þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Fiscal Year Ended December 31, 2006 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Cayman Islands | N/A | |
(State or other jurisdiction of | (I.R.S. Employer Identification Number) | |
Incorporation or organization) |
| Amend and restate the section titled Director Independence to disclose the reason for the appointment of Mr. Yan Wang, who is not independent as defined under Nasdaq Marketplace Rule 4200(a)(15), to our Compensation Committee; and | ||
| Amend and restate the section titled Indebtedness of Management to disclose business loans made to certain executive officers who were promoted in February 2007 for the purpose of funding the capital investment in certain of the registrants significant domestic Variable Interest Entities; |
| Update the certifications of certain executive officers as of the date of this amendment in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended; and | ||
| Incorporate by reference certain exhibits filed with the registrants annual report on Form 10-K for the fiscal year ended December 31, 2006 filed on March 1, 2007 (Original Form 10-K). |
| We, us, our, SINA and the Company refer to SINA Corporation | ||
| Board of Directors or Board means our Board of Directors | ||
| SEC means the Securities and Exchange Commission |
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SINA Corporation |
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By: | /s/ CHARLES CHAO | |||
Charles Chao | ||||
President and Chief Executive Officer | ||||
6
Exhibit | ||
Number | Description | |
2.1
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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
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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
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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
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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
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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
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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
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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
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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
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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). | |
10.1#
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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#
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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). |
Exhibit | ||
Number | Description | |
10.3#
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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). | |
10.4#
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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). | |
10.5#
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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). | |
10.6#
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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). | |
10.7#
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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). | |
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). | |
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). | |
10.10
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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). | |
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). | |
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). | |
10.13
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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). | |
10.14
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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). | |
10.15
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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). | |
10.16
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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). | |
10.17
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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). |
Exhibit | ||
Number | Description | |
10.18
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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). | |
10.19
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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). | |
10.20
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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). | |
10.21
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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). | |
10.22
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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). | |
10.23
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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). | |
10.24
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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). | |
10.25
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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). | |
10.26
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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). | |
10.27
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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). | |
10.28
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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). | |
10.29
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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
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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). | |
10.31
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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
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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#
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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). |
Exhibit | ||
Number | Description | |
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#
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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*
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List of Subsidiaries. | |
23.1*
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Consent of Independent Registered Public Accounting Firm. | |
23.2*
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Consent of Jun He Law offices. | |
24.1*
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Power of Attorney (appears on the signature page of this report). | |
31.1**
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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**
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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. |