defa14a
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12.
SINA Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
|
|
|
Payment of Filing Fee (Check the appropriate box): |
|
|
|
þ
|
|
No fee required. |
|
|
|
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
|
|
(1)
|
|
Title of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
(2)
|
|
Aggregate number of securities to which transactions applies: |
|
|
|
|
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined): |
|
|
|
|
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction: |
|
|
|
|
|
|
|
|
|
|
(5)
|
|
Total fee paid: |
|
|
|
|
|
|
|
o
|
|
Fee paid previously with preliminary materials: |
|
|
|
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the date of its filing. |
(1)
|
|
Amount previously paid: |
|
|
|
|
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.: |
|
|
|
|
|
|
|
(3)
|
|
Filing Party: |
|
|
|
|
|
|
|
(4)
|
|
Date Filed: |
SINA Corporation
Room 1802
United Plaza, No. 1468
Nanjing West Road
Shanghai 200040
China
May 12, 2006
To Our Shareholders:
I am pleased to announce that the Board of Directors of SINA
Corporation (the Company) has expanded its Board of
Directors to ten members and has nominated Charles Chao for
election as a Class I director of the Company at the 2006
Annual General Meeting of Shareholders (the Annual General
Meeting).
As the Company previously announced, effective as of May 8,
2006, Yan Wang resigned as the Chief Executive Officer of the
Company, but is continuing to serve on the Board of Directors in
a new capacity as Vice Chairman. Effective as of
Mr. Wangs resignation as Chief Executive Officer, the
Board of Directors increased the size of the Board of Directors
to ten members, appointed Charles Chao, formerly President and
Chief Financial Officer, as the new Chief Executive Officer of
the Company and elected Charles Chao to the Board of Directors.
Mr. Chao has remained as the President of the Company.
Effective as of May 8, 2006, Herman Yu, formerly the
Companys Vice President & Corporate Controller,
was appointed to the position of Acting Chief Financial Officer.
The Board of Directors has formed a committee to search for a
new Chief Financial Officer.
We have provided to the shareholders a Proxy Statement dated
May 5, 2006 (the Proxy Statement). As a result
of the above changes to management and the Board of Directors
and as a result of the nomination of Charles Chao for election
as a Class I director of the Company at the Annual General
Meeting, we are providing additional information to the
shareholders for the Annual General Meeting in the attached
Proxy Statement Supplement (the Supplement). The
nomination of Charles Chao as a Class I director of the
Company affects Proposal No. 1 Election of Directors
to be voted on at the Annual General Meeting as described in the
Proxy Statement. Proposal No. 1 set forth in the
attached Supplement hereby replaces in its entirety
Proposal No. 1 set forth in the Proxy Statement. As
set forth in Proposal No. 1, Yan Wang shall remain a
nominee for election as a Class I director at the Annual
General Meeting.
The mailing of the Proxy Statement and the 2005 Annual Report to
a number of shareholders has been delayed so that we can include
this Supplement and a revised proxy card (Revised Proxy
Card).
The Revised Proxy Card will enable shareholders to vote on all
of the directors who have been nominated for election at the
Annual General Meeting and to vote on the other proposals at the
Annual General Meeting. PLEASE DISCARD ANY PROXY CARD THAT YOU
HAVE RECEIVED PREVIOUSLY. PLEASE SIGN AND RETURN THE ENCLOSED
REVISED PROXY CARD. IF YOU SIGN AND RETURN THE REVISED PROXY
CARD, IT WILL REVOKE AND REPLACE ANY PREVIOUS PROXY WHICH YOU
HAVE SUBMITTED. ANY PREVIOUS PROXY CARD WHICH YOU RETURN (OTHER
THAN THE REVISED PROXY CARD) WILL NOT BE IN EFFECT, WILL NOT BE
COUNTED FOR THE PURPOSE OF QUORUM AND WILL NOT BE VOTED AT THE
ANNUAL GENERAL MEETING.
The time and place of the Annual General Meeting have not
changed. The Annual General Meeting will be held on Friday,
June 23, 2006 at 10:30 a.m. local time, at the Grand
Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong.
The attached Supplement and Amended Notice of Annual General
Meeting of Shareholders should be read in conjunction with the
Companys Proxy Statement (except that
Proposal No. 1 in the Supplement replaces in its
entirety Proposal No. 1 in the Proxy Statement).
If you are a record holder of the Companys ordinary shares
at the close of business on April 27, 2006, you are
eligible to vote, either personally at the Annual General
Meeting or by proxy. Whether or not you expect to attend the
Annual General Meeting in person, please mark, date, sign and
return the accompanying Revised Proxy Card as promptly as
possible in the postage-prepaid envelope provided to ensure your
representation and the presence of a quorum at the Annual
General Meeting. If you send in your Revised Proxy Card and then
decide to attend the Annual General Meeting to vote your shares
in person, you may still do so. Your proxy is revocable in
accordance with the procedures set forth in the Proxy Statement.
We look forward to seeing you at the Annual General Meeting.
|
|
|
Sincerely, |
|
|
|
|
Charles Chao |
|
President, Chief Executive Officer and Secretary |
TABLE OF CONTENTS
SINA Corporation
Amended Notice of Annual General Meeting of Shareholders
To Be Held June 23, 2006
On Friday, June 23, 2006, SINA Corporation, a Cayman
Islands company (the Company), will hold its Annual
General Meeting of Shareholders at the Grand Hyatt Hong Kong,
1 Harbour Road, Wanchai, Hong Kong. The meeting will begin
at 10:30 a.m. local time.
Only shareholders registered in the register of members at the
close of business on April 27, 2006 can vote at this
meeting or any adjournment that may take place. At the meeting
ordinary resolutions will be proposed as follows:
|
|
|
|
|
The election of five Directors, including Charles Chao. |
|
|
|
The ratification of the appointment of PricewaterhouseCoopers
Zhong Tian CPAs Limited Company as our independent auditors for
the current fiscal year. |
|
|
|
In addition, the Meeting will transact any other business
properly brought before the Meeting. |
You can find more information about each of these items,
including the nominees for directors, in the Proxy Statement and
the attached Proxy Statement Supplement (the
Supplement).
Our Board of Directors recommends that you vote in favor of all
of the proposals outlined in the Proxy Statement and the
attached Supplement.
The Proxy Statement and the Supplement that accompanies this
Amended Notice of Annual General Meeting of Shareholders contain
additional information regarding the proposals to be considered
at the Annual General Meeting. Shareholders are encouraged to
read them in their entirety.
Please sign and return the accompanying revised proxy card
(Revised Proxy Card). If you sign and return the
Revised Proxy Card, it will revoke and replace any previous
proxy which you have submitted. Any previous proxy card which
you return (other than the Revised Proxy Card) will not be in
effect, will not be counted for the purpose of quorum and will
not be voted at the Annual General Meeting.
We cordially invite all shareholders to attend the Annual
General Meeting in person. However, a member entitled to attend
and vote is entitled to appoint a proxy to attend and, on a
poll, vote instead of him and that proxy need not be a member of
the Company. Whether or not you expect to attend the Annual
General Meeting in person, please mark, date, sign and return
the Revised Proxy Card as promptly as possible in the
postage-prepaid envelope provided to ensure your representation
and the presence of a quorum at the Annual General Meeting. If
you send in your Revised Proxy Card and then decide to attend
the Annual General Meeting to vote your shares in person, you
may still do so. Your proxy is revocable in accordance with the
procedures set forth in the Proxy Statement. This proxy is to be
delivered to SINA Corporation, Room 1802, United Plaza,
No. 1468, Nanjing West Road, Shanghai 200040, China prior
to the meeting.
At the meeting, we will also report on our business results and
other matters of interest to shareholders.
|
|
|
By Order of the Board of Directors, |
|
|
|
|
Charles Chao |
|
President, Chief Executive Officer and Secretary |
Shanghai, China
May 12, 2006
YOUR VOTE IS IMPORTANT!
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN, DATE AND MAIL PROMPTLY THE ACCOMPANYING REVISED
PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. THIS WILL ENSURE THE
PRESENCE OF A QUORUM AT THE MEETING. IF YOU ATTEND THE MEETING,
YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE
PREVIOUSLY SENT IN YOUR REVISED PROXY CARD.
SINA Corporation
Room 1802
United Plaza, No. 1468
Nanjing West Road
Shanghai 200040
China
PROXY STATEMENT SUPPLEMENT
for the
2006 Annual General Meeting of Shareholders
June 23, 2006
General Information
This Proxy Statement Supplement (the Supplement) is
furnished in connection with the solicitation of proxies by our
Board of Directors for the 2006 Annual General Meeting of
Shareholders. This Supplement is furnished to replace the
information under the heading Proposal No. 1
Election of Directors from pages 5 to 7 of the Proxy
Statement dated May 5, 2006 (the Proxy
Statement) for the purpose of including Charles Chao as an
additional nominee for election as a Class I director and
to provide additional relevant information. This Supplement
should be read in conjunction with the Proxy Statement.
Together, the Supplement and the Proxy Statement contain
information regarding the proposals to be considered at the
Annual General Meeting. Please read them carefully and in their
entirety.
The Board set April 27, 2006 as the record date for the
meeting. Shareholders of record who are registered in the
register of members on that date are entitled to vote at and
attend the meeting, with each share entitled to one vote.
53,527,580 ordinary shares were outstanding on the record date.
The mailing of the Proxy Statement and the 2005 Annual Report to
a number of shareholders has been delayed so that we can include
this Supplement and the accompanying revised proxy card
(Revised Proxy Card). The Amended Notice of Annual
General Meeting of Shareholders, this Supplement and the Revised
Proxy Card will be mailed to shareholders on or about
May 19, 2006.
In this Supplement:
|
|
|
|
|
We, us, our,
SINA and the Company refer to SINA
Corporation |
|
|
|
Annual General Meeting or Meeting means
our 2006 Annual General Meeting of Shareholders |
|
|
|
Board of Directors or Board means our
Board of Directors |
|
|
|
SEC means the Securities and Exchange Commission |
This Supplement does not provide all of the information about
the Company that is important to your decisions in voting at the
Annual General Meeting. Additional information is contained in
the Proxy Statement. This Supplement is intended to be read in
conjunction with the Proxy Statement. Please read them carefully
and in their entirety.
Proposals to be Voted on at this Years Annual General
Meeting
At the Meeting, ordinary resolutions will be proposed as follows:
|
|
|
|
|
The election of five Directors, including Charles Chao. |
|
|
|
The ratification of the appointment of PricewaterhouseCoopers
Zhong Tian CPAs Limited Company as our independent auditors for
the current fiscal year. |
|
|
|
In addition, the Meeting will transact any other business
properly brought before the Meeting. |
The Board of Directors recommends a vote FOR each proposal.
Voting Procedure
To vote by mail, please sign your Revised Proxy Card and return
it in the enclosed, prepaid and addressed envelope prior to the
Meeting. If you mark your voting instructions on the Revised
Proxy Card, your shares will be voted as you instruct.
|
|
|
You may vote in person at the Meeting. |
We will pass out written ballots to anyone who wants to vote at
the Meeting. If you hold your shares in street name, you must
request a legal proxy from your stockbroker in order to vote at
the Meeting. Holding shares in street name means
your shares in the capital of the Company are held in an account
by your stockbroker, bank, or other nominee, and the share
certificates and record ownership are not in your name. If your
shares are held in street name and you wish to
attend the Annual General Meeting, you must notify your broker,
bank or other nominee and obtain the proper documentation to
vote your shares at the Annual General Meeting.
|
|
|
You may change your mind after you have returned your
proxy. |
If you change your mind after you return your proxy, you may
revoke your proxy before the Meeting or later in the discretion
of the Chairman of the Meeting. You may do this by:
|
|
|
|
|
submitting a notice of revocation, |
|
|
|
signing another proxy with a later date, or |
|
|
|
voting in person at the Annual General Meeting. |
Please sign and return the Revised Proxy Card. If you sign
and return the Revised Proxy Card, it will revoke and replace
any previous proxy which you have submitted. Any previous proxy
card which you return (other than the Revised Proxy Card) will
not be in effect, will not be counted for the purpose of quorum
and will not be voted at the Annual General Meeting.
Publication of Voting Results
We will announce preliminary voting results at the meeting. We
will publish the final results in our quarterly report on
Form 10-Q for the
quarterly period ending June 30, 2006, which we will file
with the SEC. You can obtain a copy of our quarterly report on
Form 10-Q by
contacting our Investor Relations Department at
+86-21-62895678
extension 6089, or visiting our corporate web site at
www.corp.sina.com. You may also obtain a copy by contacting the
SEC at (800) 732-0330 for the location of the nearest
public reference room, or through the EDGAR system at
www.sec.gov.
Proposals for 2007 Annual General Meeting
We anticipate that our 2007 Annual General Meeting will be held
in June 2007. To have your proposal included in our proxy
statement for the 2007 Annual General Meeting, you must submit
your proposal in writing by January 19, 2007 to Charles
Chao, President and CEO, SINA Corporation, Room 1802,
United Plaza, No. 1468 Nanjing West Road, Shanghai
200040, China.
If you submit a proposal for the 2007 Annual General Meeting
after April 1, 2007, management may or may not, at their
discretion, present the proposal at the meeting, and the proxies
for the 2007 Annual General Meeting of Shareholders will confer
discretion on the management proxy holders to vote against your
proposal.
2
Each shareholders notice must contain the following
information as to each matter the shareholder proposes to bring
before the annual meeting: (a) as to each person whom the
shareholder proposes to nominate for election or reelection as a
director all information relating to such person that is
required to be disclosed pursuant to Regulation 14A under
the Exchange Act (including such persons written consent
to being named in the proxy statement as a nominee and to
serving as a director if elected) and appropriate biographical
information and a statement as to the qualification of the
nominee; (b) as to any other business that the shareholder
proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons
for conducting such business at the meeting and any material
interest in such business of such shareholder and the beneficial
owner, if any, on whose behalf the proposal is made; and
(c) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such
shareholder, as they appear on the Companys books, and of
such beneficial owner and (ii) the number of shares of the
Companys ordinary shares which are owned beneficially and
of record by such shareholder and such beneficial owner.
A copy of the full text of the provisions of the Companys
Amended and Restated Articles of Association dealing with
shareholder nominations and proposals is available to
shareholders from the Secretary of the Company upon written
request.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
We have nominated five candidates for election to the Board this
year. Detailed information on our nominees and Herman Yu, our
newly appointed Acting Chief Financial Officer, is provided
below and in the section entitled Additional Information
Regarding Directors, Nominees and Executive Officers in
this Supplement. Detailed information on our other directors and
executive officers, is provided in the section entitled
Management that begins on page 9 of the Proxy
Statement. Information on Yan Wang and Charles Chao reflects the
recent management changes.
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 Board of Directors of the Company has increased the size of
the Board of Directors to ten members and the Board of Directors
currently consists of ten directors.
At the Annual General Meeting, the shareholders will elect a
total of five directors, three Class I directors who were
scheduled to retire this year, one director who was appointed to
the Board in January 2006 and is now subject to election by the
shareholders and another director who was appointed to the Board
in May 2006 and is now subject to election by the shareholders.
The Class I directors whose terms expire at the Annual
General Meeting are Yongji Duan, Yan Wang and Xiaotao Chen. One
of the two newly appointed directors who is subject to election
by the shareholders is Charles Chao and, if elected, Charles
Chao will be a Class I director. The other newly appointed
director who is subject to election by the shareholders is Hurst
Lin and, if elected, Hurst Lin will be a Class II director
to fill a vacancy among Class II directors.
Assuming that the size of our board remains between 7 and
10 members and that Hurst Lin is elected as a Class II
director at this Annual General Meeting, the Class II
directors whose terms expire at our 2007 Annual General Meeting
are Hurst Lin, Ter Fung Tsao and Song-Yi Zhang, and the
Class III directors whose terms expire at our 2008 Annual
General Meeting are Pehong Chen, Lip-Bu Tan and Yichen Zhang.
At the Annual General Meeting, the shareholders will elect a
total of five directors, four of whom (including Charles Chao)
shall be Class I directors and one of whom (Hurst Lin)
shall be a Class II director. If elected, the Class I
directors will serve until the 2009 Annual General Meeting, and
the Class II director
3
will serve until the 2007 Annual General Meeting. In the event
any nominee is unable or unwilling to serve as a director at the
time of the Annual General Meeting, the proxies may be voted for
the balance of those nominees named and for any substitute
nominee designated by the present Board or the proxy holders to
fill such vacancy, or for the balance of the nominees named
without nomination of a substitute, or the size of the Board may
be reduced in accordance with our Amended and Restated Articles
of Association. The Board has no reason to believe that any of
the persons named below will be unable or unwilling to serve as
a nominee or as a director if elected.
Required Vote
Assuming a quorum is present, the election of each of the five
nominees as directors will require the affirmative vote of a
majority of shares cast in person or cast by proxy at the
meeting. Unless marked otherwise where Charles Chao or Yan Wang
is appointed as proxy, proxies received will be voted FOR the
election of each of the five nominees named below. In the event
that additional persons are nominated for election as directors,
where Charles Chao and Yan Wang are appointed as proxy holders,
they intend to vote all proxies received by them in such a
manner as will ensure the election of as many of the nominees
listed below as possible, and, in such event, the specific
nominees to be voted for will be determined by the proxy holders.
Nominees for the Board of Directors
The name and certain information of each nominee is set forth
below:
|
|
|
|
|
|
|
Name |
|
Age | |
|
Position |
|
|
| |
|
|
Yongji Duan
|
|
|
59 |
|
|
Director (Class I Director) |
Yan Wang
|
|
|
33 |
|
|
Director (Class I Director) |
Xiaotao Chen
|
|
|
48 |
|
|
Director (Class I Director) |
Charles Chao
|
|
|
40 |
|
|
Director (Class I Director) |
Hurst Lin
|
|
|
41 |
|
|
Director (Class II Director) |
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.
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.
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.
4
Prior to joining Stone Group Holdings Limited, he was the Vice
President of Stone Group Corporation, a China company, since
January 1998.
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 holds an M.B.A. from Stanford
University and a B.A. in Engineering from Dartmouth College.
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 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.
Director Nomination
Criteria for Board Membership. The Company does not have
a nominating committee; however, beginning from the date of our
2004 Annual General Meeting of Shareholders, the members of the
Board who are independent under the current rules of
the Nasdaq Stock Market (Yongji Duan, Pehong Chen, Lip-Bu Tan,
Ter Fung Tsao, Yichen Zhang, Xiaotao Chen, and Song-Yi Zhang)
are responsible for selecting candidates for appointment or
re-election to the Board. In making such selections, this group
of independent members of the Board (the Selection
Body) considers the appropriate balance of experience,
skills and characteristics required of the Board of Directors,
and seeks to ensure that at least a majority of the directors
are independent under the rules of the Nasdaq Stock Market, and
that members of the Companys audit committee meet the
financial literacy, sophistication and independence requirements
under the rules of the Nasdaq Stock Market. Nominees for
director will be selected on the basis of their depth and
breadth of experience, integrity, ability to make independent
analytical inquiries, understanding of the Companys
business environment, and willingness to devote adequate time to
Board duties. The Selection Body performs similar functions to a
nominating committee and operates under a written charter
adopted by the Board of Directors, which is available on the
Companys website at www.corp.sina.com and which was
attached to the Companys 2005 Proxy Statement.
Shareholder Nominees. The Selection Body will consider
written proposals from shareholders for nominees for director,
provided such proposals meet the requirements described herein
and in our Amended and Restated Articles of Association. Any
such nominations should be submitted to the Selection Body
c/o the Secretary of the Company and should include the
following information: (a) all information relating to such
nominee that is required to be disclosed pursuant to
Regulation 14A under the Securities Exchange Act of 1934
(including such persons written consent to being named in
the proxy statement as a nominee and to serving as a director if
elected); (b) the names and addresses of the shareholders
making the nomination and the number of shares of the
Companys ordinary shares which are owned beneficially and
of record by such shareholders; and (c) appropriate
biographical information and a statement as to the qualification
of the nominee, and should be submitted in the time frame
described in the Amended and Restated Articles of Association of
the Company and in the section entitled, Proposals for
2007 Annual General Meeting in the Proxy Statement.
Process for Identifying and Evaluating Nominees. The
Selection Body believes the Company is well-served by its
current directors. In the ordinary course, absent special
circumstances or a material change in the criteria for Board
membership, the Selection Body will renominate incumbent
directors who continue to be
5
qualified for Board service and are willing to continue as
directors. If an incumbent director is not standing for
re-election, or if a vacancy on the Board occurs between annual
general shareholder meetings, the Selection Body will seek out
potential candidates for Board appointment who meet the criteria
for selection as a nominee and have the specific qualities or
skills being sought. Director candidates will be selected based
on input from members of the Board, senior management of the
Company and, if the Selection Body deems appropriate, a
third-party search firm. The Selection Body will evaluate each
candidates qualifications and check relevant references;
in addition, such candidates will be interviewed by at least one
member of the Selection Body. Candidates meriting serious
consideration will meet with all members of the Board. Based on
this input, the Selection Body will evaluate which of the
prospective candidates is qualified to serve as a director and
whether it should recommend to the Board that this candidate be
appointed to fill a current vacancy on the Board or be presented
for the approval of the shareholders, as appropriate.
The Selection Body expects to use a similar process to evaluate
nominees recommended by shareholders. However, to date, the
Company has not received a shareholder proposal to nominate a
director.
Board Nominees for the 2006 Annual General Meeting. Each
of the nominees listed in this Supplement are current directors
standing for reelection by the shareholders, other than Charles
Chao and Hurst Lin. In January 2006, Hurst Lin indicated his
intention to resign from his position of Chief Operating Officer
of the Company, the Selection Body recommended the election of
Hurst Lin as a member of the Board of Directors and the Board of
Directors unanimously elected Hurst Lin as a member of the Board
of Directors. In May 2006, Charles Chao was appointed as the
Chief Executive Officer of the Company, the Selection Body
recommended the election of Charles Chao as a member of the
Board of Directors and the Board of Directors unanimously
elected Charles Chao as a member of the Board of Directors.
Recommendation of the Board
THE BOARD RECOMMENDS A VOTE FOR
THE ELECTION OF ALL NOMINEES NAMED ABOVE.
ADDITIONAL INFORMATION REGARDING DIRECTORS,
NOMINEES AND EXECUTIVE OFFICERS
YAN WANG
As a non-employee director, Mr. Wang will be eligible for
director compensation for non-employee directors as described in
the Proxy Statement.
CHARLES CHAO
Mr. Chao currently receives an annual base salary of
$260,000. In addition to the base salary, Mr. Chao may earn
cash-based incentive compensation based on the achievement of
certain financial targets. The Board of Directors of the Company
has not yet determined a new compensation package for
Mr. Chao as the Companys Chief Executive Officer.
Mr. Chao will continue to be eligible to participate in the
Companys 1999 Stock Plan.
Effective as of May 8, 2006, the Board appointed Herman Yu,
who was the Companys Vice President and Corporate
Controller, as Acting Chief Financial Officer. The Board of
Directors of the Company has formed a committee to search for a
permanent Chief Financial Officer of the Company. Mr. Chao
is a member of this committee.
6
HERMAN YU
Mr. Yu, 35, has served as the Companys Vice President
and Corporate Controller since September 2004. 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).
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 May 10, 2006 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 (in the Proxy Statement); and |
|
|
|
all of our current directors and executive officers as a group. |
Percentage of beneficial ownership is based on 53,529,937
ordinary shares outstanding as of May 10, 2006 together
with options that are exercisable within 60 days of
May 10, 2006 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) |
|
|
|
|
|
Shanda Interactive Entertainment Limited and its affiliated
entities(2)
|
|
|
9,821,765 |
|
|
|
18.3 |
|
|
No. 1 Office Building, No. 690 Bibo Road
Pudong New Area, Shanghai, China 201203 |
|
|
|
|
|
|
|
|
Bigfoot Ventures, Ltd. (Michael J.G. Gleissner as its sole
shareholder)
|
|
|
4,750,000 |
|
|
|
8.9 |
|
|
Akara Building
24 De Castro Street
Wickhams Cay I, Road Town, Tortola
British Virgin Islands(3) |
|
|
|
|
|
|
|
|
Yongji Duan and his affiliated entities(4)
|
|
|
2,532,274 |
|
|
|
4.7 |
|
|
Stone Electronic Technology Limited
27/ F, K. Wah Centre
191 Java Road, North Point
Hong Kong |
|
|
|
|
|
|
|
|
Lip-Bu Tan(5)
|
|
|
115,500 |
|
|
|
* |
|
|
Walden International
One California Street, 28th Floor
San Francisco, CA 94111 |
|
|
|
|
|
|
|
|
Ter Fung Tsao(6)
|
|
|
122,500 |
|
|
|
* |
|
|
c/o Helen Hsiao, 8F, Suite 801
136, Jean-Ai Road, SEC. 3
Taipei, Taiwan |
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Ordinary |
|
|
Amount and Nature of |
|
Shares Outstanding |
Name and Address of Beneficial Owners |
|
Beneficial Ownership (#) |
|
(%)(1) |
|
|
|
|
|
Hurst Lin(7)
|
|
|
422,031 |
|
|
|
* |
|
Pehong Chen(8)
|
|
|
58,732 |
|
|
|
* |
|
|
BroadVision, Inc.
585 Broadway
Redwood City, CA 94063 |
|
|
|
|
|
|
|
|
Charles Chao(9)
|
|
|
189,361 |
|
|
|
* |
|
Yan Wang(10)
|
|
|
252,333 |
|
|
|
* |
|
Yichen Zhang(11)
|
|
|
52,500 |
|
|
|
* |
|
|
CITIC |
|
|
|
|
|
|
|
|
|
26/ F CITIC Tower |
|
|
|
|
|
|
|
|
|
1 Tim Mei Avenue, |
|
|
|
|
|
|
|
|
|
Central Hong Kong |
|
|
|
|
|
|
|
|
Benjamin Tsiang(12)
|
|
|
245,010 |
|
|
|
* |
|
Xiaotao Chen(13)
|
|
|
15,000 |
|
|
|
* |
|
Song-Yi Zhang(14)
|
|
|
52,500 |
|
|
|
* |
|
All current directors and executive officers as a group (12
persons)(15)
|
|
|
4,073,782 |
|
|
|
7.5 |
|
|
|
|
|
* |
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 May 10, 2006. 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,
2005. |
|
|
(2) |
Beneficial ownership calculation is based solely on a review of
a Schedule 13D filing made with the Securities and Exchange
Commission on February 18, 2005. |
|
|
(3) |
Beneficial ownership calculation is based solely on a review of
a Schedule 13G filing made with the Securities and Exchange
Commission on May 1, 2006. |
|
|
(4) |
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
30,000 shares issuable upon exercise of options exercisable
within 60 days of May 10, 2006. The address for SSMG
is 11F/ A 1110, Hanwei Plaza, No. 7, Guanghua Road,
Beijing, Peoples Republic of China. |
|
|
(5) |
Includes 3,000 shares held by a trust for which
Mr. Tan and his wife serve as trustees and
112,500 shares issuable upon exercise of options
exercisable within 60 days of May 10, 2006. |
|
|
(6) |
Includes 82,500 shares issuable upon exercise of options
exercisable within 60 days of May 10, 2006. |
|
|
(7) |
Includes 185,625 shares issuable upon exercise of options
exercisable within 60 days of May 10, 2006. |
|
|
(8) |
Includes 13,732 shares held by a trust controlled by
Mr. Chen and 45,000 shares issuable upon exercise of
options exercisable within 60 days of May 10, 2006. |
|
|
(9) |
Includes 188,958 shares issuable upon exercise of options
exercisable within 60 days of May 10, 2006. |
|
|
(10) |
Consists of 252,333 shares issuable upon exercise of
options exercisable within 60 days of May 10, 2006. |
|
(11) |
Includes 45,000 shares issuable upon exercise of options
exercisable within 60 days of May 10, 2006. |
|
(12) |
Includes 35,208 shares issuable upon exercise of options
exercisable within 60 days of May 10, 2006. |
|
(13) |
Includes 15,000 shares issuable upon exercise of options
exercisable within 60 days of May 10, 2006. |
8
|
|
(14) |
Includes 52,500 shares issuable upon exercise of options
exercisable within 60 days of May 10, 2006. |
|
(15) |
Includes 1,060,665 shares issuable upon exercise of options
exercisable within 60 days of May 10, 2006. |
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.
9
It is important that the proxies be returned promptly and that
your shares be represented. Shareholders are urged to mark,
date, execute and promptly return the accompanying proxy card in
the enclosed envelope.
|
|
|
By Order of the Board of Directors, |
|
|
|
|
Charles Chao |
|
President, Chief Executive Officer and Secretary |
Shanghai, China
May 12, 2006
10
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF SINA CORPORATION FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 23, 2006
THIS REVISED PROXY CARD WILL REVOKE AND REPLACE ANY PROXY YOU HAVE
PREVIOUSLY SUBMITTED FOR THE ANNUAL GENERAL MEETING
The undersigned shareholder of SINA Corporation, a Cayman Islands company, (the Company)
hereby acknowledges receipt of the Amended Notice of Annual General Meeting of Shareholders and the
Proxy Statement Supplement, each dated May 12, 2006, and Proxy Statement, dated May 5, 2006, and
hereby appoints Charles Chao and Yan Wang or either of them, OR __________________, (shareholder to fill
in only if shareholder chooses a person other than Charles Chao or Yan Wang as proxy) proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the
undersigned, to represent the undersigned at the Annual General Meeting of Shareholders of SINA
Corporation to be held on Friday, June 23, 2006 at 10:30 a.m., local time, at the Grand Hyatt Hong
Kong, 1 Harbour Road, Wanchai, Hong Kong and at any adjournment or postponement thereof, and to
vote all ordinary shares which the undersigned would be entitled to vote if then and there
personally present, on the matters set forth below:
|
1. |
|
ELECTION OF DIRECTORS: |
|
|
|
|
___FOR all nominees listed below (except as indicated).
___WITHHOLD authority to vote for all nominees listed below. |
|
|
|
|
If you wish to withhold authority to vote for any individual nominee, strike a line through
that nominees name in the list below: |
|
|
|
|
Yongji Duan
Yan Wang
Xiaotao Chen
Charles Chao
Hurst Lin
|
|
2. |
|
PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS
LIMITED COMPANY AS THE INDEPENDENT AUDITORS OF THE COMPANY: |
|
|
|
|
__________ FOR __________
AGAINST __________ ABSTAIN |
PLEASE SIGN ON REVERSE SIDE AND RETURN IMMEDIATELY
THIS PROXY WILL BE VOTED AS DIRECTED OR, WHERE CHARLES CHAO OR YAN WANG ARE THE PROXY HOLDERS, IF
NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED AS FOLLOWS: (1) FOR THE ELECTION OF DIRECTORS;
(2) FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED
COMPANY AS THE INDEPENDENT AUDITORS OF THE COMPANY; AND AS SAID PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY COME BEFORE THE MEETING.
Date:
Signature
Date:
Signature:
(This Proxy should be marked, dated, signed by the shareholder(s) exactly as his or her name
appears hereon, and returned promptly in the enclosed envelope. Persons signing in a fiduciary
capacity should so indicate. If shares are held by joint tenants or as community property, both
should sign.)