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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 000-30698
SINA CORPORATION
(Exact Name of Registrant as specified in its charter)
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Cayman Islands
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N/A |
(State or other jurisdiction of
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(I.R.S. Employer Identification Number) |
Incorporation or organization) |
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Room 1802, United Plaza
1468 Nan Jing Road West
Shanghai 200040, China
(86-21) 6289 5678
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Ordinary Share, $0.133 par value
Ordinary Share Purchase Rights
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule
405 of the Securities Act.
þ Yes or No
o
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Exchange Act.
o Yes or No
þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
þ No
o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act.
þ
Large accelerated filer
o Accelerated filer
o Non-accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes
o or No
þ
The aggregate market value of the voting stock held by non-affiliates of the registrant was
approximately $902,285,443.72 as of June 30, 2006, based upon the closing sale price for our
ordinary shares as quoted by the NASDAQ Global Select Market reported for such date. Ordinary
shares held by each officer and director and by each person known to the registrant (based on
information provided by such persons and/or the most recent schedule 13Ds or 13Gs as filed by
such persons) to beneficially own 5% or more of the outstanding ordinary shares have been excluded
because such persons may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
As of April 20, 2007, there were 54,668,454 shares of the registrants ordinary shares
outstanding, $0.133 par value.
EXPLANATORY NOTE
This Amendment No. 1 to the registrants annual report on Form 10-K for the fiscal year ended
December 31, 2006 is being filed in order to submit the information required to be included in Part
III thereof within the time period required by General Instruction G(3) to Form 10-K and to file
certain exhibits.
As used in this Amendment No. 1 to annual report on Form 10-K, unless the context otherwise
requires, the following terms shall have the meanings set forth below:
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We, us, our, SINA and the Company refer to SINA Corporation |
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Board of Directors or Board means our Board of Directors |
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SEC means the Securities and Exchange Commission |
PART III
Item 10. Directors and Executive Officers of the Registrant
Our Amended and Restated Articles of Association currently authorize a Board of not less than
two directors and the classification of the Board into three classes serving staggered terms. At
each annual general meeting, the terms of one class of directors will expire. The directors whose
terms expire each year will be those who have been in office the longest since their last election.
A director whose term is expiring will remain in office until the close of the meeting at which his
or her term expires, and will be eligible for re-election at that meeting. Our Amended and Restated
Articles of Association also provide that any newly appointed director shall hold office only until
the next annual general meeting at which time such director shall be eligible for re-election by
the shareholders. The Company currently has ten directors.
The Class II directors whose terms expire at our next annual general meeting are Hurst Lin,
Ter Fung Tsao and Song-Yi Zhang. Assuming that the size of our board remains between 7 and 10
members, the Class III directors whose terms expire at our 2008 Annual General Meeting are Pehong
Chen, Lip-Bu Tan and Yichen Zhang, and the Class I directors whose terms expire at our 2009 Annual
General Meeting are Charles Chao, Yongji Duan, Yan Wang and Xiaotao Chen.
The following table provides information with respect to our executive officers and directors
as of April 20, 2007:
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Name |
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Age |
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Position |
Charles Chao
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41 |
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President, Chief Executive Officer and Director
(Principal Executive Officer) |
Herman Yu
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36 |
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Acting Chief Financial Officer
(Principal Financial and Accounting Officer) |
Tong Chen
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40 |
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Executive Vice President & Chief Editor |
Hong Du
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35 |
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Senior Vice President, Sales and Marketing |
Bin Wang
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41 |
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Senior Vice President, SINA Mobile |
Yongji Duan
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60 |
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Chairman of the Board |
Yan Wang
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34 |
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Vice Chairman of the Board |
Pehong Chen
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49 |
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Director |
Lip-Bu Tan
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47 |
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Director |
Ter Fung Tsao
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61 |
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Director |
Yichen Zhang
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43 |
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Director |
Xiaotao Chen
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49 |
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Director |
Song-Yi Zhang
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51 |
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Director |
Hurst Lin
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42 |
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Director |
1
Charles Chao has served as a director and Chief Executive Officer since May 8, 2006. Mr. Chao
has served as our President since September 2005 and as our Chief Financial Officer from February
2001 to May 2006. Mr. Chao served as our Co-Chief Operating Officer from July 2004 to September
2005. Mr. Chao served as our Executive Vice President from April 2002 to June 2003. From September
1999 to January 2001, Mr. Chao served as our Vice President, Finance. Prior to joining us, Mr. Chao
served as an experienced audit manager at PricewaterhouseCoopers, LLP, an accounting firm. Mr. Chao
is currently a director of Focus Media Holding Limited, an out-of-home media and advertising
network company. Mr. Chao holds a Master of Professional Accounting degree from University of Texas
at Austin, an M.A. in Journalism from University of Oklahoma and a B.A. in Journalism from Fudan
University in Shanghai, China.
Herman Yu has served as the Companys Acting Chief Financial Officer since May 8, 2006. Mr.
Yu has served as our Vice President and Corporate Controller from September 2004 to May 2006. Prior
to joining SINA, Mr. Yu worked at Adobe Systems, Inc. a business and mobile software and services
company, as the Corporate Marketing Controller from June 2001 to September 2004 and as the Chief
Auditor from January 1999 to May 2001. Mr. Yu also held various finance and accounting management
positions at Cadence Design Systems, Inc., an electronic design automation technologies and
engineering services company, and VeriFone, Inc., a point-of-sale system solutions company. Mr. Yu
began his career with Arthur Andersen and is a California Certified Public Accountant. Mr. Yu holds
a Masters of Accountancy from the University of Southern California and a Bachelor of Arts in
Economics from the University of California. He is a member of the American Institute of Certified
Public Accountants (AICPA) and Financial Executive Institute (FEI).
Tong Chen has served as the Companys Executive Vice President and Chief Editor since February
2007. In 1997, Mr. Chen took part in the founding of SRSnet.com, a division of Beijing Stone Rich
Sight Information Technology Co., Ltd. (currently known as Beijing SINA Information Technology Co.
Ltd.), one of our subsidiaries, and he formally joined the Company in March 1998. Mr. Chen served
as host of our SRSnet.com Sports Salon from April 1997 to August 1998, Chief Editor of our News
Center from September 1998 to June 1999, our Content Director from June 1999 to June 2000,
Executive Deputy General Manager of our China Operation from
June 2000 to May 2002, our Vice
President and Chief Editor from May 2002 to November 2003 and our Senior Vice President and Chief
Editor from November 2003 to February 2007. Mr. Chen holds an M.B.A. from China-Europe
International Business School, an M.A. in Journalism from Renmin University of China, an M.A. in
Communications from Beijing Institute of Technology and a B.S. in electronic engineering from
Beijing University of Technology.
Hong Du has served as the Companys Senior Vice President, Sales and Marketing since February
2007. Ms. Du joined the Company in November 1999 and served as, a Manager of Business Development
from November 1999 to June 2002, our Director of Business Development from June 2002 to April 2004,
General Manager of our Management Center for Sales Strategy from January 2005 to March 2005, our
General Manager of Sales from April 2005 to August 2005, and our Vice President of Sales from
September 2005 to February 2007. In addition, Ms. Du served as Deputy General Manager of 1Pai.com,
a joint venture between SINA and Yahoo! Inc. from May 2004 to January 2005. Ms. Du holds a B.S. in
Applied Chemistry from Harbin Institute of Technology and an M.S. in MIS from San Francisco State
University.
Bin Wang has served as the Companys Senior Vice President, SINA Mobile since February 2007.
Mr. Wang founded Crillion Corp., a leading SMS valued-added service provider in China, in May 2001
and served as its Chairman of the Board and General Manager until we acquired it in March 2004. He
served as our Deputy General Manager of SINA Mobile from March 2004 to October 2005 and our Vice
President and General Manager of SINA Mobile from November 2005 to February 2007. Mr. Wang
graduated from Sichuan Police Academy with a B.S. degree.
Yongji Duan has served as a director since August 1997 and is currently serving as our
Chairman of the Board. Mr. Duan also served as a director for Rich Sight Investment Limited, one of
our subsidiaries, from May 1993 through May 1999. Mr. Duan has served as a Director of Stone Group
Corporation, a holding company, since February 1991 and is now the Chairman of Stone Group
Corporation. Mr. Duan had also served as President and Chief Executive Officer of Stone Electronic
Technology Limited, a diversified electronics and consumer products company, since 1990 until he
began to serve as the Chairman of the Company in May 2002. Since September 2001,
Mr. Duan has served as a director of Sun Media Group Holdings Limited, a holding company. Mr.
Duan holds an M.S. in Aeronautics Materials from Beijing Aeronautic College and a B.S. from Qinghua
University.
2
Yan Wang has served as a director since May 2003 and is currently serving as our Vice Chairman
of the Board. Mr. Wang served as our Chief Executive Officer from May 2003 to May 2006. Previously,
he served as our President from June 2001 to May 2003, our General Manager of China Operations from
September 1999 to May 2001 and as our Executive Deputy General Manager for Production and Business
Development in China from April 1999 to August 1999. In April 1996, Mr. Wang founded the SRSnet.com
division of Beijing Stone Rich Sight Limited (currently known as Beijing SINA Information
Technology Co. Ltd.), one of our subsidiaries. From April 1996 to April 1999, Mr. Wang served as
the head of our SRS Internet Group. Mr. Wang holds a B.A. in Law from the University of Paris.
Pehong Chen has served as a director since March 1999. Mr. Chen has been the Chief Executive
Officer, President and Chairman of the Board of Broadvision, Inc., a software applications company,
since May 1993. Prior to founding Broadvision, Mr. Chen was Vice President of Multimedia Technology
at Sybase, Inc., an enterprise software company, from 1992 to 1993. From 1989 to 1992, Mr. Chen
founded and was president of Gain Technology, a multimedia software tools company, which was
acquired by Sybase. He received a B.S. in Computer Science from National Taiwan University, an M.S.
in Computer Science from Indiana University and a Ph.D. in Computer Science from the University of
California at Berkeley.
Lip-Bu Tan has served as a director since March 1999. Mr. Tan is the Founder and Chairman of
Walden International, an international venture capital firm founded in 1984. Mr. Tan is currently a
director of Creative Technology Ltd., a multimedia technology company, Flextronics International
Ltd., an electronics manufacturing services company, Integrated Silicon Solution, Inc., a
semiconductor company, Cadence Design Systems Inc., an EDA company, Semiconductor Manufacturing
International Corp., a foundry in China, and several other private companies. He holds an M.S. in
Nuclear Engineering from the Massachusetts Institute of Technology, an M.B.A. from the University
of San Francisco and a B.S. from Nanyang University, Singapore.
Ter Fung Tsao has served as a director since March 1999. Mr. Tsao has served as Chairman of
Standard Foods Corporation (formerly known as Standard Foods Taiwan Ltd.), a packaged food company,
since 1986. Before joining Standard Foods Taiwan Ltd., Mr. Tsao worked in several positions within
The Quaker Oats Company, a packaged food company, in the United States and Taiwan. Mr. Tsao
received a B.S. in Civil Engineering from Cheng Kung University in Taiwan, an M.S. in Sanitary
Engineering from Colorado State University, and a Ph.D. in Food and Chemical Engineering from
Colorado State University.
Yichen Zhang has served as a director since May 2002. Since August 2003, Mr. Zhang has been
the Chief Executive Officer of CITIC Capital Holdings Limited (CCHL, formerly known as CITIC
Capital Markets Holdings Ltd.), a China-focused investment management and advisory firm. Mr. Zhang
served as the Deputy Chief Executive Officer of CCHL from June 2002 to July 2003, and served as an
Executive Director of CITIC Pacific Limited and President of CITIC Pacific Communications Limited
from March 2000 to May 2002. From September 1996 to February 2000, he served as Managing Director
Debt Capital Markets for Merrill Lynch (Asia Pacific), Ltd., an investment banking firm. Mr. Zhang
holds a B.S. in Computer Science and Engineering from the Massachusetts Institute of Technology.
Xiaotao Chen has served as a director since April 2004. Since January 2006, Mr. Chen has been
Chief Executive Officer and Director of China Cable Media Group. Mr. Chen has been the Executive
Director of Sun Media Investment Holdings Limited since January 2005 and also served as its Chief
Executive Officer since January 2005 to December 2005. Mr. Chen also served as Executive Director
of Stone Group Holdings Limited, a Hong-Kong listed company, since May 2001 and its President from
May 2001 to December 2004. Prior to joining Stone Group Holdings Limited, he was the Vice President
of Stone Group Corporation, a China company, since January 1998.
Song-Yi Zhang has served as a director since April 2004. Mr. Zhang has been an Advisory
Director of Morgan Stanley based in Hong Kong since December 2000. From November 1997 to November
2000, Mr. Zhang was a Managing Director of Morgan Stanley and served separately as a Managing
Director in its Asia Mergers, Acquisitions, Restructuring and Divestiture Group and Co-head of its
Asia Utilities/ Infrastructure Group.
3
Hurst Lin has served as a director since January 6, 2006. Mr. Lin co-founded and served as the
Vice President of Business Development of Sinanet.com from May 1995 until we acquired it in March
1999. From March 1999 to April 2002, Mr. Lin served as our Vice President of Business Development.
Mr. Lin served as our General Manager of U.S. Operations from September 1999 until February 2003
and Executive Vice President of Global Business Development from April 2002 to June 2003. He served
as our Chief Operating Officer from June 2003 to July 2004 and from September 2005 to March 2006
and as our Co-Chief Operating Officer from July 2004 to September 2005. Mr. Lin has been a general
partner of Doll Capital Management since April 2006. Mr. Lin holds an M.B.A. from Stanford
University and a B.A. in Engineering from Dartmouth College.
There are no family relationships among any of the directors or executive officers of SINA
Corporation.
Audit Committee
The Company has a separately designated standing Audit Committee established in accordance
with Section 3(a)(58)(A) of the Exchange Act. The current members of the Audit Committee are Lip-Bu
Tan, Ter Fung Tsao and Song-Yi Zhang. The Board has determined that all members of the Audit
Committee are independent directors under the rules of the Nasdaq Stock Market and each of them is
able to read and understand fundamental financial statements.
Audit Committee Financial Expert
The Board has determined that Lip-Bu Tan qualifies as an audit committee financial expert as
defined by the rules of the Securities and Exchange Commission and has designated Lip-Bu Tan to
serve as the audit committee financial expert for the Company. Lip-Bu Tan is independent as such
term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. Lip-Bu Tan also serves on
the audit committee of Integrated Silicon Solution, Inc. and is one of its designated audit
committee financial experts.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Companys directors, executive officers and
persons who own more than 10% of the Companys ordinary shares
(collectively, Reporting Persons)
to file with the SEC initial reports of ownership and changes in ownership of the Companys
ordinary shares. Reporting Persons are required by SEC regulations to furnish the Company with
copies of all Section 16(a) reports they file. To the Companys knowledge, based solely on its
review of the copies of such reports received or written representations from certain Reporting
Persons that no other reports were required, the Company believes that during the year that ended
December 31, 2006 all Reporting Persons complied with all applicable filing requirements.
Code of Ethics
The Company has adopted a Code of Ethics which applies to the Companys directors, officers
and employees, including the Companys principal executive officer, principal financial officer and
principal accounting officer. This Code of Ethics is posted on our corporate website at
www.corp.sina.com. If any substantive amendments are made to the Code of Ethics or the
Board of Directors grants any waiver, including any implicit waiver, from a provision of the code
to any of the directors or officers of the Company, the Company will disclose the nature of such
amendment or waiver in a report on Form 8-K.
Item 11. Executive Compensation
COMPENSATION DISCUSSION AND ANALYSIS
Philosophy
Our executive compensation program is designed to attract and retain qualified executive
management critical to the Companys growth and long-term success, and reward them for superior
performance.
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We believe that the compensation of our Named Executive Officers (as
defined below under the heading Compensation of Executive Officers) should reflect their success
as individuals and as a management team in attaining key operating objectives, such as growth of
revenues and growth of operating earnings, and ultimately, in attaining an increased value for our
stock. We believe that the performance of our Named Executive Officers in managing our company,
considered in light of general economic and specific company, industry and competitive conditions,
should be the basis for determining their total compensation. In allocating total compensation
between cash compensation and equity compensation, we focus on creating incentives geared to both
short term and long term performance, with the primary goal being to increase shareholder value
over the long term. We seek to align our Named Executive Officers compensation with the interest
of the Companys shareholders to create value over the long-term through our stock option program.
In setting our Named Executive Officers cash and equity compensation, we intend to be competitive
with other similarly situated companies in our industry.
As part of its annual review of executive compensation, our Compensation Committee takes into
account each Named Executive Officers total compensation package from prior years, as well as
information contained in a market survey commissioned by the Company. The market survey analyzes
compensation for directors and executive officers at SINAs peer companies who are determined by reference to market cap and
industry. Typically, our CEO makes
compensation recommendations to the Compensation Committee with respect to the executive officers
who report to him. Such executive officers are not present at the time of these deliberations. In
general, the chairman of the Compensation Committee makes compensation recommendations to the
Compensation Committee with respect to our CEO, who is absent from that meeting. The Compensation
Committee may accept or adjust such recommendations and also makes the sole determination for
executive compensation.
Overview of Compensation and Process
Elements of compensation for our Named Executive Officers include: base salary, incentive cash
bonuses, stock option awards, and housing allowance.
Base Salary. The level of base salary is established primarily on the basis of the
individuals qualifications and relevant experience, the strategic goals for which he or she has
responsibility, and the compensation levels at companies which compete with the Company for
business and executive talent. In January 2006, we review salaries annually and may adjust them
from time to time if needed to reflect individual performance, changes in position or
responsibility of the executives or changes in the market conditions and peer company compensation
levels. We commissioned a market survey of compensation for directors and executive officers at
SINAs peer companies who are determined by market cap and industry. The market cap peer group
consisted of 12 companies with median market capitalization of
$1,250,000,000 median sales of
$260,000,000 and median net income of $31,500,000, which was roughly equivalent to SINAs market
capitalization, sales and net income. The industry peer group consisted of 10 companies with median
market capitalization of $690,000,000, median sales of $67,000,000 and median net income of
$$21,000,000. Since SINAs market capitalization, median sales and net income was roughly
equivalent to the 75th percentile of the industry peer group, 75th percentile figures were used for
this analysis. The market survey concluded that the compensation level at SINA at the time was
below market when compared to the market cap peer group and industry peer group except for
long-term incentive compensation for our CEO (and as a result, overall compensation of our CEO),
which was above market, and overall compensation for our Chief Operating Officer, which was at
market. On June 7, 2006, the Compensation Committee approved an increase to the annual base
salaries, effective from June 2006, for Charles Chao, our CEO and President, from $260,000 to
RMB2,400,000 (equivalent to $301,102.79 assuming an exchange rate of RMB7.9707 for $1), and Herman
Yu, our Acting CFO, from $143,253 to RMB1,320,000 (equivalent to $165,606.53 assuming an exchange
rate of RMB7.9707 for $1). Company performance does not play a significant role in the
determination of base salary. The base salaries paid to our Named Executive Officers for 2006 are
shown in the Summary Compensation Table.
Incentive Cash Bonuses. Our Named Executive Officers are eligible to receive cash bonuses
which are paid on the basis of their success in achieving designated individual goals and the
Companys success in achieving specific company-wide goals. Specifically, our Named Executive
Officers were eligible to earn a cash bonus based on 2006 Company performance pursuant to the 2006
Management Bonus Plan (the 2006 Bonus Plan). Under the 2006 Bonus Plan, a total bonus
pool of up to 4% of 2006 pro-forma net income before taxes was established upon the satisfaction of
certain performance goals as follows:
Management Bonus Plan 2006
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year-over-year |
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year-over-year |
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year-over-year |
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year-over-year |
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growth rate |
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growth rate |
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growth rate |
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growth rate |
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Advertising revenue |
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27 |
% |
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31 |
% |
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35 |
% |
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40 |
% |
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Bonus rate (1) |
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0.50 |
% |
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1.00 |
% |
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1.50 |
% |
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2.00 |
% |
Pro-forma Net income
before tax |
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-20 |
% |
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-10 |
% |
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0 |
% |
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10 |
% |
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Bonus rate (1) |
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0.50 |
% |
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1.00 |
% |
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1.50 |
% |
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2.00 |
% |
Total Bonus rate (1) |
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1 |
% |
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2 |
% |
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3 |
% |
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4 |
% |
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(1) |
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Bonus calculation based on pro-forma net income before tax |
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(2) |
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Based on original operating plan, ad revenues growth for 2006 is 27% |
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(3) |
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Based on original operating plan, pro-forma net income for 2006 would be flat from 2005 |
5
Under the 2006 Bonus Plan, Charles Chao, our CEO and President, was eligible to receive up to
30% of the total bonus pool, and Herman Yu, our Acting CFO, was eligible to receive up to 6% of the
total bonus pool. The total actual payout under the 2006 Bonus Plan was RMB17.9 million. In
February 2007, the Compensation Committee gave the final approval for Mr. Chao to receive
RMB4,087,040 and Mr. Yu to receive RMB1,077,408 under the 2006 Bonus Plan. The actual payouts under
the 2006 Bonus Plan to our Named Executive Officers are shown in the Summary Compensation Table.
The Compensation Committee has established the 2007 Management Bonus Plan (the 2007 Bonus
Plan) that contemplates a total cash bonus pool of up to 4%
of 2007 pro-forma net income before taxes based on substantially the
same performance goal metrics as the 2006 Bonus Plan:
Cash bonuses may also be awarded to our Named Executive Officers on a discretionary basis at
any time, none of which was rewarded in 2006. While the Compensation Committee has granted
discretionary bonuses in the past, it is unlikely to do so going forward due to the adoption of the
2007 Bonus Plan and the expectation that it will continue to adopt similar annual performance bonus
plans in the future.
Stock Option Awards. We grant stock options under our stock option plans to our Named
Executive Officers to provide them with an incentive to maximize long-term shareholder values. We
believe that stock options that give the recipient a significant equity stake in the Company
closely aligns his or her interests with those of the Companys shareholders. Factors considered in
granting stock options to Named Executive Officers, including determining the appropriate size of
such grants, include the individuals position in the Company, his or her performance and
responsibilities, and comparability considerations with SINAs market cap peer group and industry
peer group. In 2006, comparability was based on the market survey completed in January of 2006,
which concluded that the long-term incentive value for our Named Executive Officers at the time was
below market when compared to our market cap peer group and industry peer group, except for our CEO
position, whose long-term incentive value was above market when compared to SINAs industry peer
group. Each stock option grant allows the Named Executive Officer to acquire Company ordinary
shares at a per share price equal to the closing selling price per share of the Companys ordinary
shares on the Nasdaq National Market on the date of grant over a specified period of time (up to
10 years). The stock options typically vest in periodic installments over a four-year period,
contingent upon the Named Executive Officers continuous service with the Company or certain
affiliates of the Company, although very rarely exceptions may be made when deemed necessary or
appropriate. There has been only one exception within the last three years, pursuant to which
Charles Chao, our CEO and President, received his 2006 award with a three-year vesting schedule
detailed below. Accordingly, a stock option will provide a realizable benefit to the Named
Executive Officer only if he or she remains in the Companys service, and then only if the market
price of the Companys ordinary shares appreciates over the stock option term.
We have not adopted any specific policy regarding the amount of stock option grants to be
awarded to our Named Executive Officers or the timing of such stock option grants. Stock option
grants awarded to our Named Executive Officers and other key employees are typically granted
annually in conjunction with the review of the individual performance of each of our employees and
a review of a market survey commissioned by the Company.
On June 7, 2006, the Compensation Committee granted stock options to each of the following
Named Executive Officers: Charles Chao, our CEO and President, 390,000 shares, Herman Yu, our
Acting CFO, 75,000 shares, and Benjamin Tsiang, our Executive Vice President, 60,000 shares,
pursuant to the Companys 1999 Stock Plan, at an exercise price of $24.73 per share, which
represents the closing selling
price per share of the Companys ordinary shares on the Nasdaq National Market on June 7,
2006. These options have a term of 6 years, but are subject to earlier termination in connection
with termination of continuous service with the Company or certain affiliates of the Company. The
stock option granted to Mr. Chao vests over a three-year term with 1/6th of the shares
covered by the option vesting on the 6-month anniversary of the date of the grant and the remaining
shares vesting ratably on a monthly basis over the remaining term of the option. The stock option
granted to each of Mr. Yu and Mr. Tsiang vests over a four-year term with 12.5% of the shares
covered by the option vesting on the 6-month anniversary of the date of the grant and the remaining
shares vesting ratably on a monthly basis over the remaining term of the option.
The dollar amount recognized as compensation cost for financial statement reporting purposes
for year 2006 with respect to stock option awards (determined in accordance with SFAS 123R without
regard to estimated forfeitures and thus include amounts from awards prior to 2006) is set forth in
the Summary Compensation Table. Information concerning number of options held by each Named
Executive Officer as of December 31, 2006 is set forth in the Outstanding Equity Awards at Fiscal
Year-End Table.
Housing Allowance and Other Benefits. Each of our Named Executive Officers receives a modest
housing allowance each year. The actual housing allowances provided to our Named Executive
Officers are reported in the Summary Compensation Table. We otherwise do not generally
differentiate the benefits that we offer our executives from the benefits we offer our other
employees. We also do not maintain any executive retirement programs, such as executive pension
plans, deferred compensation plans, or other executive retirement benefits.
6
Change of Control and Severance Agreements. Certain of our Named Executive Officers receives
cash payments and other benefits upon the occurrence of termination of employment or a change of
control of the Company when certain conditions are satisfied. These arrangements are reported below
under the heading Potential Payments upon Termination or Change of Control.
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows the compensation earned by (a) the individuals who served as the
Companys principal executive officer during the fiscal year ended December 31, 2006, (b) the
individual who served as the Companys principal financial officer during the fiscal year ended
December 31, 2006, (c) the only other individual who were serving as an
executive officer of the Company at the end of the fiscal year ended December 31, 2006, and (d) the individual who would have been one of the three other most highly
compensated executive officers at the end of the fiscal year ended December 31, 2006 if he had been serving as
an executive officer at such time (collectively the
Named Executive Officers).
Summary Compensation Table
|
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|
|
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|
|
|
|
|
|
|
SUMMARY COMPENSATION TABLE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-equity |
|
pension value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive |
|
and non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
plan |
|
qualified |
|
All other |
|
|
Name and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option |
|
compensation |
|
deferred |
|
compensation |
|
|
principal |
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
awards ($) |
|
($) |
|
compensation |
|
($) |
|
|
position (1) |
|
Year |
|
Salary ($) |
|
Bonus ($) |
|
awards ($) |
|
(3) |
|
(4) |
|
earnings ($) |
|
(5) |
|
Total ($) |
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
Charles Chao, CEO & |
|
|
2006 |
|
|
|
283,976 |
|
|
|
|
|
|
|
|
|
|
|
1,314,760 |
|
|
|
512,758 |
|
|
|
|
|
|
|
38,846 |
|
|
|
2,150,340 |
|
President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yan Wang, CEO |
|
|
2006 |
|
|
|
87,500 |
|
|
|
|
|
|
|
|
|
|
|
692,933 |
|
|
|
|
|
|
|
|
|
|
|
35,000 |
|
|
|
815,433 |
|
Herman Yu,
Acting CFO |
|
|
2006 |
|
|
|
156,293 |
|
|
|
|
|
|
|
|
|
|
|
257,295 |
|
|
|
135,171 |
|
|
|
|
|
|
|
34,627 |
|
|
|
583,386 |
|
Hurst Lin,
Chief Operating Officer |
|
|
2006 |
|
|
|
57,212 |
|
|
|
|
|
|
|
|
|
|
|
302,697 |
|
|
|
|
|
|
|
|
|
|
|
27,500 |
|
|
|
387,409 |
|
Benjamin Tsiang, |
|
|
2006 |
|
|
|
110,000 |
|
|
|
|
|
|
|
|
|
|
|
266,066 |
|
|
|
|
|
|
|
|
|
|
|
24,000 |
|
|
|
400,066 |
|
Executive Vice
President, Product
Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Employment. Amounts in the Summary Compensation Table and in the accompanying footnotes
reflect the following: |
|
|
|
Mr. Chao became the CEO of the Company effective May 8, 2006. Prior to that date, Mr.
Chao served as the Companys President and CFO. In connection with his appointment as the
Companys CEO, Mr. Chao resigned as the CFO of the Company, but has remained as the
Companys President. |
|
|
|
|
Mr. Wang resigned as an employee and as the CEO of the Company effective May 8, 2006, but he has remained
as a director of the Company. The compensation paid to Mr. Wang for his service as a
non-employee director since his resignation as the Companys CEO is included herein. |
|
|
|
|
Mr. Yu became the Companys Acting CFO effective May 8, 2006. The compensation paid to
Mr. Yu prior to his appointment as the Companys Acting CFO is included herein. |
|
|
|
|
Mr. Lin resigned as an employee and as the Chief Operating Officer of the Company effective March 31, 2006,
but he has remained as a director of the Company. The compensation paid to Mr. Lin for his
service as a non-employee director since his resignation as the Companys Chief Operating
Officer is included herein. |
7
|
|
|
Mr. Tsiang resigned as an employee and as the Companys Executive Vice President effective February 1,
2007. |
|
|
|
Mr. Chao received $108,333 for his service from January to May 2006 based on an annual
base salary of $260,000 and $175,643 for his service from June to December 2006 based on an
annual base salary of RMB2,400,000 (equivalent to $301,102.79 assuming an exchange rate of RMB7.9707 for $1). |
|
|
|
|
Mr. Yu received $59,689 for his service from January to May 2006 based on an annual base
salary of $143,253 and $96,604 for his service from June to December 2006 based on an
annual base salary of RMB1,320,000 (equivalent to $163,606.53 assuming an exchange rate of RMB7.9707 for $1). |
|
|
|
|
The amount listed for Mr. Lin includes $13,462 paid for his
accrued vacation time upon his termination.
|
|
|
|
The amounts in this column reflect the expense recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2006, in accordance with SFAS
123R without regard to estimated forfeitures and thus include amounts from awards prior to
2006. For a more detailed discussion on the valuation model and assumptions used to
calculate the fair value of our options, refer to note 13 of our 2006 Annual Report on Form
10-K filed on March 1, 2007. |
|
|
|
|
The amount listed for Mr. Wang includes the expense recognized from the awards made
prior to the termination of his employee status. These awards have remained outstanding
due to his continuous service to the Company as a non-employee director. |
|
|
|
|
The amount listed for Mr. Lin includes the expense recognized from the awards made prior
to the termination of his employee status. These awards have remained outstanding due to
his continuous service to the Company as a non-employee director. |
(4) |
|
Non-Equity Incentive Plan Compensation. The amounts in this column reflect the bonuses
provided to our named executive officers pursuant to our 2006 Management Bonus Plan. The
bonuses were paid in February 2007 in RMB and converted to U.S.
dollars based for purpose of this disclosure on an average exchange rate of
RMB7.9707 for $1. |
|
(5) |
|
All Other Compensation. |
|
|
|
Mr. Chao received $12,500 as the housing allowance for the period from January to May
2006 and $26,346 (this amount was paid in RMB and converted to U.S.
dollars for purpose of this disclosure based on an average
exchange rate of RMB7.9707 for $1) as the housing allowance for the period from June to
December 2006. |
|
|
|
|
Mr. Wang received $15,000 as the housing allowance prior to the termination of his
employee status. Mr. Wang also received a $20,000 fee for his service as a non-employee director after
the termination of his employee status. |
|
|
|
|
Mr. Yu received this amount as the housing allowance in 2006. This amount was paid in RMB and converted to
U.S. dollars for purpose of this disclosure based
on an average exchange rate of RMB7.9707 for $1. |
|
|
|
|
Mr. Lin received $7,500 as the housing allowance prior to the termination of his
employee status and received a $20,000 fee for his service as a non-employee director after
the termination of his employee status. |
|
|
|
|
Mr. Tsiang received this amount as the housing allowance in 2006. |
|
|
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|
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|
|
|
GRANT OF PLAN-BASED AWARDS |
|
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|
|
All |
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|
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Other |
|
|
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|
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|
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|
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|
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|
|
|
|
|
|
|
|
Stock |
|
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
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|
|
|
Awards: |
|
Option |
|
|
|
|
|
Grant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
Awards: |
|
Exercise |
|
Date Fair |
|
|
|
|
|
|
Estimated Future Payouts Under |
|
|
|
|
|
|
|
|
|
|
|
|
|
of |
|
Number of |
|
or Base |
|
Value of |
|
|
|
|
|
|
Non-Equity Incentive Plan |
|
Estimated Future Payouts Under |
|
Shares |
|
Securities |
|
Price of |
|
Stock and |
|
|
|
|
|
|
Awards |
|
Equity Incentive Plan Awards |
|
of Stock |
|
Underlying |
|
Option |
|
Option |
|
|
Grant |
|
Threshold |
|
Target |
|
Maximum |
|
Threshold |
|
Target |
|
Maximum |
|
Units |
|
Options |
|
Awards |
|
Awards |
Name |
|
Date |
|
($) |
|
($) |
|
($) |
|
(#) |
|
(#) |
|
(#) |
|
(#) |
|
(#) |
|
($/Sh) |
|
(1) |
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
|
(k) |
|
(l) |
Charles Chao |
|
|
6/7/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
390,000 |
|
|
|
24.73 |
|
|
|
5,378,412 |
|
Yan Wang |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Herman Yu |
|
|
6/7/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000 |
|
|
|
24.73 |
|
|
|
1,054,500 |
|
Hurst Lin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benjamin Tsiang |
|
|
6/7/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000 |
|
|
|
24.73 |
|
|
|
843,600 |
|
|
|
|
(1) |
|
The amounts in this column represent the grant date fair
value of each stock option granted during 2006 as determined in
accordance with SFAS 123R using the Black-Scholes pricing model. The
option awarded to Mr. Chao had a grant date
present value of $13.7908 per option share and the options awarded to
Mr. Yu and Mr. Tsiang had a
grant date present value of $14.06 per option share. For a more detailed discussion on the
valuation model and assumptions used to calculate the fair value of our options, refer to note 13
of our 2006 Annual Report on Form 10-K filed on March 1, 2007. |
8
Except for the
options granted under our 1999 Directors Stock Option Plan to
our Named Executive Officers who became non-employee Directors during 2006, all
options granted by us during 2006 were granted under our 1999 Stock
Plan. Options granted during 2006 were
granted at an exercise price equal to the fair market value of our
ordinary shares on the date of grant of the options.
These options have a term of 6 years, but are subject to earlier termination in connection
with termination of continuous service to the Company. Optionees may pay the exercise price by
cash, check, or delivery of already-owned ordinary shares in the capital of the Company. Except for
the option granted to Charles Chao, options granted to the Named Executive Officers vest over a
four-year vesting period with 12.5% of the shares covered by the options vesting on the 6-month
anniversary of the date of the grant and the remaining shares vesting ratably on a monthly basis
over the remaining vesting period of the options. The option granted to Charles Chao vests over a
three-year vesting period with 1/6th of the shares covered by the option vesting on the
6-month anniversary of the date of the grant and the remaining shares vesting ratably on a monthly
basis over the remaining vesting period of the option. For a discussion of treatment of certain
options in the event of a change of control transaction, see the discussion under Terms of
Potential Payments Change of Control below.
We
have entered into an Employment Agreement with Charles Chao dated
July 31, 2006. This agreement has a term
of three years and it may be extended for an additional one-year period after the end of the
original term.
Under the Employment Agreement, (i) Mr. Chao is entitled to a monthly salary of RMB200,000,
which is equivalent to RMB2,400,000 on an annualized basis; and
(ii) in the discretion of the Board, or its Compensation Committee, in
good faith, Mr Chao may be eligible for incentive bonuses based upon the extent to which Mr. Chaos individual performance objectives, the
Companys profitability objectives and other financial and non-financial objectives are achieved
during the applicable bonus period. Mr. Chao is also eligible to participate in any stock option or
other incentive programs available to officers or employees of the Company, as well as the
Companys employee benefit plans of general application.
9
Outstanding Equity Awards At Fiscal Year-End
The following table provides information concerning unexercised options, stock that has not
vested, and equity incentive plan awards for each Named Executive Officer outstanding as of the end
of the fiscal year ended December 31, 2006 on an award-by-award basis.
|
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|
|
|
|
|
|
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |
|
|
Option awards |
|
Stock awards |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
Equity |
|
|
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|
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|
|
|
|
|
|
|
|
|
incentive |
|
|
|
|
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|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
Equity |
|
plan awards: |
|
|
|
|
|
|
|
|
|
|
incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive plan |
|
market or |
|
|
|
|
|
|
|
|
|
|
plan awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
awards: |
|
payout value |
|
|
Number of |
|
Number of |
|
number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
number of |
|
of unearned |
|
|
securities |
|
securities |
|
securities |
|
|
|
|
|
|
|
|
|
Number of |
|
Market value |
|
unearned |
|
shares, units |
|
|
underlying |
|
underlying |
|
underlying |
|
|
|
|
|
|
|
|
|
shares or units |
|
of shares or |
|
shares, units or |
|
or other |
|
|
unexercised |
|
unexercised |
|
unexercised |
|
Option |
|
Option |
|
of stock that |
|
units of stock |
|
other rights |
|
rights that |
|
|
options (#) |
|
options (#) |
|
unearned |
|
exercise price |
|
expiration |
|
have not |
|
that have not |
|
that have not |
|
have not |
Name |
|
exercisable |
|
unexercisable |
|
options (#) |
|
($) |
|
date |
|
vested (#) |
|
vested ($) |
|
vested (#) |
|
vested ($) |
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
Charles Chao |
|
|
235 |
|
|
|
|
|
|
|
|
|
|
|
6.5 |
|
|
|
10/30/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,483 |
|
|
|
|
|
|
|
|
|
|
|
3.125 |
|
|
|
1/8/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,500 |
|
|
|
|
|
|
|
|
|
|
|
1.35 |
|
|
|
8/29/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78,750 |
|
|
|
|
|
|
|
|
|
|
|
1.88 |
|
|
|
8/14/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,948 |
|
|
|
|
|
|
|
|
|
|
|
1.5 |
|
|
|
3/29/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,084 |
|
|
|
12,500 |
|
|
|
|
|
|
|
17.5 |
|
|
|
6/16/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,000 |
|
|
|
325,000 |
|
|
|
|
|
|
|
24.73 |
|
|
|
6/7/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,208 |
|
|
|
19,792 |
|
|
|
|
|
|
|
24.23 |
|
|
|
7/27/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yan Wang |
|
|
2,917 |
|
|
|
|
|
|
|
|
|
|
|
3.125 |
|
|
|
1/8/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,833 |
|
|
|
79,167 |
|
|
|
|
|
|
|
24.23 |
|
|
|
7/27/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,990 |
|
|
|
|
|
|
|
|
|
|
|
7.33 |
|
|
|
10/5/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,593 |
|
|
|
|
|
|
|
|
|
|
|
7.33 |
|
|
|
10/5/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Herman Yu |
|
|
19,687 |
|
|
|
15,313 |
|
|
|
|
|
|
|
20.86 |
|
|
|
9/7/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,375 |
|
|
|
65,625 |
|
|
|
|
|
|
|
24.73 |
|
|
|
6/7/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hurst Lin |
|
|
20,433 |
|
|
|
|
|
|
|
|
|
|
|
1.88 |
|
|
|
8/14/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,208 |
|
|
|
19,792 |
|
|
|
|
|
|
|
24.23 |
|
|
|
7/27/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,500 |
|
|
|
12,500 |
|
|
|
|
|
|
|
17.5 |
|
|
|
6/16/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benjamin |
|
|
3,333 |
|
|
|
4,167 |
|
|
|
|
|
|
|
15.47 |
|
|
|
5/29/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tsiang |
|
|
7,500 |
|
|
|
52,500 |
|
|
|
|
|
|
|
24.73 |
|
|
|
6/7/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,875 |
|
|
|
11,875 |
|
|
|
|
|
|
|
24.23 |
|
|
|
7/27/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Exercises And Stock Vested
The following table provides certain information concerning each exercise of stock options,
stock appreciation rights and similar instruments, and each vesting of stock, including restricted
stock, restricted stock units and similar instruments, for the twelve-month period ended December
31, 2006 for each Named Executive Officer on an aggregated basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPTION EXERCISES AND STOCK VESTED |
|
|
Option awards |
|
Stock awards |
|
|
Number of shares |
|
|
|
|
|
Number of |
|
|
|
|
acquired on exercise |
|
Value realized on |
|
shares acquired on |
|
Value realized on |
Name |
|
(#) |
|
exercise ($) |
|
vesting (#) |
|
vesting ($) |
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
Charles Chao |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yan Wang |
|
|
130,000 |
|
|
|
3,525,932 |
|
|
|
|
|
|
|
|
|
Herman Yu |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hurst Lin |
|
|
133,734 |
|
|
|
2,422,664 |
|
|
|
|
|
|
|
|
|
Benjamin Tsiang |
|
|
31,250 |
|
|
|
596,361 |
|
|
|
|
|
|
|
|
|
10
Potential Payments upon Termination or Change of Control
Terms of Potential Payments Termination
Charles Chao
In the event that Mr. Chaos employment is terminated without cause or if a constructive
termination occurs (either event, an Involuntary Termination), Mr. Chao shall be entitled
to receive payment of severance benefits equal to his regular monthly salary for (i) 18 months if
the remaining term of the Employment Agreement (the Remaining Term) is more than or equal
to 18 months, (ii) the Remaining Term if the Remaining Term is less than 18 months but more than 12
months, or (iii) 12 months if the Remaining Term is equal to or less than 12 months (the
Severance Period), provided that Mr. Chao executes a release agreement at the time of
such termination. An amount equal to 6 months of such severance benefits shall be paid on the
6-month anniversary of the termination date, and the remaining severance benefits shall be paid
ratably over the remaining Severance Period in accordance with the Companys standard payroll
schedule. Additionally, upon an Involuntary Termination, Mr. Chao will be entitled to receive any
bonus earned as of the date of such termination, which amount shall be paid on the 6-month
anniversary of Mr. Chaos termination date. The Company will also reimburse Mr. Chao over the
Severance Period for health insurance benefits with the same coverage provided to Mr. Chao prior to
his termination, provided that reimbursement for the first 6 months of the Severance Period shall
be paid on the 6-month anniversary of Mr. Chaos termination date and reimbursement for any
remaining health insurance benefits shall be paid on the first day of each month during which Mr.
Chao receives such health insurance benefits. Any unvested stock options or shares of restricted
stock held by Mr. Chao as of the date of his Involuntary Termination will vest as to that number of
shares that Mr. Chao would have vested during the Severance Period if he had continued employment
with the Company through such period, and Mr. Chao shall be entitled to exercise any such stock
options through the date that is the later of (x) the 15th day of the third month following the
date the stock options would otherwise expire, or (y) the end of the calendar year in which the
stock options would otherwise expire. Mr. Chao is not eligible for any severance benefits if his
employment is terminated voluntarily or if he is terminated for cause.
In the event that Mr. Chao voluntarily elects to terminate his employment, Mr. Chao will
receive payment(s) for all salary and unpaid vacation accrued as of the date of his termination of
employment and his benefits will be continued in accordance with our then-existing benefits plans
and policies in effect on the date of termination and in accordance with applicable law. In the
event that Mr. Chaos employment is terminated for cause, then he shall not be entitled to receive
payment of any severance benefits, but he will receive payment(s) for all salary and unpaid
vacation accrued as of the date of such termination and his benefits will be continued in
accordance with our then-existing benefits plans and policies in effect on the date of termination
and in accordance with applicable law.
11
In the event that
Mr. Chaos employment with the Company terminates as a result of his death
or disability, Mr. Chaos estate or representative will
receive the amount of Mr. Chaos target
bonus for the fiscal year in which the death or disability occurs to the extent that the bonus has
been earned as of the date of such death or disability, as determined by the Board of Directors or
the
Compensation Committee based on the specific corporate and individual performance targets
established for such fiscal year. In addition, the change of control agreement between the Company
and Mr. Chao, as further described below under Terms of Potential Payments Change of Control,
provides that if the termination is by reason of death or disability, Mr. Chao will be entitled to
continued payment of his full base salary at the rate then in effect on the date of termination for
a period of one year from the date of termination.
During the term of the
Employment Agreement and the Severance Period, if any, Mr. Chao has
agreed to certain covenants relating to non-competition and non-solicitation of business.
Additionally, during the term of the Employment Agreement and for 12 months thereafter, Mr. Chao
has agreed to the non-solicitation of any employees of the Company.
Under the terms of the
Employment Agreement described above, if Mr. Chao had terminated his
employment on December 31, 2006, under circumstances where such termination is an Involuntary
Termination, it is estimated that he would have received payments of severance benefits in the
amount of RMB3,600,000, which is equal to his regular monthly salary for 18 months. Mr. Chao would
additionally receive an incentive bonus at approximately RMB4,087,040 if so determined by the Board
of Directors or the Compensation Committee pursuant to the Companys 2006 Management Bonus Plan.
Mr. Chao would also be reimbursed for health insurance benefits valued at approximately $14,665.
Apart from the above, Mr. Chao would additionally receive benefits valued at approximately
$2,841,960, which reflects the expense that would have been recognized for financial statement reporting
purposes in accordance with SFAS 123R without regard to estimated forfeitures from the continuous
vesting of stock options as to the number of shares that would have vested during 18 months
following December 31, 2006 (see note 13 of our 2006 Annual Report on Form 10-K filed on March 1,
2007 for or a more detailed discussion on the valuation model and assumptions used to calculate the
fair value of our options).
If Mr. Chao had terminated his employment on December 31, 2006, under circumstances where such
termination is voluntary, for cause or by reason of death or disability, he would have received all
salary and unpaid vacation accrued in the amount of $14,615. Mr. Chao would additionally receive
the target bonus at approximately RMB4,087,040 and an annual base salary of RMB2,400,000 in the
event that his employment had been terminated by reason of death or disability.
12
Terms of Potential Payments Change of Control
On February 1, 2001, the Company entered into a change of control agreement with Charles
Chao. Under this change of control agreement, in general, a change of control shall be deemed to occur if (i) any person or entity acquires more than fifty percent
or more of the combined voting power of the Companys outstanding securities, (ii) during any
period of two consecutive years there is an unwelcome change in a majority of the members of our
board of directors, (iii) we merge or consolidate with another organization (other than a merger
where our shareholders continue to own more than fifty percent of the combined voting power
and with the power to elect at least a majority of the board of directors), (iv) our
shareholders approve a complete liquidation or an agreement for the sale or disposition of all or
substantially all of the Companys assets, (v) there occurs any other event of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Exchange Act.
The change of
control agreement provides for certain severance benefits in the event of a
change of control as well as in the event of an involuntary termination after a change of control.
Upon a change of control in which the successor corporation does not assume outstanding
options, all such options shall become fully vested and exercisable.
In addition, if Mr. Chaos employment with the Company
terminates without cause or if he resigns for good reason (as such terms are defined in the change
of control agreements) within 24 months following a change of
control, Mr. Chao will receive a
pro-rata amount of the full value of any targeted annual bonus for
the year in which he terminates, 100% of his
annual base salary and 100% of his targeted annual bonus for the year in
which he terminates, reimbursement in full of the applicable
insurance premiums for him and his eligible dependents for first eighteen months that he and his
dependents are eligible for health insurance coverage if a continuance of health insurance benefits
are elected, continued D&O insurance coverage for six years after his termination, and an
acceleration of all stock awards that are unvested as of his
termination date. The change of control agreement also provide for a
payment of an amount equal to the full value of the excise tax imposed by Section 4999 of the Internal Revenue Code should the Executive be subject to the excise tax on golden parachute payments
under the Internal Revenue Code.
The table below summarizes the additional payments we would be obligated to make in a Change
of Control where the Executives employment terminated on December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lump sum payment of |
|
|
|
|
|
|
Value of |
|
|
|
|
|
|
Pro-rata target |
|
|
base salary and |
|
|
Health insurance |
|
|
accelerated options |
|
|
Excise tax gross-up |
|
Name |
|
bonus ($) |
|
|
bonus ($) |
|
|
reimbursement ($) |
|
|
|
|
|
($) |
|
Charles Chao |
|
RMB4,087,040 |
|
RMB2,400,000 |
|
$ |
14,665 |
|
|
$ |
1,518,720 |
(1) |
|
$ |
0 |
|
|
|
|
(1) |
|
This amount was calculated by multiplying the number of unvested option held by Mr. Chao by
the difference between the closing market price of our ordinary shares on December 29, 2006, which
was $28.70, and the exercise price of the option. |
DIRECTOR COMPENSATION
Our Amended and Restated Articles of Association provide that our directors may be compensated
at the discretion of the Board of Directors. Our non-employee directors are eligible to participate
in our 1999 Directors Stock Option Plan (the 1999
Directors Plan). The 1999 Directors Plan
provides for the grant to non-employee directors of (1) a nonstatutory share option to purchase
37,500 ordinary shares on the date on which a non-employee becomes a member of our Board of
Directors, and (2) an additional nonstatutory share option to purchase 15,000 shares on the date of
the annual general meeting for each Board member who has served on the Board of Directors for at
least six months prior to such date. The 1999 Directors Plan was amended, effective as of June 23, 2006, to provide
for, in lieu of the grants described above, the grant to non-employee directors of (1) a
nonstatutory share option to purchase 30,000 ordinary shares on the date on which a non-employee
becomes a member of our Board of Directors, and (2) an additional nonstatutory share option to
purchase 12,000 shares on the date of the annual general meeting for each Board member who has
served on the Board of Directors for at least six months prior to
such date. In addition, effective as of June 23,
2006, each non-employee director shall receive an annual cash retainer of $20,000, the Chair of the Audit
Committee shall receive an additional annual cash retainer of $5,000 and the Chair of the Compensation
Committee shall receive an additional annual cash retainer of $3,000. Currently, our employee directors are
not entitled to any compensation in addition to their employment compensation for serving on the
Companys Board of Directors.
13
The following table provides certain information concerning the compensation of directors for
the twelve-month period ended December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECTOR COMPENSATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in pension |
|
|
|
|
|
|
Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
value and |
|
|
|
|
|
|
earned or |
|
|
|
|
|
|
|
|
|
|
|
|
|
nonqualified |
|
|
|
|
|
|
paid in |
|
|
|
|
|
Option awards |
|
|
|
|
|
deferred |
|
|
|
|
|
|
cash |
|
Stock awards |
|
($) |
|
Non-equity incentive |
|
compensation |
|
All other |
|
|
Name |
|
($) |
|
($) |
|
(2) |
|
plan compensation ($) |
|
earnings |
|
compensation ($) |
|
Total ($) |
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
Charles Chao (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yongji Duan |
|
|
20,000 |
|
|
|
|
|
|
|
177,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
197,432 |
|
Yan Wang (1) |
|
|
20,000 |
|
|
|
|
|
|
|
340,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
360,013 |
|
Pehong Chen |
|
|
20,000 |
|
|
|
|
|
|
|
177,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
197,432 |
|
Lip-Bu Tan |
|
|
23,000 |
|
|
|
|
|
|
|
177,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,432 |
|
Ter Fung Tsao |
|
|
20,000 |
|
|
|
|
|
|
|
177,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
197,432 |
|
Yichen Zhang |
|
|
20,000 |
|
|
|
|
|
|
|
177,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
197,432 |
|
Xiaotao Chen |
|
|
20,000 |
|
|
|
|
|
|
|
177,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
197,432 |
|
Song-Yi Zhang |
|
|
25,000 |
|
|
|
|
|
|
|
177,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
202,432 |
|
Hurst Lin (1) |
|
|
20,000 |
|
|
|
|
|
|
|
204,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224,240 |
|
Daniel Chiang (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Directorship. Amounts in the Director Compensation Table and in the accompanying
footnotes reflect the following: |
|
|
|
Mr. Chao didnt receive any compensation for serving as an employee director in 2006. |
|
|
|
|
Mr. Wang received non-employee director compensation after the termination of his
employee status in May 2006. |
|
|
|
|
Mr. Lin received non-employee director compensation after the termination of his
employee status in March 2006. |
|
|
|
|
Mr. Chiang ceased serving on our Board of Directors as of March 7, 2006. |
|
|
|
The amounts in this column reflect the expense recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2006, in accordance with SFAS
123R without regard to estimated forfeitures. For a more detailed discussion on the
valuation model and assumptions used to calculate the fair value of our options, refer to
note 13 of our 2006 Annual Report on Form 10-K filed on March 1, 2007. |
|
|
|
|
The amount listed for Mr. Wang represents the expense recognized, for the period Mr.
Wang served as a non-employee director, from the awards made prior to the termination of
his employee status but which awards have remained outstanding due to his continuous
service to the Company as a director. |
|
|
|
|
The amount listed for Mr. Lin represents the expense recognized, for the period Mr. Lin
served as a non-employee director, from the awards made prior to the termination of his
employee status but which awards have remained outstanding due to his continuous service to
the Company as a director. |
Compensation Committee Interlocks and Insider Participation
No member of the compensation committee serves as a member of the board of directors or
compensation committee of any other entity that has one or more executive officers serving as a
member of our board of directors or compensation committee.
14
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During the twelve-month period ended December 31, 2006, the Compensation Committee of our
Board of Directors consisted of Mr. Pehong Chen, Mr. Lip-Bu Tan, Mr. Yongji Duan
and Mr. Yan Wang. The members of the Compensation Committee are non-employee directors (Mr. Wang
began serving as a member of the Compensation Committee after the termination of his employee
status) and, except for Mr. Wang, are independent directors.
The Compensation Discussion & Analysis describes the compensation policies applicable to the
Companys executive officers during the twelve-month period
ended December 31, 2006. The Compensation Committee
is responsible for establishing and monitoring the general compensation policies and compensation
plans of the Company, as well as the specific compensation levels for executive officers. It also
administers the granting of options to executive employees under the Companys stock option plans.
In light of the foregoing, the Compensation Committee received and
discussed the Compensation
Discussion and Analysis, with management. Based on the review and
these discussions, the
Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in
this Amendment No. 1 on Form 10-K.
Compensation Committee:
Pehong Chen
Lip-Bu Tan
Yongji Duan
Yan Wang
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters
ORDINARY SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information that has been provided to the Company with
respect to the beneficial ownership of our ordinary shares as of April 20, 2007 by:
|
|
|
each shareholder known to us to own beneficially more than 5% of the ordinary shares; |
|
|
|
|
each director; |
|
|
|
|
each of our executive officers listed in the Summary Compensation Table; and |
|
|
|
|
all of our current directors and executive officers as a group. |
Percentage of beneficial ownership is based on 54,668,454 ordinary shares outstanding as of
April 20, 2007 together with options that are exercisable within 60 days of April 20, 2007 for each
shareholder. Beneficial ownership is determined in accordance with the rules of the SEC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Ordinary |
|
|
Amount and Nature of |
|
Shares Outstanding |
Name and Address of Beneficial Owners |
|
Beneficial Ownership (#) |
|
(%)(1) |
Stephen F. Mandel, Jr. (2) |
|
|
3,779,626 |
|
|
|
6.9 |
|
Two Greenwich Plaza
Greenwich, CT 06830 |
|
|
|
|
|
|
|
|
Bridger Management, LLC (Roberto Mignone |
|
|
3,500,000 |
|
|
|
6.4 |
|
as its managing member) (3)
101 Park Avenue, 48th Floor
New York, NY 10178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Ordinary |
|
|
Amount and Nature of |
|
Shares Outstanding |
Name and Address of Beneficial Owners |
|
Beneficial Ownership (#) |
|
(%)(1) |
FMR Corp. (4) |
|
|
3,148,289 |
|
|
|
5.8 |
|
82 Devonshire Street
Boston, MA 02109 |
|
|
|
|
|
|
|
|
Gilder, Gagnon, Howe & Co. LLC (5) |
|
|
2,936,070 |
|
|
|
5.4 |
|
1775 Broadway, 26th Floor
New York, NY 10019 |
|
|
|
|
|
|
|
|
Yongji Duan and his affiliated entities (6) |
|
|
2,544,274 |
|
|
|
4.7 |
|
c/o Stone Electronic Technology Limited
27/F, K. Wah Centre
191 Java Road, North Point
Hong Kong |
|
|
|
|
|
|
|
|
Lip-Bu Tan (7) |
|
|
127,500 |
|
|
|
* |
|
c/o Walden International
One California Street, 28th Floor
San Francisco, CA 94111 |
|
|
|
|
|
|
|
|
Ter Fung Tsao (8) |
|
|
134,500 |
|
|
|
* |
|
c/o Helen Hsiao,
8F, Suite 801
136, Jean-Ai Road, SEC. 3
Taipei, Taiwan |
|
|
|
|
|
|
|
|
Hurst Lin (9) |
|
|
277,255 |
|
|
|
* |
|
Pehong Chen (10) |
|
|
48,882 |
|
|
|
* |
|
333 Distel Circle
Los Altos, CA 94022 |
|
|
|
|
|
|
|
|
Charles Chao (11) |
|
|
363,319 |
|
|
|
* |
|
Yan Wang (12) |
|
|
178,166 |
|
|
|
* |
|
Yichen Zhang (13) |
|
|
64,500 |
|
|
|
* |
|
CITIC
26/F CITIC Tower
1 Tim Mei Avenue,
Central Hong Kong |
|
|
|
|
|
|
|
|
Benjamin Tsiang (14) |
|
|
140,635 |
|
|
|
* |
|
Xiaotao Chen (15) |
|
|
27,000 |
|
|
|
* |
|
c/o Stone Electronic Technology Limited
27/F, K. Wah Centre
191 Java Road, North Point
Hong Kong |
|
|
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Ordinary |
|
|
Amount and Nature of |
|
Shares Outstanding |
Name and Address of Beneficial Owners |
|
Beneficial Ownership (#) |
|
(%)(1) |
Song-Yi Zhang (16) |
|
|
64,500 |
|
|
|
* |
|
c/o Morgan Stanley
27/F, Three Exchange Square,
Central
Hong Kong |
|
|
|
|
|
|
|
|
Herman Yu (17) |
|
|
42,812 |
|
|
|
* |
|
All current directors and executive |
|
|
3,938,468 |
|
|
|
7.1 |
|
officers as
a group (14 persons) (18) |
|
|
|
|
|
|
|
|
|
|
|
* |
|
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 20, 2007. However, such shares shall not be
deemed outstanding with respect to the calculation of ownership percentage for any other
person. Beneficial ownership calculations for 5% shareholders are based solely on
publicly-filed Schedule 13Ds or 13Gs, which 5% shareholders are required to file with the
SEC, and which generally set forth ownership interests as of December 31, 2006. |
|
(2) |
|
Beneficial ownership calculation is based solely on a review of a Schedule 13G filing made
with the Securities and Exchange Commission on February 20, 2007. |
|
(3) |
|
Beneficial ownership calculation is based solely on a review of a Schedule 13G/A filing made
with the Securities and Exchange Commission on February 21, 2007. |
|
(4) |
|
Beneficial ownership calculation is based solely on a review of a Schedule 13G/A filing made
with the Securities and Exchange Commission on February 14, 2007. |
|
(5) |
|
Beneficial ownership calculation is based solely on a review of a Schedule 13G filing made
with the Securities and Exchange Commission on March 12, 2007. |
|
(6) |
|
Includes 2,502,274 shares held by Sun Stone Media Group Limited (SSMG) for whom Mr. Duan
serves as a director. Mr. Duan disclaims beneficial ownership of the shares in which he has no
pecuniary interest. Also includes 42,000 shares issuable upon exercise of options exercisable
within 60 days of April 20, 2007. The address for SSMG is 11F/A 1110, Hanwei Plaza, No. 7,
Guanghua Road, Beijing, Peoples Republic of China. |
|
(7) |
|
Includes 3,000 shares held by a trust for which Mr. Tan and his wife serve as trustees and
124,500 shares issuable upon exercise of options exercisable within 60 days of April 20, 2007. |
|
(8) |
|
Includes 94,500 shares issuable upon exercise of options exercisable within 60 days of April
20, 2007. |
|
(9) |
|
Includes 40,849 shares issuable upon exercise of options exercisable within 60 days of April
20, 2007. |
|
(10) |
|
Includes 6,882 shares held by a trust controlled by Mr. Chen and 42,000 shares issuable upon
exercise of options exercisable within 60 days of April 20, 2007. |
|
(11) |
|
Includes 362,916 shares issuable upon exercise of options exercisable within 60 days of April
20, 2007. |
|
(12) |
|
Consists of 178,166 shares issuable upon exercise of options exercisable within 60 days of
April 20, 2007. |
|
(13) |
|
Includes 57,000 shares issuable upon exercise of options exercisable within 60 days of April
20, 2007. |
|
(14) |
|
Includes 30,833 shares issuable upon exercise of options exercisable within 60 days of April
20, 2007. |
17
|
|
|
(15) |
|
Includes 27,000 shares issuable upon exercise of options exercisable within 60 days of April
20, 2007. |
|
(16) |
|
Includes 64,500 shares issuable upon exercise of options exercisable within 60 days of April
20, 2007. |
|
(17) |
|
Includes 42,812 shares issuable upon exercise of options exercisable within 60 days of April
20, 2007. |
|
(18) |
|
Includes 1,142,003 shares issuable upon exercise of options exercisable within 60 days of
April 20, 2007. |
Except as otherwise indicated, the address of each person listed in the table is SINA
Corporation, Room 1802, United Plaza, No. 1468 Nanjing West Road, Shanghai 200040, China,
Attention: Corporate Secretary. The persons named in the table have sole voting and investment
power with respect to all ordinary shares shown as beneficially owned by them, subject to community
property laws where applicable.
Equity Compensation Plan Information
The following table sets forth information for our equity compensation plans as of December
31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
securities |
|
|
|
|
|
|
|
|
|
|
|
remaining available |
|
|
|
|
|
|
|
|
|
|
|
for future issuance |
|
|
|
|
|
|
|
Weighted average |
|
|
under equity |
|
|
|
Number of securities to |
|
|
exercise price of |
|
|
compensation plans |
|
|
|
be issued upon exercise |
|
|
outstanding |
|
|
(excluding |
|
|
|
of outstanding options, |
|
|
options, warrants |
|
|
securities |
|
|
|
warrants and rights |
|
|
and rights |
|
|
reflected in column (a)) |
|
Plan Category |
|
(a) |
|
|
(b) |
|
|
(c) |
|
Equity
compensation plans
approved by
security holders |
|
|
4,092,200 |
|
|
$ |
20.95 |
|
|
|
1,302,632 |
|
Equity compensation
plans not approved
by security holders |
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
4,092,200 |
|
|
$ |
20.95 |
|
|
|
1,302,632 |
|
Item 13. Certain Relationships and Related Transactions
Except for those employment and compensation arrangements between the Company and its
directors and executive officers as described in Item 11 under Compensation of Executive
Officers, Director Compensation, Employment Agreements, and Change of Control Agreements
above, since the beginning of the fiscal year 2006, there has not been, nor is there currently
proposed, any transaction or series of similar transactions to which we were or are a party in
which the amount involved exceeds or exceeded $120,000 and in which any director, executive officer
or beneficial holder of more than 5% of any class of our voting securities or such persons
immediate family members had or will have a direct or indirect material interest other than as
described below and elsewhere in Part III hereof. It is our policy that future transactions between
us and any of our directors, executive officers or related parties will be subject to the review
and approval of our Audit Committee or other committee comprised of independent, disinterested
directors.
In April 2007, SINA.com Technology (China) Co. Ltd., one of our subsidiaries, entered
into an agreement with BroadVision Inc. (BroadVision). Mr. Pehong Chen, a director of
SINA, is the controlling stockholder of BroadVision and is currently serving as its Chairman, CEO
and President. As of March 23, 2007, Mr. Chen beneficially owned approximately 39% of common stock
of BroadVision. Under the agreement, BroadVision will provide customization and hosting service for
our HR information management system in China. We will pay BroadVision a total of RMB1,000,000 in
2007, including RMB500,000 for system implementation service and another RMB500,000 for the
software subscription, and starting from 2008, a yearly subscription fee of RMB500,000 for the
software subscription and system upgrade, feature enhance and technical support. Under the
agreement, we have an option to buy out the software license from BroadVision on a non-exclusive
basis by paying a lump-sum amount (RMB2,000,000, RMB1,500,000 or RMB1,000,000 for buy-out in 2008,
2009 or 2010 or later, respectively) plus a 22% of the buy-out amount for maintenance services.
Our Code of Ethics states that a conflict of interest may exist whenever a relationship of an
employee, officer or director, or one of their family members, is inconsistent with the Companys
best interests or could cause a conflict with job responsibilities. Under our Code of Ethics, if
our employees, officers and directors have any question regarding whether a conflict of interest
exists, they are required to consult with their immediate supervisor or the Compliance Officer of
the Company. If they become aware of a conflict or potential conflict, they are required to bring
it to the attention of their immediate supervisor or the Compliance Officer.
18
Our Insider Trading Policy applicable to all employees, officers and directors and their
family members prohibits trading based on material, non-public information regarding the Company or
disclosure of such information for trading in the Companys securities. Under our Insider Trading
Policy, the Company shall identify the directors and officers who are subject to reporting and
liability provisions of Section 16 of the Exchange Act. The Company shall further identify those
persons who are likely subject to reporting and liability provisions of Section 16 of the Exchange
Act due to their access to insider information during the normal course of their duties and apply
pre-clearance procedure to them. Potential criminal and civil liability and disciplinary actions
for insider trading are set forth in our Insider Trading Policy. Our Chief Financial Officer serves
as the Companys Insider Trading Compliance Officer for the implementation of our Insider Trading
Policy. Our Insider Trading Policy is delivered to all new employees and consultants upon the
commencement of their relationships with the Company and is circulated to all personnel at least
annually.
DIRECTOR INDEPENDENCE
Our Board of Directors has determined that the following directors, representing a majority of
our directors, are independent as defined under Nasdaq Marketplace Rule 4200(a)(15): Yongji Duan,
Pehong Chen, Lip-Bu Tan, Ter Fung Tsao, Yichen Zhang, Xiaotao Chen and Song-Yi Zhang. We intend to
maintain a majority of directors on the board that are independent.
During 2006, each member of our Compensation Committee, except for Mr. Yan Wang,, is
independent as defined under Nasdaq Marketplace Rule 4200(a)(15) and each member of our Audit
Committee is independent under the standards set forth in Nasdaq Marketplace Rules
4350(d)(2)(A)(i) and (ii).
Indebtedness of Management
Our subsidiary Beijing SINA Information Technology Co., Ltd. (formerly known as Beijing Stone
Rich Sight Information Technology Co., Ltd.) (BSIT), agreed to provide Yan Wang, our former Chief
Executive Officer and current Vice Chairman of the Board, an interest-free loan of RMB300,000 for
purposes of providing capital to Beijing SINA Internet Information Services Co., Ltd. in 1999. In
addition, BSIT has agreed to provide Yan Wang interest free loans of RMB750,000 for purposes of
providing capital to Beijing SINA Interactive Advertising Co., Ltd. in 1999, and RMB300,000 for
purposes of providing capital to Guangdong SINA Internet Information Service Co., Ltd. in 2001. The
entire principal amount of each of these loans is currently outstanding.
Indemnification Agreements
We have entered into indemnification agreements with our officers and directors containing
provisions which may require us, among other things, to indemnify our officers and directors
against certain liabilities that may arise by reason of their status or service as officers or
directors, other than liabilities arising from willful misconduct of a culpable nature, and to
advance their expenses incurred as a result of any proceeding against them as to which they could
be indemnified.
Registration Rights Agreements
Some of our shareholders are entitled to have their shares registered by us for resale.
19
Item 14. Principal Accountant Fees and Services
Principal Accountant Fees and Services
For the fiscal year ending December 31, 2006, as well as our fiscal year ended December 31,
2005, PricewaterhouseCoopers Zhong Tian CPAs Limited Company (PwC), our independent auditor and
principal accountant, billed the fees set forth below. The Audit Committee of the Board of
Directors has considered whether the non-audit services provided by PwC are compatible with
maintaining its independence, and affirmatively approved the provision of such non-audit services
by PwC.
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year |
|
Fiscal Year |
|
|
Ending |
|
Ending |
|
|
December |
|
December |
|
|
31, 2006 ($) |
|
31, 2005 ($) |
Audit Fees |
|
|
1,387,080 |
|
|
|
995,128 |
|
Audit-Related Fees |
|
|
|
|
|
|
|
|
Tax Fees (1) |
|
|
30,425 |
|
|
|
29,200 |
|
All Other Fees |
|
|
5,500 |
(2)(3) |
|
|
11,500 |
(2)(4) |
|
|
|
(1) |
|
Tax fees consist of fees billed for professional services related to tax advice and
assistance with tax reporting. |
|
(2) |
|
Includes $1,500 subscription fee for accounting rules and materials. |
|
(3) |
|
Includes $4,000 training fee for FIN 48 Accounting for Uncertainty in Income Taxes. |
|
(4) |
|
Includes $10,000 training fee for PRC GAAP rules. |
The Audit Committees policy is to pre-approve all audit and permissible non-audit services by
PwC. These services may include audit services, audit-related services, tax services and other
services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as
to the particular service or category of services and is generally subject to an initial estimated
budget. PwC and management are required to periodically report to the Audit Committee regarding the
extent of services provided by PwC in accordance with this pre-approval, and the fees performed to
date. The Audit Committee may also pre-approve particular services on a case-by-case basis.
PART IV
Item 15. Exhibits and Financial Statement Schedules
See
the Exhibit Index following the signature pages of this report.
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934,
SINA Corporation has duly caused this report to be signed on its behalf by the undersigned, thereto
duly authorized.
|
|
|
|
|
|
SINA Corporation
|
|
|
By: |
/s/ CHARLES CHAO
|
|
|
|
Charles Chao |
|
|
|
President and Chief Executive Officer |
|
|
Date: April 30, 2007
21
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Charles Chao and Herman Yu, jointly and severally, as his attorneys-in-fact, each with
the power of substitution, for him in any and all capacities, to sign any amendments to this
Amendment No. 1 on Form 10-K/A and to file the same, with exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or his substitute or substitutes may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 on
Form 10-K/A has been signed by the following persons in the capacities and on the dates indicated:
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
/s/ CHARLES CHAO
Charles Chao
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
April 30, 2007 |
|
|
|
|
|
|
|
Acting Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
April 30, 2007 |
|
|
|
|
|
|
|
Chairman of the Board
|
|
April 30, 2007 |
|
|
|
|
|
|
|
Vice Chairman of the Board
|
|
April 30, 2007 |
|
|
|
|
|
|
|
Director
|
|
April 30, 2007 |
|
|
|
|
|
|
|
Director
|
|
April 30, 2007 |
|
|
|
|
|
|
|
Director
|
|
April 30, 2007 |
|
|
|
|
|
|
|
Director
|
|
April 30, 2007 |
|
|
|
|
|
|
|
Director
|
|
April 30, 2007 |
|
|
|
|
|
|
|
Director
|
|
April 30, 2007 |
|
|
|
|
|
|
|
Director
|
|
April 30, 2007 |
|
|
|
* |
|
This Amendment No. 1 on Form 10-K/A was executed by Charles Chao pursuant to a Power of Attorney
filed with the Securities and Exchange Commission on March 1, 2007 in connection with the
Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2006. |
22
EXHIBIT INDEX
|
|
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
2.1 |
|
|
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 Companys
Report on Form 8-K filed on April 7, 2004, and incorporated herein by
reference). |
|
|
|
|
|
|
|
|
|
|
2.2 |
|
|
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 Companys
Report on Form 8-K filed on April 7, 2004, and incorporated herein by
reference). |
|
|
|
|
|
|
|
|
|
|
2.3 |
|
|
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 Peoples Republic of China, and the
individuals listed on Schedule B attached to the Equity Transfer
Agreement (Filed as Exhibit 2.3 to the Companys Report on Form 8-K filed
on April 7, 2004, and incorporated herein by reference). |
|
|
|
|
|
|
|
|
|
|
2.4 |
|
|
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 Companys Report on Form 8-K filed on October 22, 2004, and
incorporated herein by reference). |
|
|
|
|
|
|
|
|
|
|
2.5 |
|
|
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 Companys Report on Form 8-K
filed on October 22, 2004, and incorporated herein by reference). |
|
|
|
|
|
|
|
|
|
|
2.6 |
|
|
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
Companys Report on Form 8-K filed on October 22, 2004, and incorporated
herein by reference). |
|
|
|
|
|
|
|
|
|
|
3.1 |
|
|
Amended and Restated Articles of Association of SINA Corporation (Filed
as Exhibit 3.1 to the Companys Annual Report on Form 10-K filed on March
16, 2005 and incorporated by reference herein). |
|
|
|
|
|
|
|
|
|
|
3.2 |
|
|
Amended and Restated Memorandum of Association of SINA.com (Filed as
Exhibit 3.1 to the Companys Annual Report on Form 10-K filed on March
16, 2005 and incorporated by reference herein). |
|
|
|
|
|
|
|
|
|
|
4.1 |
|
|
Form of Subordinated Note due July 15, 2023 (Filed as Exhibit 4.1 to the
Companys Report on Form 10-Q for the three month period ended June 30,
2003, and incorporated herein by reference). |
|
|
|
|
|
|
|
|
|
|
4.2 |
|
|
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 Companys Report on Form
10-Q for the three month period ended June 30, 2003, and incorporated
herein by reference). |
|
|
|
|
|
|
|
|
|
|
4.3 |
|
|
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 Companys Report on Form 10-Q for the three month period ended June
30, 2003, and incorporated herein by reference). |
|
|
|
|
|
|
|
|
|
|
4.4 |
|
|
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 Companys Report on Form 8-K filed on February 24,
2005, and incorporated herein by reference). |
|
|
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
10.1#
|
|
Form of Indemnification Agreement between SINA.com and each of its
officers and directors (Filed as Exhibit 10.1 to the Companys
Registration Statement on Form F-1, Registration No. 333-11718, filed on
March 27, 2000, as amended, and incorporated herein by reference). |
|
|
|
|
|
|
|
10.2#
|
|
SRS International Ltd. 1997 Stock Option Plan and form of incentive stock
option agreement (Filed as Exhibit 10.2 to the Companys Registration
Statement on Form F-1, Registration No. 333-11718, filed on March 27,
2000, as amended, and incorporated herein by reference). |
|
|
|
|
|
|
|
10.3#
|
|
Sinanet.com 1997 Stock Plan and form of stock option agreement (Filed as
Exhibit 10.3 to the Companys Registration Statement on Form F-1,
Registration No. 333-11718, filed on March 27, 2000, as amended, and
incorporated herein by reference). |
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|
|
|
|
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10.4#
|
|
Amended SINA.com 1999 Stock Plan and form of share option agreement
(Filed as Exhibit 10.4 to the Companys Registration Statement on Form
F-1, Registration No. 333-11718, filed on March 27, 2000, as amended, and
incorporated herein by reference). |
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|
|
|
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10.5#
|
|
Form of share option agreement under the amended SINA.com 1999 Stock Plan
(Filed as Exhibit 10.5 to the Companys Annual Report on Form 10-K filed
on March 16, 2005 and incorporated by reference herein). |
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|
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10.6#
|
|
1999 Directors Stock Option Plan (Filed as Exhibit 10.6 to the Companys
Registration Statement on Form F-1, Registration No. 333-11718, filed on
March 27, 2000, as amended, and incorporated herein by reference). |
|
|
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10.7#
|
|
Form of nonstatutory stock option agreement under the 1999 Directors
Stock Option Plan (Filed as Exhibit 10.6 to the Companys Registration
Statement on Form F-1, Registration No. 333-11718, filed on March 27,
2000, as amended, and incorporated herein by reference). |
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10.8#
|
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SINA.com 1999 Executive Stock Plan (Filed as Exhibit 10.19 to the
Companys Registration Statement on Form F-1, Registration No. 333-11718,
filed on March 27, 2000, as amended, and incorporated herein by
reference). |
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10.9
|
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Lease Agreement of Ideal International Plaza dated April 16, 2004 between
SINA Information Technology Company Limited and Beijing Zhongwu Ideal
Real Estate Development Co., Ltd. for the office located in Suite 01
12, Floor 20, Ideal International Plaza, 2 Zhongguancun High-Tech Square,
Beijing, PRC (Filed as Exhibit 10.1 to the Companys Report on Form 10-Q
for the three month period ended June 30, 2004, and incorporated herein
by reference). |
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10.10
|
|
Form Lease Agreement of Ideal International Plaza between the
Registrants subsidiaries or VIEs and Beijing Zhongwu Ideal Real Estate
Development Co., Ltd. for the office located in Ideal International
Plaza, 2 Zhongguancun High-Tech Square, Beijing, PRC, and the list of the
lease agreements (Filed as Exhibit 10.1 to the Companys Report on Form
10-Q for the three month period ended September 30, 2004, and
incorporated herein by reference). |
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10.11
|
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Business Cooperation Agreement dated March 7, 2000 between Beijing SINA
Internet Information Services Co., Ltd. and BSRS (Filed as Exhibit 10.23
to the Companys Registration Statement on Form F-1, Registration No.
333-11718, filed on March 27, 2000, as amended, and incorporated herein
by reference). |
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10.12
|
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Equipment and Leased Line Transfer Agreement dated March 7, 2000 between
Beijing SINA Internet Information Services Co., Ltd. and BSRS (Filed as
Exhibit 10.23 to the Companys Registration Statement on Form F-1,
Registration No. 333-11718, filed on March 27, 2000, as amended, and
incorporated herein by reference). |
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10.13
|
|
Advertising Agency Agreement dated March 7, 2000 between Beijing SINA
Internet Information Services Co., Ltd. and SINA.com (Filed as Exhibit
10.26 to the Companys Registration Statement on Form F-1, Registration
No. 333-11718, filed on March 27, 2000, as amended, and incorporated
herein by reference). |
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Exhibit |
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|
Number |
|
Description |
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10.14 |
|
|
Advertisement Production and Technical Service Agreement dated March 7,
2000 between Beijing Stone Rich Sight Information Technology Co., Ltd.
and Beijing SINA Interactive Advertising Co. Ltd (Filed as Exhibit 10.27
to the Companys Registration Statement on Form F-1, Registration No.
333-11718, filed on March 27, 2000, as amended, and incorporated herein
by reference). |
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10.15 |
|
|
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
Companys Registration Statement on Form F-1, Registration No. 333-11718,
filed on March 27, 2000, as amended, and incorporated herein by
reference). |
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10.16 |
|
|
Amendment to Advertising Agency Agreement dated April 1, 2000 between
Beijing SINA Interactive Advertising Co., Ltd. and SINA.com (Filed as
Exhibit 10.37 to the Companys Registration Statement on Form F-1,
Registration No. 333-11718, filed on March 27, 2000, as amended, and
incorporated herein by reference). |
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10.17 |
|
|
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 Companys Registration Statement on Form F-1, Registration
No. 333-11718, filed on March 27, 2000, as amended, and incorporated
herein by reference). |
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10.18 |
|
|
Amendment to Advertising Production and Technical Service Agreement dated
April 1, 2000 between Beijing Stone Rich Sight Information Technology
Co., Ltd. and Beijing SINA Interactive Advertising Co., Ltd (Filed as
Exhibit 10.39 to the Companys Registration Statement on Form F-1,
Registration No. 333-11718, filed on March 27, 2000, as amended, and
incorporated herein by reference). |
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10.19 |
|
|
E-Commerce Cooperation Agreement dated April 1, 2000 between Beijing
Stone Rich Sight Information Technology Co., Ltd. and Beijing SINA
Internet Information Services Co., Ltd (Filed as Exhibit 10.40 to the
Companys Registration Statement on Form F-1, Registration No. 333-11718,
filed on March 27, 2000, as amended, and incorporated herein by
reference). |
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10.20 |
|
|
Agreement on Short Message Service Cooperation dated November 12, 2002
between Guangzhou Media Message Technologies Inc. and Guangdong Mobile
Communications Corporation (Filed as Exhibit 10.37 to the Companys
Report on Form 10-K for the year ended December 31, 2003, as amended, and
incorporated herein by reference). |
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10.21 |
|
|
Monternet Short Message Cooperation Agreement dated April 28, 2003
between Beijing SINA Internet Information Services Co., Ltd. and Beijing
Mobile Communications Corporation (Filed as Exhibit 10.38 to the
Companys Report on Form 10-K for the year ended December 31, 2003, as
amended, and incorporated herein by reference). |
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10.22 |
|
|
Form of Loan Agreement between Beijing Sina Information Technology Co.,
Ltd (a subsidiary of the Company) and the Companys employees for funding
the Variable Interest Entities controlled by the Company (Filed as
Exhibit 10.39 to the Companys Report on Form 10-K for the year ended
December 31, 2003, as amended, and incorporated herein by reference). |
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10.23 |
|
|
Form of Agreement on Authorization to Exercise Shareholders Voting Power
between Beijing Sina Information Technology Co., Ltd (a subsidiary of the
Company) and the Companys employees in relation to Variable Interest
Entities controlled by the Company (Filed as Exhibit 10.40 to the
Companys Report on Form 10-K for the year ended December 31, 2003, as
amended, and incorporated herein by reference). |
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10.24 |
|
|
Technical Services Agreement dated September 1, 2003 between Beijing New
Media Information Technology Co., Ltd. and Guangzhou Media Message
Technologies Inc (Filed as Exhibit 10.41 to the Companys Report on Form
10-K for the year ended December 31, 2003, as amended, and incorporated
herein by reference). |
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10.25 |
|
|
Technical Cooperation Agreement dated September 28, 2003 between Beijing
New Media Information Technology Co., Ltd. and Guangzhou Media Message
Technologies Inc (Filed as Exhibit 10.42 to the Companys Report on Form
10-K for the year ended December 31, 2003, as amended, and incorporated
herein by reference). |
|
|
|
|
Exhibit |
|
|
|
Number |
|
|
Description |
|
10.26 |
|
|
Technical Services Agreement dated September 1, 2003 between Beijing New
Media Information Technology Co., Ltd. and Guangdong SINA Internet
Information Services Co., Ltd (Filed as Exhibit 10.43 to the Companys
Report on Form 10-K for the year ended December 31, 2003, as amended, and
incorporated herein by reference). |
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|
10.27 |
|
|
Technical Services Agreement dated January 10, 2003 between
Star-Village.com (Beijing) Internet Technology Limited and Guangzhou
Media Message Technologies Inc (Filed as Exhibit 10.44 to the Companys
Report on Form 10-K for the year ended December 31, 2003, as amended, and
incorporated herein by reference). |
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|
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|
10.28 |
|
|
Technical Services Agreement dated January 1, 2003 between Beijing SINA
Internet Technology Services Co., Ltd. and Beijing SINA Internet
Information Services Co., Ltd (Filed as Exhibit 10.45 to the Companys
Report on Form 10-K for the year ended December 31, 2003, as amended, and
incorporated herein by reference). |
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10.29 |
|
|
Technical Services Agreement dated February 24, 2004 between Beijing New
Media Information Technology Co., Ltd. and Shenzhen Wang Xing Technology
Co., Ltd (Filed as Exhibit 10.1 to the Companys Report on Form 10-Q for
the three month period ended March 31, 2004, and incorporated herein by
reference). |
|
|
|
|
10.30 |
|
|
Translation of Monternet Short Message Cooperation Agreement dated March
23, 2004 between Beijing SINA Internet Information Services Co., Ltd. and
Guangdong Mobile Communications Corporation (Filed as Exhibit 10.48 to
the Companys Annual Report on Form 10-K filed on March 16, 2005 and
incorporated by reference herein). |
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|
|
|
10.31 |
|
|
Translation of Technical Services Agreement dated January 1, 2005 between
SINA.com Technology (China) Co., Ltd. and Beijing SINA Infinity
Advertising Co., Ltd. (Filed as Exhibit 10.48 to the Companys Report on
Form 10-K for the year ended December 31, 2005, and incorporated herein
by reference). |
|
|
|
|
10.32 |
|
|
Translation of Technical Services Agreement dated January 1, 2005 between
SINA.com Technology (China) Co., Ltd. and Beijing SINA Internet
Information Services Co., Ltd. (Filed as Exhibit 10.49 to the Companys
Report on Form 10-K for the year ended December 31, 2005, and
incorporated herein by reference). |
|
|
|
|
10.33#
|
|
|
Change of Control Agreement dated November 27, 2000 with Yan Wang (Filed
as Exhibit 10.47 to the Companys Report on Form 10-Q for the three month
period ended December 31, 2000, and incorporated herein by reference). |
|
|
|
|
10.34#
|
|
|
Change of Control Agreement dated November 27, 2000 with Hurst Lin (Filed
as Exhibit 10.46 to the Companys Report on Form 10-Q for the three month
period ended December 31, 2000, and incorporated herein by reference). |
|
|
|
|
10.35#
|
|
|
Change of Control Agreement dated February 1, 2001 with Charles Chao
(Filed as Exhibit 10.48 to the Companys Report on Form 10-Q for the
three month period ended March 31, 2001, and incorporated herein by
reference). |
|
|
|
|
10.36#
|
|
|
Employment Agreement dated July 31, 2006 between Charles Guowei Chao and
SINA Corporation (Filed as Exhibit 10.1 to the Companys Report on Form
10-Q for the three month period ended September 30, 2006, and
incorporated herein by reference). |
|
|
|
|
21.1*
|
|
|
List of Subsidiaries. |
|
|
|
|
23.1*
|
|
|
Consent of Independent Registered Public Accounting Firm. |
|
|
|
|
23.2*
|
|
|
Consent of Jun He Law offices. |
|
|
|
|
24.1*
|
|
|
Power of Attorney (appears on the signature page of this report). |
|
|
|
|
31.1**
|
|
|
Certificate of Chief Executive Officer pursuant to Securities Exchange
Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
|
31.2**
|
|
|
Certificate of Chief Financial Officer pursuant to Securities Exchange
Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
|
|
|
|
32.1**
|
|
|
Certificate of Chief Executive Officer pursuant to 18 U.S.C. section 1350. |
|
|
|
|
32.2**
|
|
|
Certificate of Chief Financial Officer pursuant to 18 U.S.C. section 1350. |
|
|
|
* |
|
Filed with the Companys Report on Form 10-K for the fiscal year ended December 31, 2006 (which
report was filed on March 1, 2007). |
|
** |
|
Filed herewith. |
|
# |
|
Indicates a management contract or compensatory plan or arrangement, as required by Item
15(a)3. |