Implementation of the Administrative Measure for the Security
    Protection of International Connections to Computer Information
    Networks (2000);
    Decision of the Standing Committee of the National
    Peoples Congress Regarding the Safeguarding of Internet
    Security (2000);
    Measures for the Administration of Commercial Website Filings
    for the Record (2002) their Implementing Rules (2002);
    Measures for the Administration of IP Address Archiving
    (2005);
    Provision on Technical Measures for Internet Security
    Protection (2005); and
    Administrative Measures for the Graded Protection of
    Information Security (2007).  Law on
    Preservation of State Secrets and/or
  Detailed Implementing Rules for the Measures
    for the Administration of Commercial Website Filings for the
    Record,
  
    file with BAIC and obtain electronic registration marks;
    place the registration marks on their websites
    homepages; and
    register their website names with BAIC.      Encryption
    Software
   73




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
    Only specialized hardware and software, the core functions of
    which are encryption and decoding, fall within the
    administrative scope of the regulations as encryption
    products and equipment containing encryption technology.
    Other products such as wireless telephones, Windows software and
    browsers do not fall within the scope of this regulation.
    The PRC government has already begun to study the laws in
    question in accordance with WTO rules and Chinas external
    commitments, and will make revisions wherever necessary. The
    Administrative Regulations on Commercial Encryptionwill
    also be subject to such scrutiny and revision.    Organizational Structure Risk
    Factors  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 could be disrupted as we develop or license
    replacement software.
  Online
    Education
  Measures for the Administration of
    Educational websites and Online Education School
    Administrative
    Protection of Internet Copyright
  Measures for the Administrative Protection
    of Internet Copyright Measures for Imposing Copyright Administrative
    Penalties
     74




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Organizational
    Structure
  Foreign
    Exchange
    
    Foreign Exchange Administration Rules, or the Exchange Rules,
    promulgated by the State Council on January 29, 1996, which
    was amended on January 14, 1997 and on August 5, 2008
    respectively; and
    Administration Rules of the Settlement, Sale and Payment of
    Foreign Exchange, or the Administration Rules promulgated by
    China Peoples Bank on June 20, 1996.      Circular on Several
    Issues concerning Foreign Exchange Administration for Domestic
    Residents to Engage in Financing and in Return Investments via
    Overseas Special Purpose Companies Implementing Rules for Circular
    No. 75
  Notice of the General Affairs
    Department of the State Administration of Foreign Exchange on
    the Relevant Operating Issues concerning the Improvement of the
    Administration of Payment and Settlement of Foreign Currency
    Capital of Foreign-funded Enterprises
 75




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Income
    Tax
  Circular on Implementation of Enterprise Tax Transition
    Preferential Policy
  Administration Measures for
    Recognition of High and new Technology Enterprises
  Circular regarding the Determination of
    Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax
    Resident Enterprises on the Basis of De Facto Management
    Bodies
     76




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##### Table of Contents



Implementation Measures for Special Tax
    Adjustments (Trial)
  Strengthening the Administration of
    Enterprise Income Tax Collection on Income Derived from Equity
    Transfer by Non-resident Enterprise
    
    Notice of the State Administration of Taxation on the Issues
    Concerning the Administration of Enterprise Income Tax Deduction
    and Exemption (2008);
    Notice of the State Administration of Taxation on
    Intensifying the Withholding of Enterprise Income Tax on
    Non-resident Enterprises Interest Income Sourcing from
    China (2008);
    Notice of the State Administration of Taxation on Several
    Issues Concerning the Recognition of Incomes Subject to the
    Enterprise Income Tax (2008);
    Opinion of the State Administration of Taxation on
    Strengthening the Administration of Enterprise Income Tax
    (2008);
    Notice of the Ministry of Finance and State Administration of
    Taxation on Several Preferential Policies in Respect of
    Enterprise Income Tax (2008);
    Interim Measures for the Administration of Collection of
    Enterprise Income Tax on the Basis of Consolidation of
    Trans-regional Business Operations (2008); and
    Several Issues Concerning the Enterprise Income Tax Treatment
    on Enterprise Reorganization (2009).  Labor and
    Work Safety
  Labor Law of the PRC
  Regulations on Implementation
    of the Labor Contract Law
 77




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##### Table of Contents



Regulations on Paid Annual Leave for Employees
    
    the Work Safety Law of the PRC (2002);
    the Regulation on Occupational Injury Insurance (2004);
    the Interim Measures Concerning the Maternity Insurance
    (1995);
    the Interim Regulations on the Collection and Payment of
    Social Insurance Premiums (1999) and its interim measures
    (1999); and
    the Regulation on the Administration of Housing Fund
    (2002).  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 advertising or distributing content that it believes is
    inappropriate and we may be liable for such content or we may
    have to stop profiting from such content.
  C.
    Organizational
    Structure    JurisdictionSubsidiary

of Organization

OwnershipSINA.com Online

United States of America


100
%Rich Sight Investment Limited

Hong Kong


100
%SINA Hong Kong Limited

Hong Kong


100
%Beijing New Media Information Technology Co. Ltd.

Peoples Republic of China


100
%SINA.com Technology (China) Co. Ltd.

Peoples Republic of China


100
%SINA Technology (China) Co. Ltd.

Peoples Republic of China


100
%SINA(Shanghai) Management Co. Ltd.

Peoples Republic of China


100
%Beijing SINA Advertising Co. Ltd.

Peoples Republic of China


100
%Shanghai SINA Advertising Co. Ltd.

Peoples Republic of China


100
%Fayco Network Technology Development (Shenzhen) Co. Ltd.

Peoples Republic of China


100
%     
    The ICP Company is a China company controlled by us through a
    series of contractual arrangements and is responsible for
    operating www.sina.com.cn in connection with its Internet
    content company license, selling the advertisements to
    advertisers and providing MVAS with its Value-Added
    Telecommunication Services Operating License in China via
    third-party operators to the users. It is 1.5% owned by Yan
    Wang, the Companys Chairman of the Board, 22.50% owned by
    the Companys Executive Vice President Tong Chen, 78




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26.75% owned by the Companys Chief Operating Officer Hong
    Du, and 49.25% owned by two other non-executive PRC employees of
    the Company. The registered capital of the ICP Company is
    $2.5 million.  
    Xunlong is a China company controlled by us through a series of
    contractual arrangements and is responsible for providing MVAS
    in China via third-party operators to users under its
    Value-Added Telecommunication Services Operating License. It is
    owned by two non-executive PRC employees of the Company. The
    registered capital of Xunlong is $1.2 million.
    StarVI is a China company controlled by us through a series of
    contractual arrangements and is responsible for providing MVAS
    in China via third-party operators to users under its
    Value-Added Telecommunication Services Operating License. It is
    owned by three non-executive PRC employees of the Company. The
    registered capital of StarVI is $1.2 million.
    Wangxing is a China company controlled by us through a series of
    contractual arrangements and is responsible for providing MVAS
    in China via third-party operators to users under its
    Value-Added Telecommunication Services Operating License. It is
    owned by three non-executive PRC employees of the Company. The
    registered capital of Wangxing is $1.2 million.
    Beijing SINA Infinity Advertising Co., Ltd. (the IAD
    Company), a China company controlled by us through a
    series of contractual arrangements. The IAD Company is an
    advertising agency. It is 20% owned by the Companys
    Executive Vice President Tong Chen and 80% owned by four
    non-executive PRC employees of the Company. This entity has an
    approved business scope including design, production, agency and
    issuance of advertisements. The registered capital of the IAD
    Company is $0.1 million.    and/or
  D.
    Property,
    Plants and Equipment   79




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Item 4A.
    Unresolved
    Staff Comments    Item 5.
    Operating
    and Financial Review and Prospects  This report contains forward-looking statements within the
    meaning of Section 27A of the Securities Act of 1933, as
    amended, and Section 21E of the Securities Exchange Act, as
    amended including, without limitation, statements regarding our
    expectations, beliefs, intentions or future strategies that are
    signified by the words expect,
    anticipate, intend, believe,
    the negative of such terms or other comparable terminology. All
    forward-looking statements included in this document are based
    on information available to us on the date hereof, and we
    undertake 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 above in Item 3. Key Information  D.
    Risk Factors. We caution you that our business and
    financial performance are subject to substantial risks and
    uncertainties, including the factors identified in
    Item 3. Key Information  D. Risk
    Factors, that could cause actual results to differ
    materially from those in the forward-looking statements.
  Overview
         80




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
    ability to compete with other Internet properties, including
    social networking sites, video sites and search for brand
    influence and market share;
    increased competition and potential downward pressure on online
    advertising prices and limitations on web page space;
    the maintenance and enhancement of our brands in a cost
    effective manner;
    development and retention of a large base of users possessing
    demographic characteristics attractive to advertisers;
    expansion of our content portfolio, product offerings and
    network bandwidth in a cost effective manner;
    the change in government policy that would curtail or restrict
    our online advertising services; and
    the consolidation of advertising agencies leading to increased
    bargaining power of larger advertising agencies.        out-of-home
   81




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Critical
    Accounting Policies, Judgments and Estimates
      Marketable
    securities
  other-than-temporary. other-than-temporary. other-than-temporary
  Allowance
    for doubtful accounts
    Property
    and Equipment
   82




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##### Table of Contents



Impairment
    of goodwill and long-lived assets
      Equity
    investments
    other-than-temporary other-than-temporary.
  Revenue
    recognition
  Advertising
   83




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MVAS
      true-ups
    and/or
  Advertising
    expense
    Stock-based
    compensation
   84




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Income
    taxes
        Foreign
    currency
   85




---



##### Table of Contents



Nonmonetary
    transaction
  845-10
  Disposal
    of subsidiary
    Recent
    accounting pronouncements
       86




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##### Table of Contents



A.
    Operating
    Results  Net
    revenues
  Year Ended December 31,% of ChangeYOY


YOY2009


2008


2007


09 & 08


08 & 07(In thousands, except percentages)Net revenuesAdvertising

$
227,895



64
%

$
258,499



70
%

$
168,926



69
%


(12
)%


53
%Non-advertising:MVAS


119,341



33
%


103,318



28
%


70,489



29
%


16
%


47
%Others


11,331



3
%


7,770



2
%


6,712



2
%


46
%


16
%130,672



36
%


111,088



30
%


77,201



31
%


18
%


44
%$
358,567



100
%

$
369,587



100
%

$
246,127



100
%


(3
)%


50
%   year-over-year year-over-year year-over-year year-over-year
  Advertising. year-over-year
 87




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##### Table of Contents



Non-advertising.
  MVAS
  Year Ended December 31,% of ChangeYOY


YOY2009


2008


2007


09 & 08


08 & 07(In thousands, except percentages)2.0G products

$
84,432



71
%

$
64,005



62
%

$
55,404



79
%


32
%


16
%2.5G products


34,909



29
%


39,313



38
%


15,085



21
%


(11
)%


161
%$
119,341



100
%

$
103,318



100
%

$
70,489



100
%


16
%


47
%   year-over-year
  year-over-year year-over-year year-over-year, year-over-year. year-over-year
  2008 year-over-year. year-over-year year-over-year year-over-year
    
    In January 2010, China Mobile implemented a series of measures
    that included limiting the service offerings and partnerships
    allowed for each SMS service code, preventing the television and
    radio promotion of certain interactive IVR products and
    requiring additional notices and customer confirmations in the
    MVAS ordering process.
    In November 2009, China Mobile implemented a series of measures
    targeted at eliminating offensive or unauthorized content for
    the WAP product line. As part of this effort, China Mobile has
    suspended billing 88




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##### Table of Contents



customers for WAP services, including those that do not contain
    offensive or unauthorized content, on behalf of third-party
    service providers of such services. The ultimate impact of these
    measures to the Companys MVAS revenues is currently
    unknown. For the fourth quarter of 2009, approximately 9% of the
    Companys MVAS revenues were derived from WAP services.
    China Mobile has not yet indicated how long these new measures
    will last or whether it would expand such measures.  
    In December 2007, the MII unified the dialing codes of each
    service provider by adding a four-digit code to each service
    providers product. This complicated the purchasing process
    of MVAS and reduced the effectiveness of our direct advertising
    and increased the difficulties of new user recruitment. We have
    been unable to estimate the impact of such change on our results
    of operations, cash flows and financial condition.
    In August 2007, the MII tightened the regulations over direct
    advertising in China. This change reduced the effectiveness of
    our direct advertising on MVAS and increased the difficulties of
    new user recruitment. We have not been able to accurately
    estimate the impact of such change on our results of operations,
    cash flows and financial condition, but believe it has had and
    will continue to have a significant negative impact to our MVAS
    business. Revenues from direct-advertising-based MVAS in 2009
    accounted for approximately 21% of our MVAS revenues.
    In July 2007, China Mobile began implementing a score and
    ranking system that attempts to reward service providers based
    on certain factors, such as revenue size, revenue growth rate
    and user complaint volume. A low score or ranking by any of our
    mobile entities would significantly result in a negative impact
    to our results of operations, cash flows and financial
    condition. Revenues billed via provincial and local subsidiaries
    of China Mobile in the aggregate in 2009 were approximately
    $99.2 million.
    In April 2007, China Unicom changed its service fee settlement
    method with service providers from estimated collection to
    actual collection. As a result of the switch, fee settlement
    with China Unicom, based on the receipt of billing statement,
    has taken up to four months, which has negatively impacted our
    cash flow. In addition, if we are unable to rely on historical
    confirmation rates from China Unicom in the future as a result
    of the change in fee settlement method, we may need to defer
    recognition of such revenues until the billing statements are
    received. Revenues billed via provincial and local subsidiaries
    of China Unicom in the aggregate in 2009 were approximately 14%
    of our MVAS revenues.    Other
    non-advertising revenues
   89




---



##### Table of Contents



Costs
    of revenues
  Year Ended December 31,% of Change


% of Change2009


2008


2007


YOY 09 & 08


YOY 08 & 07(In thousands, except percentages)Costs of revenues:Advertising

$
99,835


$
100,008


$
63,466




*


58
%Non-advertising:MVAS


56,851



48,005



29,339



18
%


64
%Other


1,606



2,322



1,897



(31
)%


22
%58,457



50,327



31,236



16
%


61
%$
158,292


$
150,335


$
94,702



5
%


59
%     *
    
    Less than 1%  year-over-year year-over-year year-over-year.
  Advertising.
  year-over-year year-over-year
  Non-advertising.
  year-over-year
   90




---



##### Table of Contents



Gross
    margins
  Year Ended December 31,2009

2008

2007Gross margins:Advertising


56
%


61
%


62
%Non-advertising:


55
%


55
%


60
%MVAS


52
%


54
%


58
%Other


86
%


70
%


72
%Overall


56
%


59
%


62
%   year-over-year
  Advertising. year-over-year year-over-year
  Non-advertising. year-over-year
  Operating
    expenses
  Year Ended December 31,2009


2008


2007


% of Change% of Net





% of Net





% of Net


YOY


YOYRevenues





Revenues





Revenues


09 & 08


08 & 07(In thousands, except percentages)Sales and marketing

$
85,133



24
%

$
79,784



22
%

$
50,555



21
%


7
%


58
%Product development


33,777



9
%


30,371



8
%


21,942



9
%


11
%


38
%General and administrative


40,025



11
%


33,179



9
%


26,738



11
%


21
%


24
%Amortization of intangible assets


4,138



1
%


1,337




*


1,176




*


209
%


14
%$
163,073



45
%

$
144,671



39
%

$
100,411



41
%


13
%


44
%     *
    
    Less than 1%  year-over-year
 91




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##### Table of Contents



Sales and marketing.
  Product development.
  General and administrative.
  Amortization of intangible assets.
  Interest
    and other income, net
  Year Ended December 31,2009


2008


2007(In thousands)Interest income

$
8,379


$
15,371


$
11,522Amortization of debt discount










(3,704
)Other income


(8
)


2,899



1,209$
8,371


$
18,270


$
9,027  92




---



##### Table of Contents



year-over-year year-over-year
      Amortization
    of convertible debt issuance cost
    Gain
    on sale of business and equity investments, net
    Year Ended December 31,2009


2008


2007(In thousands, except percentages)COHT

$
376,564


$
3,137


$
Others


(1,509
)


(779
)


830$
375,055


$
2,358


$
830% of total net revenues


105%



*



*     *
    
    Less than 1%  E-House
  Income
    tax expense
  Year Ended December 31,2009


2008


2007(In thousands, except percentages)Current income tax provision

$
7,093


$
14,098


$
6,030Deferred income tax


1,230



(56
)


474Total

$
8,323


$
14,042


$
6,504Income from China operations

$
81,890


$
108,147


$
70,167Effective tax rate for China operations


10%



13%



9%    93




---



##### Table of Contents



and/or
     94




---



##### Table of Contents



If tax benefits available to us in China are
    reduced or repealed, our results of operations could suffer
    significantly and your investment in our shares may be adversely
    affected
  B.
    Liquidity
    and Capital Resources  As of December 312009

2008

2007(In thousands)Cash and cash equivalents and short-term investments

$
821,518


$
603,824


$
477,999Working capital

$
694,484


$
498,524


$
377,608SINA shareholders equity

$
1,221,727


$
620,505


$
494,976     Form S-3
 95




---



##### Table of Contents



Form F-3
  and/or
    Year Ended December 31,2009


2008


2007(In thousands)Net cash provided by operating activities

$
98,086


$
114,000


$
89,065Net cash provided by (used in) investing activities


111,664



(23,960
)


(5,857
)Net cash provided by financing activities


155,299



12,407



19,037Effect of exchange rate changes on cash and cash equivalents


(1,946
)


9,207



6,244Net increase in cash and cash equivalents


363,103



111,654



108,489Cash and cash equivalents at beginning of period


383,320



271,666



163,177Cash and cash equivalents at end of period

$
746,423


$
383,320


$
271,666   Operating
    activities
   96




---



##### Table of Contents



Investing
    activities
        Financing
    activities
       97




---



##### Table of Contents



C.
    Research
    and Development, Patents and Licenses, etc.    D.
    Trend
    Information    E.
    Off-Balance
    Sheet Arrangements    F.
    Contractual
    Obligations    Payments Due by PeriodLess Than One


One to


Three to


More ThanTotal


Year


Three Years


Five Years


Five Years(In thousands)Operating leases obligation

$
17,705


$
2,563


$
15,111


$
31


$
Purchase commitments


35,044



29,548



5,267



82



147Other long-term liabilities


2,710







1,025







1,685Total contractual obligations

$
55,459


$
32,111


$
21,403


$
113


$
1,832      98




---



##### Table of Contents



Item 6.
    Directors,
    Senior Management and Employees  A.
    Directors
    and Senior Management    Name

Age

PositionCharles Chao


44


President, Chief Executive Officer and Director (Principal
    Executive Officer)Herman Yu


39


Chief Financial Officer (Principal Financial and Accounting
    Officer)Hong Du


38


Chief Operating OfficerTong Chen


43


Executive Vice President & Chief EditorYan Wang


37


Chairman of the BoardPehong Chen


52


Independent DirectorLip-Bu Tan


50


Independent DirectorTer Fung Tsao


64


Independent DirectorYichen Zhang


46


Independent DirectorSong-Yi Zhang


54


Independent DirectorHurst Lin


45


Independent Director   Charles Chao out-of-home
  Herman Yu
  Hong Du
  Tong Chen
 99




---



##### Table of Contents



Yan Wang
  Pehong Chen
  Lip-Bu Tan
  Ter Fung Tsao
  Yichen Zhang
  Song-Yi Zhang
 100




---



##### Table of Contents



Hurst Lin
    B.
    Amounts
    of Compensation Paid and Benefits Granted  Compensation
        Share
    Incentive Plans
     101




---



##### Table of Contents



Ordinary SharesUnderlyingOutstanding Options and

Exercise PriceName

Restricted Share Units

(US$/Share)

Grant Date

Expiration DateChao, Charles



*

$
3.13


January 8, 2001

January 8, 2011*

$
1.50


March 29, 2001

March 29, 2011*(1)





November 16, 2007

*(1)





January 12, 2009

Yu, Herman



*

$
20.86


September 7, 2004

September 7, 2014*

$
24.73


June 7, 2006

June 7, 2012*(1)





November 16, 2007

*(1)





January 12, 2009

Du Hong



*

$
24.73


June 7, 2006

June 7, 2012*(1)





November 16, 2007

*(1)





January 12, 2009

Chen Tong



*

$
24.73


June 7, 2006

June 7, 2012*(1)





November 16, 2007

*(1)





January 12, 2009

Chen, Pehong



*

$
33.68


September 26, 2003

September 26, 2013*

$
36.40


June 28, 2004

June 28, 2014*

$
24.39


June 23, 2006

June 23, 2016*

$
49.95


December 6, 2007

December 6, 2013*

$
40.59


September 8, 2008

September 8, 2014*(1)





December 7, 2009

Tan, Lip-Bu



*

$
1.32


November 27, 2001

November 27, 2011*

$
33.68


September 26, 2003

September 26, 2013*

$
36.40


June 28, 2004

June 28, 2014*

$
26.37


September 27, 2005

September 27, 2015*

$
49.95


December 6, 2007

December 6, 2013*

$
40.59


September 8, 2008

September 8, 2014*(1)





December 7, 2009

Tsao, Ter Fung



*

$
33.68


September 26, 2003

September 26, 2013*

$
36.40


June 28, 2004

June 28, 2014*

$
26.37


September 27, 2005

September 27, 2015*

$
24.39


June 23, 2006

June 23, 2016*

$
49.95


December 6, 2007

December 6, 2013*

$
40.59


September 8, 2008

September 8, 2014*(1)





December 7, 2009

Hurst Lin



*(1)





December 7, 2009

Zhang, Song-Yi



*

$
30.35


April 28, 2004

April 28, 2014*

$
26.37


September 27, 2005

September 27, 2015*

$
24.39


June 23, 2006

June 23, 2016*

$
49.95


December 6, 2007

December 6, 2013*

$
40.59


September 8, 2008

September 8, 2014*(1)





December 7, 2009

Zhang, Yi-Chen



*

$
33.68


September 26, 2003

September 26, 2013*

$
36.40


June 28, 2004

June 28, 2014*

$
26.37


September 27, 2005

September 27, 2015*

$
24.39


June 23, 2006

June 23, 2016*

$
49.95


December 6, 2007

December 6, 2013*

$
40.59


September 8, 2008

September 8, 2014*(1)





December 7, 2009

 102




---



##### Table of Contents



Ordinary SharesUnderlyingOutstanding Options and

Exercise PriceName

Restricted Share Units

(US$/Share)

Grant Date

Expiration DateWang, Yan



*

$
24.23


July 27, 2004

July 27, 2014*(1)





December 7, 2009

Other employees


887,564


From $1.50 to
$33.29


From October 30, 2000 to March 20, 2008

From October 30, 2010 to September 7, 2014*(1)





From March 30, 2009 to October 30, 2009

Total


2,352,608     *
    
    Less than one percent of the outstanding ordinary shares.(1)
    
    Restricted share units.  6-month 6-month 6-month
  Change
    in Control and Severance Agreements
  Board
    Practices  Potential Payments upon Termination or
    Change in Control
  C.
    Board
    Practices  Terms
    of Directors and Executive Officers
    Item 6.A. Directors and Senior
    Management
   103




---



##### Table of Contents



Item 6.A.
    Directors and Senior Management
  Board
    Committees
  Form 20-F
  Independent
    accountant
              Financial
    Reporting
                  Related
    Party and Relationship Disclosure
   104




---



##### Table of Contents



Critical
    Accounting Policies & Principles and Key
    Transactions
          Internal
    Control and Related Matters
              Potential
    Payments upon Termination or Change in Control
   105




---



##### Table of Contents



Terms of
    Potential Payments  Termination
        Terms of
    Potential Payments  Change in Control
   106




---



##### Table of Contents



Item 6.B. Amounts of Compensation
    Paid and Benefits Granted
  D.
    Employees    E.
    Share
    Ownership    
    each shareholder known to us to own beneficially more than 5% of
    the ordinary shares;
    each director;
    each of our executive officers listed in Directors and
    Senior Management above; and
    all of our current directors and executive officers as a group.    107




---



##### Table of Contents



Number of Shares

Percent ofName and Address of Beneficial Owners

Beneficially Owned

Shares Beneficially Owned(1)Major ShareholdersNew-Wave Investment Holding Company


5,608,612



9.20
%Orbis Investment Management Ltd.(2) 
    34 Bermudiana Road, Hamilton HM 11, Bermuda


5,289,523



8.68
%FMR LLC(3) 
    82 Devonshire Street 
    Boston, Massachusetts, 02109


5,376,377



8.82
%Baillie Gifford & Co(4) 
    Calton Square, 1 Greenside Row 
    Edinburgh EH1 3AN 
    Scotland, United Kingdom


4,948,600



8.12
%T.Rowe Price Associates, INC(5) 
    100 E. Pratt Street, 
    Baltimore, Maryland 21202


4,811,300



7.89
%Directors and Executive OfficersLip-Bu Tan(6) c/o Walden
    International 
    One California Street, 28th Floor 
    San Francisco, CA 94111



*



*Ter Fung Tsao(7) c/o Helen
    Hsiao, 
    8F, Suite 801 
    136, Jean-Ai Road, SEC. 3 
    Taipei, Taiwan



*



*Hurst Lin(8)



*



*Pehong Chen(9) 
    333 Distel Circle 
    Los Altos, CA 94022



*



*Yan Wang(10)



*



*Yichen Zhang (11) 
    CITIC 
    26/F CITIC Tower 
    1 Tim Mei Avenue, 
    Central Hong Kong



*



*Song-Yi Zhang (12) c/o Morgan
    Stanley 
    27/F, Three Exchange Square, 
    Central Hong Kong



*



*Charles Chao(13)


5,711,833



9.36
%Herman Yu(14)



*



*Hong Du(15)



*



*Tong Chen(16)



*



*All directors and executive officers as a group
    (11 persons)(17)


6,317,705



10.25
%     *
    
    Less than one percent of the outstanding ordinary shares.(1)
    
    For each named person, the percentage ownership includes
    ordinary shares which the person has the right to acquire within
    60 days after April 26, 2010. However, such shares
    shall not be deemed outstanding with respect to the calculation
    of ownership percentage for any other person. Beneficial
    ownership calculations for 108




---



##### Table of Contents



5% shareholders are based solely on publicly-filed
    Schedule 13Ds or 13Gs, which 5% shareholders
    are required to file with the SEC.(2)
    
    Beneficial ownership calculation is based solely on a review of
    a Schedule 13G/A filing made with the SEC on
    February 12, 2010.(3)
    
    Beneficial ownership calculation is based solely on a review of
    a Schedule 13G filing made with the SEC on
    February 16, 2010.(4)
    
    Beneficial ownership calculation is based solely on a review of
    a Schedule 13G filings made with the SEC on
    February 8, 2010.(5)
    
    Beneficial ownership calculation is based solely on a review of
    a Schedule 13G/A filing made with the SEC on
    February 19, 2010.(6)
    
    Includes 3,000 shares held by a trust for which
    Mr. Tan and his wife serve as trustees and
    74,000 shares issuable upon exercise of options exercisable
    within 60 days from April 26, 2010 and 660 shares
    issuable upon vesting of restricted share units within
    60 days from April 26, 2010.(7)
    
    Includes 10,000 shares held by Mr. Tsao and
    71,000 shares issuable upon exercise of options exercisable
    within 60 days from April 26, 2010 and 660 shares
    issuable upon vesting of restricted share units within
    60 days from April 26, 2010.(8)
    
    Includes 20,972 shares held by Mr. Lin as of
    April 26, 2010 and 660 shares issuable upon vesting of
    restricted share units within 60 days from April 26,
    2010.(9)
    
    Includes 6,882 shares held by a trust controlled by
    Mr. Chen and 56,000 shares issuable upon exercise of
    options exercisable within 60 days from April 26, 2010
    and 660 shares issuable upon vesting of restricted share
    units within 60 days from April 26, 2010.(10)
    
    Includes 100,000 shares issuable upon exercise of options
    exercisable within 60 days from April 26, 2010 and
    660 shares issuable upon vesting of restricted share units
    within 60 days from April 26, 2010.(11)
    
    Includes 71,000 shares issuable upon exercise of options
    exercisable within 60 days from April 26, 2010 and
    660 shares issuable upon vesting of restricted share units
    within 60 days from April 26, 2010.(12)
    
    Includes 78,500 shares issuable upon exercise of options
    exercisable within 60 days from April 26, 2010 and
    660 shares issuable upon vesting of restricted share units
    within 60 days from April 26, 2010.(13)
    
    Includes 5,608,612 shares owned by New-Wave Investment
    Company, 36,971 shares issuable upon exercise of options
    exercisable within 60 days from April 26, 2010 and
    66,250 shares issuable upon vesting of restricted share
    units within 60 days from April 26, 2010.
    Mr. Chao is the sole director and executive officer of
    New-Wave Investment Company. Mr. Chao may be deemed to have
    shared voting and investment power over the shares held by
    New-Wave. Mr. Chao disclaims beneficial ownership of such
    shares, except to the extent of his pecuniary interest therein.(14)
    
    Includes 41,980 shares issuable upon exercise of options
    exercisable within 60 days from April 26, 2010 and
    17,292 shares issuable upon vesting of restricted share
    units within 60 days from April 26, 2010.(15)
    
    Includes 8,750 shares issuable upon exercise of options
    exercisable within 60 days from April 26, 2010 and
    19,167 shares issuable upon vesting of restricted share
    units within 60 days from April 26, 2010.(16)
    
    Includes 14,584 shares issuable upon exercise of options
    exercisable within 60 days from April 26, 2010 and
    8,125 shares issuable upon vesting of restricted share
    units within 60 days from April 26, 2010.(17)
    
    Includes 5,608,612 shares owned by New-Wave Investment
    Company, which Charles Chao may be deemed to have shared voting
    and investment power, 40,854 shares held by all directors
    and officers as a group and 552,785 shares issuable upon
    exercise of options within 60 days from April 26, 2010
    and 115,454 shares issuable upon vesting of restricted
    share units within 60 days from April 26, 2010.   109




---



##### Table of Contents



Item 6.B. Compensation  Share Incentive
    Plans
  Item 7.
    Major
    Shareholders and Related Party Transactions  A.
    Major
    Shareholders  Item 6.E. Directors, Senior Management and
    Employees  Share Ownership.
      B.
    Related
    Party Transactions          Private
    Placement
   110




---



##### Table of Contents



Commercial
    Contracts
    Control
    Agreements
    
    Our subsidiary STC agreed to provide Yan Wang, our former Chief
    Executive Officer and current Chairman of the Board, an
    interest-free loan of RMB 300,000 for purposes of providing
    capital to Beijing SINA Internet Information Services Co., Ltd.
    and RMB 300,000 for purposes of providing capital to Guangdong
    SINA Internet Information Service Co., Ltd. The entire principal
    amount of each of these loans is currently outstanding. Each of
    these loans was extended as replacement for loans previously
    extended to Mr. Wang by BSIT in the same principal amounts
    disclosed above and on the same terms as described below, except
    where noted, which loans were replaced by the STC loans due to
    the Company dissolving BSIT in 2008.
    STC also agreed to provide Tong Chen, our Executive Vice
    President and Chief Editor, interest-free loans totaling
    RMB300,000 for purposes of providing capital to Guangdong SINA
    Internet Information Service Co., Ltd. In addition, STC has
    agreed to provide Tong Chen interest-free loans totaling RMB
    4,500,000 for purposes of providing capital to Beijing SINA
    Internet Information Service Co., Ltd. and an interest-free loan
    of RMB 200,000 for purposes of providing capital to Beijing SINA
    Infinity Advertising Co., Ltd. The entire principal amount of
    each of these loans is currently outstanding. Each of these
    loans was extended as replacement for loans previously extended
    to Mr. Chen by BSIT in the same principal amounts disclosed
    above and on the same terms as described below, except where
    noted, which loans were replaced by the STC loans due to the
    Company dissolving BSIT in 2008.
    STC agreed to provide Hong Du, our Chief Operating Officer, an
    interest-free loan of RMB 5,350,000 for purposes of providing
    capital to Beijing SINA Internet Information Service Co., Ltd.
    The entire principal amount of the loan is currently
    outstanding. The loan was extended as replacement for the loan
    previously extended to Ms. Du by BSIT in the same principal
    amount as disclosed above and on the same terms as described
    below, except where noted, which loans were replaced by the STC
    loans due to the Company dissolving BSIT in 2008.
    The aforementioned capital investments in the VIEs are funded by
    SINA and recorded as interest-free loans to the PRC officers and
    employees. Such interest-free loans are extended solely for
    subscription of the shares of the VIEs, and the transfer of
    ownership of the shares in the VIEs, as directed by SINA, is the
    requisite form of repayment of such interest-free loans. These
    are not personal loans. Under various contractual agreements,
    employee shareholders of the VIEs are required to transfer their
    ownership in these entities to our subsidiaries in China when
    permitted by PRC laws and regulations or to our designees at any
    time, and all shareholders of the VIEs are obligated to waive
    their right of first refusal or any other rights that are
    restrictive on such requested transfer. In addition, our
    employee shareholders of the VIEs have pledged their shares in
    the VIEs (and all rights relating thereto) as collateral for
    non-payment of (i) the interest-free loans 111




---



##### Table of Contents



and (ii) fees on technical and other services due to us.
    Except as set forth above, employee shareholders of the VIEs are
    not otherwise permitted to transfer, pledge or otherwise
    encumber their ownership of VIEs without STCs written
    approval. All voting rights with respect to the shares of the
    VIEs are assigned to us. We have the power to appoint all
    directors and senior management personnel of the VIEs. Through
    our wholly-owned subsidiaries in China, we have also entered
    into exclusive technical agreements and other service agreements
    with the VIEs, under which these subsidiaries provide technical
    services and other services to the VIEs in exchange for
    substantially all net income of the VIEs. In addition to the
    terms described above which were also applicable to the BSIT
    loans, STC has entered into a letter agreement with the PRC
    officers and employees that provides for (i) the
    cancellation of such officers and employees
    obligations under the contractual agreements upon the transfer
    or acquisition of shares held by such officers and employees and
    (ii) the indemnification of such officers and employees for
    any liability incurred in the course of discharging such
    officers and employees obligations under any of the
    contractual agreements.  Employment
    and Compensation Agreements
  Item 6. Directors, Senior Management and
    Employees
  Indemnification
    Agreements
    Registration
    Rights Agreements
    Transactions
    and Agreements with CRIC
    E-House
   112




---



##### Table of Contents



Shareholders
    Agreement
  Composition of the board. E-House E-House E-House, E-House E-House, E-House E-House E-House
  Restrictions on transfer. 180-day E-House E-House E-House
  Registration
    Rights Agreement
  E-House, E-House E-House
  Demand registration rights. E-House E-House E-House 12-month
  Piggyback registration rights. E-House E-Houses
 113




---



##### Table of Contents



Blackout periods. 12-month
  Expenses of registration. E-House out-of-pocket
  Amended
    and Restated Advertising Agency Agreement
    Domain
    Name and Content License Agreement
  house.sina.com.cn,
    jiaju.sina.com.cn construction.sina.com.cn sub-licensable
  Trademark
    License Agreement
  www.leju.com house.sina.com.cn, jiaju.sina.com.cn construction.sina.com.cn
 114




---



##### Table of Contents



Software
    License and Support Services Agreement
  ,
  C.
    Interests
    of Experts and Counsel    Item 8.
    Financial
    Information  A.
    Consolidated
    Statements and Other Financial Information  Form 20-F.
  Legal
    Proceedings
    Dividend
    Policy
    B.
    Significant
    Changes    Item 9.
    The
    Offer and Listing  A.
    Listing
    Details    Trading PriceHigh

LowAnnual Highs and Lows2005

$
34.25


$
20.182006


30.36



20.232007


59.27



29.162008


58.60



21.492009


47.95



17.89 115




---



##### Table of Contents



Trading PriceHigh

LowQuarterly Highs and LowsFirst Quarter 2008


46.97



32.00Second Quarter 2008


58.60



35.23Third Quarter 2008


47.86



31.80Fourth Quarter 2008


35.16



21.49First Quarter 2009


25.85



17.89Second Quarter 2009


33.97



22.71Third Quarter 2009


38.70



26.86Fourth Quarter 2009


47.95



36.25First Quarter 2010


47.25



35.26Monthly Highs and LowsNovember 2009


47.95



37.50December 2009


47.09



42.62January 2010


47.25



35.93February 2010


38.50



35.26March 2010


42.10



36.60April 2010


40.58



35.25   B.
    Plan of
    Distribution    C.
    Markets    D.
    Selling
    Shareholders    E.
    Dilution    F.
    Expenses
    of the Issue    Item 10.
    Additional
    Information  A.
    Share
    Capital    B.
    Memorandum
    and Articles of Association  Form F-3, No. 333-163990,
 116




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##### Table of Contents



C.
    Material
    Contracts  Form 20-F.
  D.
    Exchange
    Controls  Item 4. Information on the Company 
    B. Business Overview  Government Regulation and Legal
    Uncertainties  Classified Regulations 
    Foreign Exchange. Item 3. Key
    Information  Risk Factors  Restrictions on
    paying dividends or making other payments to us bind our
    subsidiaries and VIEs in China
  E.
    Taxation    Cayman
    Islands Taxation
    United
    States Federal Income Taxation
  Form 20-F Form 20-F,
    
    banks;
    financial institutions;
    insurance companies;
    broker dealers;
    traders that elect to mark to market;
    tax-exempt entities;
    persons liable for alternative minimum tax;
    persons holding ordinary share as part of a straddle, hedging,
    conversion or integrated transaction;
    persons that actually or constructively own 10% or more of our
    voting shares;
    persons holding ordinary shares through partnerships or other
    pass-through entities; or 117




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##### Table of Contents




    persons who acquired ordinary shares pursuant to the exercise of
    any employee share option or otherwise as consideration for
    services.      
    a citizen or individual resident of the U.S.;
    a corporation (or other entity taxable as a corporation for
    U.S. federal income tax purposes) organized under the laws
    of the U.S., any State or the District of Columbia;
    an estate whose income is subject to U.S. federal income
    taxation regardless of its source; or
    a trust that (1) is subject to the supervision of a court
    within the U.S. and the control of one or more
    U.S. persons or (2) has a valid election in effect
    under applicable U.S. Treasury regulations to be treated as
    a U.S. person.    Taxation
    of Dividends and Other Distributions on the Ordinary
    Shares
         118




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##### Table of Contents



Taxation
    of Disposition of Shares
    Passive
    Foreign Investment Company
  non-U.S. corporation
  
    at least 75% of its gross income is passive income (the
    income test), or
    at least 50% of the value of its assets (based on an average of
    the quarterly values of the assets during a taxable year) is
    attributable to assets that produce or are held for the
    production of passive income (the asset test).    mark-to-market
  mark-to-market
  
    the excess distribution or gain will be allocated ratably over
    your holding period for the ordinary shares,
    the amount allocated to the current taxable year, and any
    taxable year prior to the first taxable year in which we became
    a PFIC, will be treated as ordinary income, and
    the amount allocated to each other taxable year will be subject
    to the highest tax rate in effect for that taxable year and the
    interest charge generally applicable to underpayments of tax
    will be imposed on the resulting tax attributable to each such
    taxable year.   119




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##### Table of Contents



mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market
  mark-to-market de minimis mark-to-market
      Information
    Reporting and Backup Withholding
  Form W-9.
    F.
    Dividends
    and Paying Agents    G.
    Statement
    by Experts    H.
    Documents
    on Display  http://corp.sina.com.
 120




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##### Table of Contents



1-800-SEC-0330. http://www.sec.gov
  I.
    Subsidiary
    Information  Item 4.
    Information on the Company  C. Organizational
    Structure
  Item 11.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    Rate and Security Market Risk
        Foreign
    Currency Exchange Rate Risk
   121




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##### Table of Contents



TranslationChange in the Value of

Adjustments to

Transaction GainChinese Renminbi Against the U.S. Dollar

Comprehensive Income

(Loss)(In thousands)

(In thousands)Appreciate 2%

$
7,710


$
(22
)Appreciate 5%

$
19,303


$
(54
)Depreciate 2%

$
(7,696
)

$
22Depreciate 5%

$
(19,211
)

$
54   Investment
    Risk
    Item 12.
    Description
    of Securities Other than Equity Securities   PART II  Item 13.
    Defaults,
    Dividend Arrearages and Delinquencies    Item 14.
    Material
    Modifications to the Rights of Security Holders and Use of
    Proceeds  Form 6-K
  Item 15.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e)) Form 20-F.
  Managements
    Annual Report on Internal Control over Financial
    Reporting
  Rules 13a-15(f) Internal Control-Integrated Framework
 122




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##### Table of Contents



page F-2 Form 20-F.
  Changes
    in Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  Item 16A.
    Audit
    Committee Financial Expert    Item 16B.
    Code
    of Ethics    Item 16C.
    Principal
    Accountant Fees and Services    2009

2008Audit Fees

$
1,324,731


$
1,295,915Tax Fees(1)


26,288



30,551All Other Fees(2)


1,500



1,500     (1)
    
    Tax fees consist of fees billed for professional services
    related to tax advice and assistance with tax reporting.(2)
    
    All Other Fees consist of $1,500 subscription fee for accounting
    rules and materials.  case-by-case
  Item 16D.
    Exemptions
    from the Listing Standards for Audit Committees   123




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##### Table of Contents



Item 16E.
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers  Issuer
    Purchases of Equity Securities
  (c) Total Number of


(d) ApproximateShares Purchased


Dollar Value thatas Part of Publicly


May Yet Be(a) Total Number of


(b) Average Price


Announced Plans or


Purchased Under thePeriod

Shares Purchased


Paid per Share


Programs


Plans or ProgramsMonth # 1 (January 1, 2009 to January 31, 2009)


1,950,362


$
20.37



1,950,362


$
60.3 millionMonth # 2 (February 1, 2009 to February 28, 2009)


504,594


$
20.36



504,594


$
50.0 millionTotal


2,454,956


$
20.37



2,454,956


$
50.0 million     Item 16F.
    Change
    in Registrants Certifying Accountant    Item 16G.
    Corporate
    Governance   PART III  Item 17.
    Financial
    Statements    Item 18.
    Financial
    Statements    Item 19.
    Exhibits  Form 20-F
 124




---



##### Table of Contents



Form 20-F http://www.sec.gov.
  ExhibitNumber

Description1
.1

Amended and Restated Articles of Association of SINA Corporation
    (Filed as Exhibit 3.1 to the Companys Annual Report
    on
    Form 10-K
    filed on March 16, 2005, and incorporated herein by
    reference).1
.2

Amended and Restated Memorandum of Association of SINA.com
    (currently known as SINA Corporation) (Filed as Exhibit 3.1
    to the Companys Annual Report on
    Form 10-K
    filed on March 16, 2005, and incorporated herein by
    reference).2
.1

Form of Subordinated Note due July 15, 2023 (Filed as
    Exhibit 4.1 to the Companys Report on
    Form 10-Q
    for the three month period ended June 30, 2003, and
    incorporated herein by reference).2
.2

Indenture, dated as of July 7, 2003, by and between the
    Company and the Bank of New York (Filed as Exhibit 4.2 to
    the Companys Report on
    Form 10-Q
    for the three month period ended June 30, 2003, and
    incorporated herein by reference).2
.3

Registration Rights Agreement, dated as of July 7, 2003, by
    and between the Company and Credit Suisse First Boston LLC
    (Filed as Exhibit 4.3 to the Companys Report on
    Form 10-Q
    for the three month period ended June 30, 2003, and
    incorporated herein by reference).2
.4

Rights Agreement dated as of February 22, 2005 between SINA
    Corporation and American Stock Transfer &
    Trust Company, as Rights Agent (Filed as Exhibit 4.1
    to the Companys Report on
    Form 8-K
    filed on February 24, 2005, and incorporated herein by
    reference).2
.5

Amendment No. 1 to Rights Agreement dated as of
    November 18, 2009 between SINA Corporation and American
    Stock Transfer & Trust Company, as Rights Agent
    (Filed as Exhibit 4.2 to the Companys Report on
    Form 6-K
    filed on November 20, 2009, and incorporated herein by
    reference).4
.1

Form of Indemnification Agreement between SINA.com and each of
    its officers and directors (Filed as Exhibit 10.1 to the
    Companys Registration Statement on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.2

SRS International Ltd. 1997 Stock Option Plan and form of
    incentive stock option agreement (Filed as Exhibit 10.2 to
    the Companys Registration Statement on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.3

Sinanet.com 1997 Stock Plan and form of stock option agreement
    (Filed as Exhibit 10.3 to the Companys Registration
    Statement on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.4

Amended SINA.com 1999 Stock Plan and form of share option
    agreement (Filed as Exhibit 10.4 to the Companys
    Registration Statement on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.5

Form of share option agreement under the amended SINA.com 1999
    Stock Plan (Filed as Exhibit 10.5 to the Companys
    Annual Report on
    Form 10-K
    filed on March 16, 2005 and incorporated by reference
    herein).4
.6

1999 Directors Stock Option Plan (Filed as
    Exhibit 10.6 to the Companys Registration Statement
    on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.7

Form of nonstatutory stock option agreement under the
    1999 Directors Stock Option Plan (Filed as
    Exhibit 10.6 to the Companys Registration Statement
    on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.8

SINA.com 1999 Executive Stock Plan (Filed as Exhibit 10.19
    to the Companys Registration Statement on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.9

Lease Agreement of Ideal International Plaza between the
    Registrants subsidiaries or VIEs and Beijing Zhongwu Ideal
    Real Estate Development Co., Ltd. for the office located in
    Ideal International Plaza, 58 North 4th Ring Road West,
    Haidian,, Beijing, PRC, and the list of the lease agreements
    (Filed as Exhibit 4.9 to the Companys Report on
    Form 20-F
    filed on June 29, 2009, and incorporated herein by
    reference). 125




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##### Table of Contents



ExhibitNumber

Description4
.10

Business Cooperation Agreement dated March 7, 2000 between
    Beijing SINA Internet Information Services Co., Ltd. and Beijing
    Stone Rich Sight Information Technology Co., Ltd. (currently
    known as Beijing SINA Information Technology Co., Ltd.) (Filed
    as Exhibit 10.23 to the Companys Registration
    Statement on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.11

Equipment and Leased Line Transfer Agreement dated March 7,
    2000 between Beijing SINA Internet Information Services Co.,
    Ltd. and Beijing Stone Rich Sight Information Technology Co.,
    Ltd. (currently known as Beijing SINA Information Technology
    Co., Ltd.) (Filed as Exhibit 10.23 to the Companys
    Registration Statement on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.12

Advertising Agency Agreement dated March 7, 2000 between
    Beijing SINA Internet Information Services Co., Ltd. and
    SINA.com (currently known as SINA Corporation) (Filed as
    Exhibit 10.26 to the Companys Registration Statement
    on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.13

Advertisement Production and Technical Service Agreement dated
    March 7, 2000 between Beijing Stone Rich Sight Information
    Technology Co., Ltd. (currently known as Beijing SINA
    Information Technology Co., Ltd.) and Beijing SINA Interactive
    Advertising Co. Ltd. (Filed as Exhibit 10.27 to the
    Companys Registration Statement on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.14

Advertising Publication and Cooperation Agreement dated
    March 7, 2000 between Beijing SINA Internet Information
    Services Co., Ltd. and Beijing SINA Interactive Advertising Co.,
    Ltd. (Filed as Exhibit 10.28 to the Companys
    Registration Statement on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.15

Amendment to Advertising Agency Agreement dated April 1,
    2000 between Beijing SINA Interactive Advertising Co., Ltd. and
    SINA.com (currently known as SINA Corporation) (Filed as
    Exhibit 10.37 to the Companys Registration Statement
    on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.16

Amendment to Advertisement Publication and Cooperation Agreement
    dated April 1, 2000 between Beijing SINA Interactive
    Advertising Co., Ltd. and Beijing SINA Internet Information
    Services Co., Ltd. (Filed as Exhibit 10.38 to the
    Companys Registration Statement on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.17

Amendment to Advertising Production and Technical Service
    Agreement dated April 1, 2000 between Beijing Stone Rich
    Sight Information Technology Co., Ltd. (currently known as
    Beijing SINA Information Technology Co., Ltd.) and Beijing SINA
    Interactive Advertising Co., Ltd. (Filed as Exhibit 10.39
    to the Companys Registration Statement on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.18

E-Commerce
    Cooperation Agreement dated April 1, 2000 between Beijing
    Stone Rich Sight Information Technology Co., Ltd. (currently
    known as Beijing SINA Information Technology Co., Ltd.) and
    Beijing SINA Internet Information Services Co., Ltd (Filed as
    Exhibit 10.40 to the Companys Registration Statement
    on
    Form F-1,
    Registration
    No. 333-11718,
    filed on March 27, 2000, as amended, and incorporated
    herein by reference).4
.19

Share Pledge Agreements (18 agreements in total) between
    SINA.com Technology (China) Co., Ltd. (a subsidiary of the
    Company) and certain employees of the Company in relation to
    significant Variable Interest Entities controlled by the Company
    (Filed as Exhibit 4.19 to the Companys Report on Form 20-F
    filed on June 29, 2009, and incorporated herein by
    reference).4
.20

Loan Agreements (18 agreements in total) between Sina.com
    Technology (China) Co., Ltd (a subsidiary of the Company) and
    certain employees of the Company for funding significant
    Variable Interest Entities controlled by the Company (Filed as
    Exhibit 4.20 to the Companys Report on Form 20-F filed on
    June 29, 2009,  and incorporated herein by reference).4
.21

Agreements on Authorization to Exercise Shareholders
    Voting Power (18 agreements in total) between Sina.com
    Technology (China) Co., Ltd (a subsidiary of the Company) and
    certain employees of the Company in relation to significant
    Variable Interest Entities controlled by the Company (Filed as
    Exhibit 4.21 to the Companys Report on Form 20-F filed on
    June 29, 2009, and incorporated herein by reference). 126




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##### Table of Contents



ExhibitNumber

Description4
.22

Translation of Technical Services Agreement dated
    January 1, 2008 between Beijing New Media Information
    Technology Co., Ltd. and Guangzhou Media Message Technologies
    Inc. (Filed as Exhibit 4.22 to the Companys Report on
    Form 20-F
    filed on June 29, 2009, and incorporated herein by
    reference).4
.23

Translation of Internet Advertisement Publishing Technical
    Services Agreement dated January 1, 2008 between SINA.com
    Technology (China) Co., Ltd and Beijing SINA Internet
    Information Services Co., Ltd. (Filed as Exhibit 4.23 to
    the Companys Report on
    Form 20-F
    filed on June 29, 2009, and incorporated herein by
    reference).4
.24

Translation of Technical Services Agreement dated
    January 1, 2008 between Beijing New Media Information
    Technology Co., Ltd. and Shenzhen Wang Xing Technology Co., Ltd.
    (Filed as Exhibit 4.24 to the Companys Report on
    Form 20-F
    filed on June 29, 2009, and incorporated herein by
    reference).4
.25

Translation of Mobile Value Added Technical Services Agreement
    dated January 1, 2008 between SINA.com Technology (China)
    Co., Ltd. and Beijing SINA Internet Information Services Co.,
    Ltd. (Filed as Exhibit 4.25 to the Companys Report on
    Form 20-F
    filed on June 29, 2009, and incorporated herein by
    reference).4
.26

Translation of Internet Advertisement Publishing Technical
    Services Agreement dated January 1, 2008 between SINA.com
    Technology (China) Co., Ltd. and Beijing SINA Infinity
    Advertising Co., Ltd. (Filed as Exhibit 4.26 to the
    Companys Report on
    Form 20-F
    filed on June 29, 2009, and incorporated herein by
    reference).4
.27

Change of Control Agreement dated February 1, 2001 with
    Charles Chao (Filed as Exhibit 10.48 to the Companys
    Report on
    Form 10-Q
    for the three month period ended March 31, 2001, and
    incorporated herein by reference).4
.28

Stock Purchase Agreement dated February 24, 2004, among
    SINA, Crillion, the shareholders of Crillion listed on
    Part I of Exhibit A of the Stock Purchase Agreement
    and the individuals listed on Part II of Exhibit A of
    the Stock Purchase Agreement (Filed as Exhibit 2.1 to the
    Companys Report on
    Form 8-K
    filed on April 7, 2004, and incorporated herein by
    reference).4
.29

Amendment Agreement dated March 23, 2004, among SINA,
    Crillion, the shareholders of Crillion listed on Part I of
    Exhibit A of the Stock Purchase Agreement and the
    individuals listed on Part II of Exhibit A of the
    Stock Purchase Agreement (Filed as Exhibit 2.2 to the
    Companys Report on
    Form 8-K
    filed on April 7, 2004, and incorporated herein by
    reference).4
.30

Equity Transfer Agreement dated February 24, 2004, among
    the individuals listed on Schedule A attached to the Equity
    Transfer Agreement, Shenzhen Wang Xing Technology Co., Ltd., a
    limited liability company organized and existing under the laws
    of the Peoples Republic of China, and the individuals
    listed on Schedule B attached to the Equity Transfer
    Agreement (Filed as Exhibit 2.3 to the Companys
    Report on
    Form 8-K
    filed on April 7, 2004, and incorporated herein by
    reference).4
.31

Stock Purchase Agreement dated July 1, 2004 among SINA
    Corporation, Davidhill Capital Inc., the shareholders of
    Davidhill Capital Inc. listed on Part I of Exhibit A
    to such agreement, and the company and individuals listed on
    Part II of Exhibit A to such agreement. (Filed as
    Exhibit 2.1 to the Companys Report on
    Form 8-K
    filed on October 22, 2004, and incorporated herein by
    reference).4
.32

Amendment Agreement dated October 13, 2004 among SINA
    Corporation, Davidhill Capital Inc., the shareholders of
    Davidhill Capital Inc. listed on Part I of Exhibit A
    to the Stock Purchase Agreement, and the company and individuals
    listed on Part II of Exhibit A to the Stock Purchase
    Agreement. (Filed as Exhibit 2.2 to the Companys
    Report on
    Form 8-K
    filed on October 22, 2004, and incorporated herein by
    reference).4
.33

Asset Purchase Agreement dated July 1, 2004 by and between
    Guiyang Longmaster Information Technology Co., Ltd. and Beijing
    Davidhill Internet Technology Service Co., Ltd. (Filed as
    Exhibit 2.3 to the Companys Report on
    Form 8-K
    filed on October 22, 2004, and incorporated herein by
    reference).4
.34

2007 Share Incentive Plan (Filed as Exhibit 4.2 to the
    Companys Report on
    Form S-8
    filed on July 26, 2007, and incorporated herein by
    reference).4
.35

Form of share option agreement for non-employee directors under
    the 2007 Share Incentive Plan (Filed as Exhibit 4.44
    to the Companys Report on
    Form 20-F
    filed on June 30, 2008, and incorporated herein by
    reference). 127




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##### Table of Contents



ExhibitNumber

Description4
.36

Form of restricted share unit agreement for existing service
    providers under the 2007 Share Incentive Plan (Filed as
    Exhibit 4.45 to the Companys Report on
    Form 20-F
    filed on June 30, 2008, and incorporated herein by
    reference).4
.37

Form of performance restricted share unit agreement under the
    2007 Share Incentive Plan (Filed as Exhibit 4.46 to
    the Companys Report on
    Form 20-F
    filed on June 30, 2008, and incorporated herein by
    reference).4
.38

Form of share option agreement for existing service providers
    under the 2007 Share Incentive Plan (Filed as
    Exhibit 4.47 to the Companys Report on
    Form 20-F
    filed on June 30, 2008, and incorporated herein by
    reference).4
.39

Form of restricted share unit agreement for existing service
    providers under the 2007 Share Incentive Plan (Filed as
    Exhibit 4.40 to the Companys Report on
    Form 20-F
    filed on June 29, 2009, and incorporated herein by
    reference).4
.40

Form of restricted share unit agreement for existing service
    providers under the 2007 Share Incentive Plan (Filed as
    Exhibit 4.41 to the Companys Report on
    Form 20-F
    filed on June 29, 2009, and incorporated herein by
    reference).4
.41*

Share Subscription Agreement dated as of September 22, 2009
    by and between New-Wave Investment Holding Company Limited and
    the Company.4
.42*

Letter Amendment dated as of September 23, 2009 by and between
    New-Wave Investment Holding Company Limited and the Company.4
.43*

Amended and Restated Registration Rights Agreement dated as of
    November 18, 2009 by and between New-Wave Investment
    Holding Company Limited and the Company.4
.44*

Share Purchase Agreement, dated July 23, 2009, between CRIC
    Holdings Limited and the Company.4
.45*

Amendment Agreement to the Share Purchase Agreement, dated
    September 29, 2009, between China Real Estate Information
    Corporation and the Company.4
.46*

Amendment Agreement to the Share Purchase Agreement, dated
    October 17, 2009, between China Real Estate Information
    Corporation and the Company.4
.47*

Shareholders Agreement, dated October 21, 2009, by and
    among the China Real Estate Information Corporation,
    E-House
    (China) Holdings Limited and the Company.4
.48*

Registration Rights Agreement, dated October 21, 2009, by
    and among the China Real Estate Information Corporation,
    E-House
    (China) Holdings Limited and the Company.4
.49*

English translation of Amended and Restated Advertising
    Inventory Sale Agency Agreement, dated August 31, 2009,
    between the Company and China Online Housing Technology
    Corporation.4
.50*

Domain Name and Content License Agreement, dated September 2009,
    between Beijing SINA Internet Information Service Co., Ltd. and
    Beijing Yisheng Leju Information Services Co., Ltd.4
.51*

Trademark License Agreement, dated September 2009, between
    Beijing SINA Internet Information Service Co., Ltd. and Beijing
    Yisheng Leju Information Services Co., Ltd.4
.52*

Software License and Support Services Agreement, dated September
    2009, between SINA.com Technology (China) Co. Ltd. and Shanghai
    SINA Leju Information Technology Co., Ltd.8
.1*

List of Subsidiaries.12
.1*

Certificate of Chief Executive Officer pursuant to Securities
    Exchange Act
    Rules 13a-14(a)
    and 15d-14(a) as Adopted Pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.12
.2*

Certificate of Chief Financial Officer pursuant to Securities
    Exchange Act
    Rules 13a-14(a)
    and 15d-14(a) as Adopted Pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.13
.1*

Certificate of Chief Executive Officer pursuant to
    18 U.S.C. section 1350.13
.2*

Certificate of Chief Financial Officer pursuant to
    18 U.S.C. section 1350.15
.1*

Consent of Independent Registered Public Accounting Firm.15
.2*

Consent of Jun He Law offices.     *
    
    Filed herewith. 128




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##### Table of Contents



SIGNATURES  Form 20-F
    By:
    /s/  Charles
    Chao                    129




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##### Table of Contents



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageConsolidated Financial Statements:Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2009 and 2008


F-3Consolidated Statements of Operations for the
    years ended December 31, 2009, 2008 and 2007


F-4Consolidated Statements of Shareholders
    Equity for the years ended December 31, 2009, 2008 and
    2007


F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, 2008 and 2007


F-6Notes to Consolidated Financial Statements


F-7  F-1




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm    Internal Control  Integrated
    Framework
         
 F-2




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##### Table of Contents



SINA
    CORPORATION
    CONSOLIDATED BALANCE SHEETS  December 31,2009


2008(In thousands, except per share data)ASSETSCurrent assets:Cash and cash equivalents

$
746,423


$
383,320Short-term investments


75,095



220,504Accounts receivable, net of allowances for doubtful accounts of
    $8,791 and $9,146, respectively (include accounts receivable,
    net due from a related party of $6,103 and nil as of
    December 31, 2009 and 2008, respectively)


74,999



79,183Prepaid expenses and other current assets


22,381



9,424Total current assets


918,898



692,431Property and equipment, net


23,022



34,111Equity investments


580,606



Intangible assets, net


3,690



10,477Goodwill


84,050



84,050Other assets


3,576



1,425Total assets

$
1,613,842


$
822,494LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,918


$
1,397Accrued liabilities


81,712



68,468Income taxes payable


14,526



17,391Deferred revenue


27,258



7,651Convertible debt


99,000



99,000Total current liabilities


224,414



193,907Long-term liabilities:Deferred revenue


164,019



Other liabilities


2,710



4,039Total long-term liabilities


166,729



4,039Total liabilities


391,143



197,946Commitments and contingencies (Note 16)Shareholders equity:SINA shareholders equity:Ordinary shares: $0.133 par value; 150,000 shares
    authorized; 60,919 and 56,121 shares issued and outstanding


8,102



7,464Additional paid-in capital


571,024



382,880Accumulated other comprehensive income (loss):Unrealized loss on investments in marketable securities






(329
)Cumulative translation adjustments


52,137



51,921Retained earnings


590,464



178,569Total SINA shareholders equity


1,221,727



620,505Noncontrolling interests


972



4,043Total shareholders equity


1,222,699



624,548Total liabilities and shareholders equity

$
1,613,842


$
822,494    F-3




---



##### Table of Contents



SINA
    CORPORATION
    CONSOLIDATED STATEMENTS OF OPERATIONS  Years Ended December 31,2009


2008


2007(In thousands, except per share data)Net revenues:Advertising (include fees received from a related party of $852,
    nil, nil for 2009, 2008 and 2007, respectively)

$
227,895


$
258,499


$
168,926Non-advertising (include amortization of deferred revenue of
    $4,686, nil, nil for 2009, 2008 and 2007, respectively)


130,672



111,088



77,201358,567



369,587



246,127Costs of revenue:Advertising


99,835



100,008



63,466Non-advertising


58,457



50,327



31,236158,292



150,335



94,702Gross profit


200,275



219,252



151,425Operating expenses:Sales and marketing


85,133



79,784



50,555Product development


33,777



30,371



21,942General and administrative


40,025



33,179



26,738Amortization of intangible assets


4,138



1,337



1,176Total operating expenses


163,073



144,671



100,411Income from operations


37,202



74,581



51,014Interest and other income, net


8,371



18,270



9,027Amortization of convertible debt issuance cost










(252
)Gain on sale of business and equity investments, net


375,055



2,358



830Income before income tax expense


420,628



95,209



60,619Income tax expense


(8,323
)


(14,042
)


(6,504
)Net income


412,305



81,167



54,115Less: Net income attributable to the noncontrolling interest


410



529



Net income attributable to SINA

$
411,895


$
80,638


$
54,115Basic net income per share attributable to SINA

$
7.53


$
1.44


$
0.98Diluted net income per share attributable to SINA

$
6.95


$
1.33


$
0.97Shares used in computing basic net income per share attributable
    to SINA


54,722



55,821



55,038Shares used in computing diluted net income per share
    attributable to SINA


59,259



60,474



60,020    F-4




---



##### Table of Contents






SINA
    CORPORATION
    CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY  SINA Shareholders EquityAccumulatedTotal











Additional








OtherShareholders


Comprehensive


Ordinary Shares


Paid-In


Treasury Stock


Comprehensive


Retained


NoncontrollingEquity


Income


Shares


Amount


Capital


Shares


Amount


Income


Earnings


Interest(In thousands)Balances at December 31, 2006

$
387,813







54,344


$
7,228


$
303,868






$



$
10,744


$
65,973


$
Adjustment to initially apply the revised guidance on accounting
    for convertible debt instrument


3,614















25,771















(22,157
)


Balances at December 31, 2006 as revised


391,427







54,344



7,228



329,639











10,744



43,816



Issuance of ordinary shares pursuant to stock plans


19,037







1,138



151



18,886



















Stock-based compensation expenses


8,712















8,712



















Issuance of ordinary shares pursuant to convertible bonds
    conversion


1,000







39



5



995



















Comprehensive income:Net income


54,115


$
54,115



























54,115



Unrealized gain on marketable securities


1,451



1,451























1,451







Currency translation adjustments


19,234



19,234























19,234







Total comprehensive income


74,800


$
74,800Balances at December 31, 2007


494,976







55,521



7,384



358,232











31,429



97,931



Issuance of ordinary shares pursuant to stock plans


10,549







600



80



10,469



















Stock-based compensation expenses


14,309















14,309



















Sale of subsidiaries shares to noncontrolling interest


3,514



































3,514Others


(130
)














(130
)


















Comprehensive income:Net income


81,167


$
81,167



























80,638



529Unrealized gain on marketable securities


591



591























591







Currency translation adjustments


19,572



19,572























19,572







Total comprehensive income


101,330


$
101,330Balances at December 31, 2008


624,548







56,121



7,464



382,880











51,592



178,569



4,043Repurchase of ordinary shares


(50,074
)


















(2,455
)


(50,074
)










Cancellation of repurchased ordinary shares










(2,455
)


(327
)


(49,747
)


2,455



50,074











Issuance of ordinary shares pursuant to stock plans


26,175







1,644



219



25,956



















Issuance of ordinary shares pursuant to private equity placement


180,000







5,609



746



179,254



















Issuance cost of private equity placement


(349
)














(349
)


















Stock-based compensation expenses of stock plans


22,637















22,637



















Stock-based compensation expenses of private equity placement


10,726















10,726



















Sale of subsidiaries shares to noncontrolling interest


798



































798Purchase of subsidiaries shares from noncontrolling
    interest


(342
)














(171
)


















(171
)Disposal of noncontrolling interest in a subsidiary


(4,270
)














(162
)


















(4,108
)Comprehensive income:Net income


412,305


$
412,305



























411,895



410Unrealized gain on marketable securities


329



329























329







Currency translation adjustments


216



216























216







Total comprehensive income


412,850


$
412,850Balances at December 31, 2009

$
1,222,699







60,919


$
8,102


$
571,024






$



$
52,137


$
590,464


$
972    F-5




---



##### Table of Contents






SINA
    CORPORATION
    CONSOLIDATED STATEMENTS OF CASH FLOWS  Years Ended December 31,2009


2008


2007(In thousands)Cash flows from operating activities:Net income

$
412,305


$
81,167


$
54,115Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation


15,272



16,002



13,374Stock-based compensation


33,363



14,309



8,712Amortization of debt discount










3,704Amortization of convertible debt issuance cost










252Amortization of intangible assets


4,403



1,603



1,176Provision for allowance for doubtful accounts


5,269



3,528



5,294Deferred income taxes


1,230



(56
)


474Gain on sale of business and equity investments, net


(375,055
)


(2,358
)


(830
)Realized (unrealized) foreign exchange gains from liquidated
    subsidiaries


1,964



(1,964
)


Loss on disposal of property and equipment


53



53



83Changes in assets and liabilities (net of effect from business
    acquisition and disposal):Accounts receivable


(1,746
)


(21,903
)


(14,241
)Prepaid expenses and other current assets


(5,565
)


65



2,003Other assets


(3,240
)


24



77Accounts payable


(76
)


62



(58
)Accrued liabilities


16,493



14,646



9,140Income taxes payable


(2,751
)


8,614



2,504Deferred revenue


(3,833
)


208



3,286Net cash provided by operating activities


98,086



114,000



89,065Cash flows from investing activities:Purchases of short-term investments


(45,692
)


(154,036
)


(98,792
)Maturities of short-term investments


191,614



150,885



104,354Purchases of property and equipment


(4,909
)


(18,790
)


(12,158
)Cash disposed in conjunction with the spin off of China Online
    Housing Technology Corporation


(11,647
)






Investments and prepayments on investments


(17,076
)






(1,261
)Cash paid for acquisitions of intangible assets


(626
)






Cash paid for acquisitions, net of cash acquired






(2,019
)


Proceeds from sale of business and investments, net










2,000Net cash provided by (used in) investing activities


111,664



(23,960
)


(5,857
)Cash flows from financing activities:Proceeds from issuance of ordinary shares pursuant to stock plans


25,436



10,549



19,037Proceeds from issuance of ordinary shares pursuant to private
    equity placement


180,000







Cash paid for issuance cost of private equity placement


(349
)






Repurchase of ordinary shares


(50,074
)






Proceeds from sales of noncontrolling interest in subsidiaries


798



2,500



Other financing activities


(512
)


(642
)


Net cash provided by financing activities


155,299



12,407



19,037Effect of exchange rate change on cash and cash equivalents


(1,946
)


9,207



6,244Net increase in cash and cash equivalents


363,103



111,654



108,489Cash and cash equivalents at the beginning of the year


383,320



271,666



163,177Cash and cash equivalents at the end of the year

$
746,423


$
383,320


$
271,666Supplemental disclosures:Cash paid for income taxes

$
10,607


$
5,270


$
3,634Cash paid for acquisitions

$



$
(3,663
)

$
Cash acquired






1,644



Cash paid for acquisitions, net of cash acquired

$



$
(2,019
)

$
Supplemental disclosures of noncash investing and financing
    activities:Equity investment in China Real Estate Information Corporation
    in exchange for the spin off of SINAs online real estate
    business in China Online Housing Technology Corporation

$
572,000


$



$
Ordinary shares issued pursuance to convertible bond conversion

$



$



$
1,000    F-6




---



##### Table of Contents



SINA
    CORPORATION



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  1.
    Operations  E-Commerce e-commerce e-solutions.
  out-of-home
  2.
    Significant
    Accounting Policies  Basis
    of presentation and Use of estimates
    Consolidation
     F-7




---



##### Table of Contents




    Beijing SINA Internet Information Service Co., Ltd. (the
    ICP Company), a China company controlled through
    business agreement. The ICP Company is responsible for operating
    www.sina.com.cn in connection with its Internet content company
    license, selling the advertisements to advertisers and providing
    MVAS with its Value-Added Telecommunication Services Operating
    License in China via third-party operators to the users. It is
    1.5% owned by Yan Wang, the Companys Chairman of the
    Board, 22.50% owned by the Companys executive officer Tong
    Chen, 26.75% owned by the Companys executive officer Hong
    Du, and 49.25% owned by two other non-executive PRC employees of
    the Company. The registered capital of the ICP Company is
    $2.5 million.
    Guangzhou Media Message Technologies, Inc.
    (Xunlong), a China company controlled through
    business agreement. Xunlong is responsible for providing MVAS in
    China via third-party operators to the users under its
    Value-Added Telecommunication Services Operating License. It is
    owned by two non-executive PRC employees of the Company. The
    registered capital of the Xunlong is $1.2 million.
    Beijing Star-Village Online Cultural Development Co., Ltd.
    (StarVI), previously translated as Beijing
    Star-Village.com Cultural Development Co., Ltd, a China company
    controlled through business agreement. StarVI is responsible for
    providing MVAS in China via third-party operators to the users
    under its Value-Added Telecommunication Services Operating
    License. It is owned by three non-executive PRC employees of the
    Company. The registered capital of the StarVI is
    $1.2 million.
    Shenzhen Wang Xing Technology Co., Ltd. (Wangxing),
    a China company controlled through business agreement. Wangxing
    is responsible for providing MVAS in China via third-party
    operators to the users under its Value-Added Telecommunication
    Services Operating License. It is owned by three non-executive
    PRC employees of the Company. The registered capital of Wangxing
    is $1.2 million.
    Beijing SINA Infinity Advertising Co., Ltd. (the IAD
    Company), a China company controlled through business
    agreement. The IAD Company is an advertising agency. It is 20%
    owned by the Companys executive officer Tong Chen and 80%
    owned by four non-executive PRC employees of the Company. This
    entity has an approved business scope including design,
    production, agency and issuance of advertisements. The
    registered capital of the IAD Company is $0.1 million.    Noncontrolling
    interest
    Fair
    value of financial instruments
     F-8




---



##### Table of Contents



Shares
    repurchase
    Cash
    equivalents
    Available-for-sale
    securities
  available-for-sale other-than-temporary, other-than-temporary available-for-sale
  available-for-sale
  Allowances
    for doubtful accounts
   F-9




---



##### Table of Contents



Long-lived
    assets
  Property and equipment.
  Goodwill.
  Intangible assets other than
    goodwill.
    Equity
    investments
    other-than-temporary other-than-temporary.
  Convertible
    debt
   F-10




---



##### Table of Contents



Revenue
    recognition
  Advertising
        Non-advertising
  MVAS.
   F-11




---



##### Table of Contents



true-ups
  Deferred revenue.
  Fee-based services.
     F-12




---



##### Table of Contents



Costs
    of revenues
  Advertising.
  Non-advertising.
  Product
    development expenses
    Advertising
    expense
    Stock-based
    compensation
         F-13




---



##### Table of Contents



Operating
    leases
  lease-by-lease
  Income
    taxes
  Income taxes.
  Uncertain tax positions.
  Foreign
    currency
      Net
    income per share
   F-14




---



##### Table of Contents



Comprehensive
    income
    Nonmonetary
    transaction
  845-10
  Disposal
    of subsidiary
    Recent
    accounting pronouncements
       F-15




---



##### Table of Contents



3.
    Equity
    Investments    CRIC


Others


Total(In thousands)Balance at December 31, 2007

$



$
1,300


$
1,300Converted to controlling interest






(1,300
)


(1,300
)Balance at December 31, 2008

$



$



$
Investments


572,000



8,606



580,606Balance at December 31, 2009

$
572,000


$
8,606


$
580,606   Equity
    Investment in CRIC
  (E-House), 10-year business-to-consumer
  E-House E-Houses E-Houses E-House.
   F-16




---



##### Table of Contents



Amended
    and Restated Advertising Agency Agreement
    Domain
    Name and Content License Agreement
  house.sina.com.cn,
    jiaju.sina.com.cn construction.sina.com.cn sub-licensable
  Trademark
    License Agreement
  www.leju.com house.sina.com.cn, jiaju.sina.com.cn construction.sina.com.cn
  Software
    License and Support Services Agreement
  ,
     F-17




---



##### Table of Contents



Allocated Value(In thousands)Share of net tangible assets acquired

$
112,233Share of intangible assets acquired as recorded in CRICs
    financial statements*(1)


68,686Share of intangible assets not included in CRICs financial
    statements*(2)


36,797Deferred tax liabilities


(22,604
)Goodwill


376,888Investment in CRIC

$
572,000     *
    
    Above intangible assets were measured at fair value as of
    CRICs IPO date based on a valuation report.(1)
    
    The weighted average life of these intangible assets is
    10 years.(2)
    
    The weighted average life of these intangible assets, excluding
    the asset with indefinite life is 7 years.        Other
    equity investments
      4.
    Goodwill
    and Intangible Assets   F-18




---



##### Table of Contents



Advertising


MVAS


Total(In thousands)Balances at December 31, 2007

$
13,772


$
68,891


$
82,663Additional interest in a majority-owned investment


1,387







1,387Balances at December 31, 2008

$
15,159


$
68,891


$
84,050Balances at December 31, 2009

$
15,159


$
68,891


$
84,050       December 31, 2009


December 31, 2008Accumulated








AccumulatedCost


Amortization


Net


Cost


Amortization


Net(In thousands)Technology

$
10,300


$
(7,854
)

$
2,446


$
10,300


$
(4,635
)

$
5,665Software


1,844



(922
)


922



1,844



(307
)


1,537Database














3,541



(266
)


3,275Other


322







322











Total

$
12,466


$
(8,776
)

$
3,690


$
15,685


$
(5,208
)

$
10,477       Year Ended December 31,

(In thousands)2010

$
3,0612011


307Total expected amortization expense

$
3,368  F-19




---



##### Table of Contents



5.
    Cash,
    Cash Equivalents and Short-term Investments    December 31, 2009


December 31, 2008Unrealized


Estimated Fair





Unrealized


Estimated FairCarrying Value


Losses


Value


Carrying Value


Losses


Value(In thousands)Cash and cash equivalents:Cash

$
118,074


$



$
118,074


$
196,548


$



$
196,548Cash equivalents:Bank time deposits


160,027







160,027



56,617







56,617Money market funds


468,322







468,322



130,155







130,155628,349







628,349



186,772







186,772746,423







746,423



383,320







383,320Short-term investments:Bank time deposits


75,095







75,095



205,609







205,609Corporate bonds and notes














15,224



(329
)


14,89575,095







75,095



220,833



(329
)


220,504Total cash, cash equivalents and short-term investments

$
821,518


$



$
821,518


$
604,153


$
(329
)

$
603,824     6.
    Balance
    Sheet Components  December 31,2009


2008(In thousands)Accounts receivable, net:Accounts receivable

$
83,790


$
88,329Allowance for doubtful accounts:Balance at beginning of year


(9,146
)


(5,663
)Disposal of COHT


2,440



Additional provision charged to expenses


(5,269
)


(3,528
)Write-off, net of recoveries


3,184



45Balance at end of year


(8,791
)


(9,146
)$
74,999


$
79,183Prepaid expenses and other current assets:Content fees

$
3,445


$
4,034Rental and other deposits


6,222



1,404Prepayments for investments


7,680



Others


5,034



3,986$
22,381


$
9,424 F-20




---



##### Table of Contents



December 31,2009


2008(In thousands)Property and equipment, net:Computers and equipment

$
74,856


$
76,253Leasehold improvements


4,819



4,988Furniture and fixtures


3,916



3,821Other


1,469



1,57185,060



86,633Less: Accumulated depreciation and amortization


(62,038
)


(52,522
)$
23,022


$
34,111Accrued liabilities:Sales rebates

$
16,197


$
10,305Content fees


14,850



13,526Accrued compensation and benefits


9,284



9,480Marketing expenses


8,598



9,100Employee payroll withholding tax


8,717



685Advertisement production cost


3,739



2,366Business taxes payable


4,707



5,835Sales commission


3,631



4,055Professional fees


3,337



5,144Internet connection costs


3,083



3,151Others


5,569



4,821$
81,712


$
68,468Accumulated other comprehensive income:Unrealized loss on marketable securities

$



$
(329
)Cumulative translation adjustments


52,137



51,921$
52,137


$
51,592   7.
    Related
    Party Transactions       F-21




---



##### Table of Contents



8.
    Income
    Taxes      Year Ended December 31,2009

2008

2007(In thousands, except percentage)Income before income tax expenses

$
420,628


$
95,209


$
60,619Income (loss) from non China operations

$
338,738


$
(12,938
)

$
(9,548
)Income from China operations

$
81,890


$
108,147


$
70,167Income tax expenses applicable to China operations

$
8,323


$
14,042


$
6,504Effective tax rate for China operations


10%



13%



9%   Cayman
    Islands
    China
    and/or
 F-22




---



##### Table of Contents



F-23




---



##### Table of Contents



Composition
    of income tax expenses for China operations
    Year Ended December 31,2009


2008


2007(In thousands)Current tax provision

$
7,093


$
14,098


$
6,030Deferred tax provision


1,230



(56
)


474Income tax expenses

$
8,323


$
14,042


$
6,504   Reconciliation
    of the differences between statutory tax rate and the effective
    tax rate for China operations
    Year Ended December 31,2009

2008

2007Statutory EIT rate


25
%


25
%


33
%Effect on tax holiday, preferential tax rate and dividend tax on
    VIEs undistributed earnings, net


(17
)%


(13
)%


(29
)%Permanent differences


1
%


1
%


1
%Change in valuation allowance


1
%






4
%Effective tax rate for China operations


10
%


13
%


9
%       Year Ended December 31,2009


2008


2007(In thousands, except per share amount)Tax holiday effect

$
13,422


$
16,146


$
20,734Basic net income per share effect

$
0.25


$
0.29


$
0.38Diluted net income per share effect

$
0.23


$
0.27


$
0.35  F-24




---



##### Table of Contents



December 31,2009


2008


2007(In thousands)Deferred tax assets:Net operating loss carryforwards

$



$
669


$
1,021Allowances for doubtful accounts, accruals and other liabilities


4,313



5,159



4,168Depreciation


218



1,736



2,828Total deferred tax assets


4,531



7,564



8,017Less: valuation allowance


(4,259
)


(6,252
)


(6,761
)Net deferred tax assets

$
272


$
1,312


$
1,256Deferred tax liabilities:Depreciation


(190
)






Total deferred tax liabilities

$
(190
)

$



$
     U.S.
   F-25




---



##### Table of Contents



December 31,2009


2008


2007(In thousands)Deferred tax assets:Net operating loss carryforwards

$
30,372


$
30,013


$
29,282Other tax credits, allowances for doubtful accounts, accruals
    and other liabilities


512



425



441Total deferred tax assets


30,884



30,438



29,723Less: valuation allowance


(30,884
)


(30,438
)


(29,723
)Deferred tax assets

$



$



$
   Hong
    Kong
      December 31,2009


2008


2007(In thousands)Deferred tax assets:Net operating loss carryforwards

$
2,523


$
2,360


$
2,130Less: valuation allowance


(2,523
)


(2,360
)


(2,130
)Deferred tax assets

$



$



$
  F-26




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##### Table of Contents



Aggregate
    net deferred tax assets
    December 31,2009


2008


2007(In thousands)Deferred tax assets included in prepaid expenses and other
    current assets and other assets:Net operating loss carryforwards

$
32,895


$
33,042


$
32,433Allowances for doubtful accounts, accruals and other liabilities


4,479



5,238



4,263Depreciation


218



1,736



2,828Other tax credits


346



346



346Total deferred tax assets


37,938



40,362



39,870Less: valuation allowance


(37,666
)


(39,050
)


(38,614
)Net deferred tax assets

$
272


$
1,312


$
1,256Deferred tax liabilities included in accrued liabilities:Depreciation

$
(190
)

$



$
Total deferred tax liabilities

$
(190
)

$



$
   9.
    Net
    Income Per Share      Year Ended December 31,2009


2008


2007(In thousands, except per share amounts)Basic net income per share calculation:Numerator:Net income attributable to SINA

$
411,895


$
80,638


$
54,115Denominator:Weighted average ordinary shares outstanding


54,722



55,821



55,038Basic net income per share attributable to SINA

$
7.53


$
1.44


$
0.98Diluted net income per share calculation:Numerator:Net income attributable to SINA

$
411,895


$
80,638


$
54,115Amortization of debt discount










3,704Amortization of convertible debt issuance cost










252Net income used in computing diluted net income per share
    attributable to SINA

$
411,895


$
80,638


$
58,071 F-27




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##### Table of Contents



Year Ended December 31,2009


2008


2007(In thousands, except per share amounts)Denominator:Weighted average ordinary shares outstanding


54,722



55,821



55,038Weighted average ordinary shares equivalents:Stock options


426



770



1,114Unvested restricted shares


272



44



Convertible debt


3,839



3,839



3,868Shares used in computing diluted net income per share
    attributable to SINA


59,259



60,474



60,020Diluted net income per share attributable to SINA

$
6.95


$
1.33


$
0.97   10.
    Employee
    Benefit Plans  China
    Contribution Plan
    401(k)
    Savings Plan
    11.  Profit
    Appropriation
     F-28




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##### Table of Contents



12.
    Shareholders
    Equity  Stockholder
    Rights Plan
      Repurchase
    program
    Private
    equity placement with New-Wave
  lock-up
  2007 Share
    Incentive Plan
  5-year
 F-29




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##### Table of Contents



1999
    Stock Plan
    4-year
  1999
    Executive Stock Option Plan
   F-30




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##### Table of Contents



1999 Directors
    Stock Option Plan
    Stock-based
    Compensation
  Year Ended December 31,2009


2008


2007(In thousands)Included in:Costs of revenues

$
5,400


$
3,248


$
1,788Sales and marketing


5,973



2,098



1,234Product development


4,112



1,978



1,593General and administrative


17,759



6,943



4,097$
33,244


$
14,267


$
8,712       Valuation
    of Stock Options
    Year Ended December 31,2009

2008

2007Stock options:Expected term (in years)


n/a


4.0


4.0Expected volatility


n/a


46% - 50%


50
%Risk-free interest rate


n/a


2.0% - 2.7%


3.2
%Expected dividend yield


n/a


0


0    F-31




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##### Table of Contents



Shares Available(In thousands)December 31, 2007


4,569Granted


(804
)Cancelled/expired/forfeited


86December 31, 2008


3,851Granted*


(2,202
)Cancelled/expired/forfeited


95December 31, 2009


1,744     *
    
    In 2009, 1,258,000 restricted shares units, or 2,202,000
    equivalent shares, were granted.  Summary
    of Stock Option
    Weighted AverageOptions

Weighted Average

Remaining

AggregateOutstanding

Exercise Price

Contractual Life

Intrinsic Value(In thousands)



(In years)

(In thousands)December 31, 2007


2,800


$
23.41



5.22


$
58,981Granted


676


$
33.94Exercised


(483
)

$
21.82Cancelled/expired/forfeited


(158
)

$
29.61December 31, 2008


2,835


$
25.85



4.39


$
4,018Exercised


(1,118
)

$
23.42Cancelled/expired/forfeited


(138
)

$
29.31December 31, 2009


1,579


$
27.30



3.68


$
28,509Vested and expected to vest as of December 31, 2008


2,736


$
25.63



4.38


$
4,018Exercisable as of December 31, 2008


1,785


$
23.45



4.38


$
4,015Vested and expected to vest as of December 31, 2009


1,550


$
27.17



3.68


$
28,194Exercisable as of December 31, 2009


1,136


$
25.34



3.65


$
22,702      F-32




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##### Table of Contents



Weighted



Weighted

Weighted AverageOptions

Average

Options

Average

RemainingRange of Exercise Prices

Outstanding

Exercise Price

Exercisable

Exercise Price

Contractual Life(In thousands)



(In thousands)



(In years)$1.32 - $23.17


576


$
19.11



506


$
18.55



2.73$24.23 - $33.29


763


$
29.45



455


$
27.75



4.24$33.68 - $40.59


180


$
36.89



139


$
35.79



4.31$49.95


60


$
49.95



36


$
49.95



3.931,579


$
27.30



1,136


$
25.34



3.68   Summary
    of Service-Based Restricted Share Units
    Weighted-AverageGrant DateShares Granted

Fair Value(In thousands)December 31, 2007


100


$
46.83Vested


(25
)

$
46.83December 31, 2008


75


$
46.83Awarded*


1,258


$
28.30Vested


(458
)

$
32.22Cancelled


(8
)

$
22.82December 31, 2009


867


$
27.88     *
    
    In 2009, 42,000 restricted shares units were granted to
    non-employee directors.    Summary
    of Performance-Based Restricted Share Units
    Weighted-AverageGrant DateShares Granted

Fair Value(In thousands)December 31, 2007


98


$
46.83Awarded


73


$
33.29Vested


(91
)

$
41.80Forfeited


(12
)

$
37.84December 31, 2008


68


$
40.57Vested


(68
)

$
40.57December 31, 2009






    F-33




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##### Table of Contents



13.
    Segment
    Information      Advertising

MVAS

Other

Total(In thousands, except percentages)Year ended December 31, 2009:Net revenues

$
227,895


$
119,341


$
11,331


$
358,567Costs of revenues


99,835



56,851



1,606



158,292Gross margins


56
%


52
%


86
%


56
%Year ended December 31, 2008:Net revenues

$
258,499


$
103,318


$
7,770


$
369,587Costs of revenues


100,008



48,005



2,322



150,335Gross margins


61
%


54
%


70
%


59
%Year ended December 31, 2007:Net revenues

$
168,926


$
70,489


$
6,712


$
246,127Costs of revenues


63,466



29,339



1,897



94,702Gross margins


62
%


58
%


72
%


62
%     China

International

Total(In thousands)Year ended and as of December 31, 2009:Revenues

$
355,585


$
2,982


$
358,567Long-lived assets


22,346



676



23,022Year ended and as of December 31, 2008:Revenues

$
365,959


$
3,628


$
369,587Long-lived assets


33,005



1,106



34,111Year ended and as of December 31, 2007:Revenues

$
242,036


$
4,091


$
246,127Long-lived assets


25,481



1,365



26,846    F-34




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##### Table of Contents



14.
    Financial
    Instruments  Fair
    Value of Financial Instruments
  Fair Value Measurements at December 31, 2009(In thousands)Quoted Prices inActive Market


Significant Otherfor Identical Assets


Observable InputsTotal


(Level 1)


(Level 2)Money market funds(1)

$
468,322


$
468,322


$
Bank time deposits(2)


235,122







235,122Total

$
703,444


$
468,322


$
235,122   Fair Value Measurements at December 31, 2008(In thousands)Quoted Prices inActive Market


Significant Otherfor Identical Assets


Observable InputsTotal


(Level 1)


(Level 2)Money market funds(1)

$
130,155


$
130,155


$
Bank time deposits(2)


262,226







262,226Corporate bonds and notes(3)


14,895







14,895Total

$
407,276


$
130,155


$
277,121     (1)
    
    Included in cash and cash equivalents on the Companys
    consolidated balance sheets.(2)
    
    Included in cash and cash equivalents and short-term investments
    on the Companys consolidated balance sheets.(3)
    
    Included in short-term investments on the Companys
    consolidated balance sheets.  Concentration
    of Risk
       F-35




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##### Table of Contents



Regulation S-X Rule 4-08
 F-36




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##### Table of Contents



15.
    Convertible
    Debt        16.
    Commitments
    and Contingencies    Less than One

One to

Three to

More thanTotal

Year

Three Years

Five Years

Five Years(In thousands)Operating leases commitment

$
17,705


$
2,563


$
15,111


$
31


$
     Less than One

One to

Three to

More thanTotal

Year

Three Years

Five Years

Five Years(In thousands)Purchase commitments

$
35,044


$
29,548


$
5,267


$
82


$
147    F-37




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##### Table of Contents



Form 20-F,
  17.
    Subsequent
    Events   F-38