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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 10-K

Commission File Number 000-30698

SINA Corporation

Room 1802, United Plaza

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicated by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o

      Indicated by check mark whether the registrant is an accelerated filer. Yes     o          No þ

      The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $52,798,000 as of June 28, 2002, based upon the closing sale price on computed by reference to the closing price for the Ordinary Shares as quoted by the Nasdaq National Stock Market reported for such date. Shares of Ordinary Shares held by each officer and director and by each person who owns 5% or more of the outstanding Ordinary Shares have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

      As of February 28, 2003, there were 46,743,515 shares of the Registrant’s Ordinary Shares, $0.133 par value.

DOCUMENTS INCORPORATED BY REFERENCE

      Items 10-13 incorporate information by reference from the definitive proxy statement for the Annual Meeting of Shareholders to be held on or about June 27, 2003.

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SINA CORPORATION

INDEX

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

PART I

Item 1.     Business

Overview

      SINA Corporation (“SINA”, “We” or “the Company”), formerly known as SINA.com, is a leading online media company and value-added information service provider for China and the global Chinese communities. With a branded network of localized websites targeting greater China and overseas Chinese, we provide an array of services to our users including region-focused online portals, search and directory, interest-based and community-building channels, free and premium email, wireless short messaging, online games, virtual ISP, classified listings, e-commerce, e-learning and enterprise e-solutions. In turn, we generate revenue through advertising, fee-based services, e-commerce and enterprise services. With 66.1 million registered users worldwide at December 31, 2002, we believe SINA is the most recognized online brand in China and among Chinese communities world-wide.

      Our primary operation focus is in China where we generated 84% of our total revenues for the six months ended December 31, 2002. According to the January 2003 survey conducted by the China Internet Network Information Center (“CNNIC”), China currently has 59 million active Internet users, the second largest in the world. If this growth rate continues, China could surpass the United States and become the country with the largest Internet user base by 2005. As a leading online media company in China, SINA is expected to benefit directly from this tremendous growth rate as China’s economy continues to leap forward.

      Another area that has experienced tremendous growth in 2002 was the mobile phone market in China. As of December 2002, the number of mobile phone user in China exceeded 200 million, making China the country with the largest number of mobile phone users. According to the forecast by IDC, the total number of mobile phone users in China will reach 325 million by the end of 2005. During the year 2002, China mobile phone users sent a total of 95 billion short messages through their mobile phones. It is estimated that the total number of short messages to be sent through mobile phones in China will reach 148 billion in the year 2003. Over the past two years, we have leveraged our network of websites and our tremendous user base and have become a leading content service provider for the short messaging service (“SMS”) in China. Revenues from wireless short messaging service were one of the major drivers for our revenue growth in the past 18 months. In January 2003, we acquired Memestar Limited, a leading independent mobile value-added service provider in China to expand our customer base and product offerings for SMS.

      The year 2002 also saw the booming of the online game market in China where total market size for online game reached $120 million and it is expected that the market size will double in the year 2003. In

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      Over the past 18 months, we have successfully transformed SINA from a pure Internet portal relying almost exclusively on online advertising to a company with multiple and sustainable revenue streams. For the six months ended December 31, 2002, non-advertising revenues accounted for 40% of our total revenues, up from 20% for the same period in 2001.

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

Properties and Services

     SINA Portal Network

      Our portal network consists of four destination web sites dedicated to users in greater China including mainland China (www.sina.com.cn), Taiwan (www.sina.com.tw), Hong Kong (www.sina.com.hk), and overseas Chinese in North America (www.sina.com). Each of our destination sites consists of Chinese-language content organized into interest-specific channels, extensive community and communication services and sophisticated web navigation capability through SINA Search and Directory services. As of December 2002, SINA has over 66.1 million registered users, or SINA Netizens.

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

     SINA News

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

     SINA Sports

      SINA Sports provides access to up-to-the-minute news, real-time statistics and scores, text broadcast programming, local and global coverage. SINA Sports channel has long been recognized as the leading online sports channel in China. SINA was the official site of China’s Olympic team for the 2000 Sydney games. In 2002, SINA was chosen as the official site of China’s World Cup team. In December 2002, we entered into a strategic alliance for online marketing with NIKE and our sports channel was renamed the NIKE-SINA Sports channel. Under the co-brand alliance, NIKE and SINA work together, both online and offline, to co-develop and market the Sports channel to sports fans in China.

     SINA Finance

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

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     SINA Entertainment

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

     SINA Education

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

     SINA e-Ladies

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

     SINA Health

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

     SINA Technology

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

     Community-Building Channels

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

     SinaMail

      SinaMail is our free email service. We operate one of the largest free email systems in China.

     SinaPager

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

     SinaChat and SinaForum

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

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     Club Yuan

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

     Advertising Services

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

      Our primary target client base for advertisers and sponsors consists of global corporations doing business in Greater China and domestic companies in each of the regions we operate in, to which we sell from both our corporate and regional headquarters. Global corporations are typically Fortune 500 and 1000 companies with significant operations worldwide that employ a global approach to their branding, marketing and communications programs. Regional companies consist of medium to large companies that are focused on specific geographic as well as demographic markets, such as Asian-Americans or Taiwanese, and smaller companies whose markets are within a local territory, such as Beijing or Hong Kong. During the six months ended December 31, 2002, 731 clients advertised on our web sties. A partial list of our advertising clients includes: 999 Group, China Mobile, China Unicom, Charles Schwab, Dell, E*Trade, IBM, Johnson and Johnson, Legend, L’Oreal, Motorola, Nokia, Nike, Samsung, Scottstrade Securities, and TCL.

     Short Messaging Service

      In 2001, we initiated a number of fee-based premium services that we believe will offer incremental benefits to our users who wish to fully leverage our network. SINA was among the first group of companies to enter the short messaging service (SMS) market in China. As many mobile phones are able to display and send text in Chinese, SINA developed a suite of SMS that includes user-customized information subscription, personal greetings, customized mobile phone screen decoration, personalized ring tones, mobile dating service and wireless games. SINA provides an easy to use online platform through sms.sina.com.cn and, we generated $6.1 million in revenues from SMS in the six months ended December 31, 2002, compared to $1.0 million for the same period in 2001. In January 2003, we acquired Memestar, a leading independent mobile value-added service provider in China to expand our customer base and product offerings for SMS. Also in January 2003, we signed an agreement with Motorola to host Motorola’s official site wireless Internet in China. In February 2003, we announced a joint SMS service with Microsoft for MS Office XP in China.

     Premium Email

      We introduced our paid email service in China in August 2001 and have accumulated over 700,000 registered users for the service as of February 2003. Our paid email service provides features such as anti-virus software, junk mail filter, and unlimited attachment size for a small monthly fee.

     Online Games

      Our SINA Game channel has become one of the most popular websites in China and has provided us with an entry into the growing interactive gaming market. Through our strategic alliance with local online game publishers, we are working to become a leading partner for online game operators. Our alliances usually include arrangements for SINA to host servers and develop websites organized under the SINA Games platform that provide services such as software downloads, player reviews and forums. In January 2003, we

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     Access and Distribution

      Through a strategic alliance with Net263Group, an independent Internet service provider (“ISP”) in China, we provide a one-stop virtual ISP service that combines content and access for end users, and covers major Internet markets in China including Beijing, Shanghai and other large cities.

     SinaMall

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

     Listings

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

     Enterprise e-Solutions

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

     Software Products

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

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Strategic Relationships

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

     Content Partnerships

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

     Application and Service Partnerships

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

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

Technology Infrastructure

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

      Our servers run on RedHat Linux, FreeBSD, and Solaris platforms using Apache and Netscape servers. These servers are maintained at Qwest in Sunnyvale, California, China Telecom Corporation in China, Seednet and APOL in Taipei, Taiwan, as well as iAdvantage and NewT&T in Hong Kong. We believe that these hosting partners provide significant operating advantages, including an enhanced ability to protect our systems from power loss, break-ins and other potential external causes of service interruption. They provide continuous customer service, multiple connections to the Internet and a continuous power supply to our systems. In addition, we conduct online monitoring of all our systems for accessibility, load, system resources, network-server intrusion and timeliness of content. SINA’s mobile applications in China leverage the above web operation resources by utilizing the wireless infrastructure of China Mobile Communication Corporation and China Unicom Co., Ltd to provide mobile value-added services to SINA’s users.

Competition

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

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

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

Government Regulation and Legal Uncertainties

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

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

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

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

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

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

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

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

Intellectual Property and Proprietary Rights

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

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

Corporate Structure

      SINA Corporation (formerly known as SINA.com), a Cayman Islands company, is a holding company owning the following subsidiaries:

	•	Rich Sight Investment Limited, or RSIL, a Hong Kong company,
	•	SINA.com (Hong Kong) Limited, a Hong Kong company,
	•	SINA.com Online, a California corporation,
	•	SINA.com (B.V.I.) Ltd., a British Virgin Islands company,
	•	Memestar Limited, a British Virgin Islands company,
	•	Beijing SINA Information Technology Co. Ltd., a China company,
	•	Shanghai SINA Technology Service Co. Ltd., a China company,
	•	Star-Village.com (Beijing) Internet Technology Limited, a China company,
	•	Shanghai NC-SINA Information Technology Co. Ltd., a China company,
	•	Beijing SINA Internet Technology Services Co., Ltd., a China company,
	•	Shanghai SINA Online Information Technology Co., Ltd., a China company.
	•	Beijing SINA Interactive Advertising Co., Ltd. (“the Ad Company”), a China company controlled through business agreement, and
	•	Beijing SINA Internet Information Service Co., Ltd. (“the ICP Company”), a China company controlled through business agreement.

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

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

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      In November 2002, RSIL completed the acquisition of Shanghai Techur Technology Developing Co., Ltd. (“Techur”), an Internet and logistic software company providing Internet and Intranet based logistic software and online applications to shipping and export business in Eastern China. We changed the name of Techur to Shanghai SINA Technology Service Co. Ltd. In December 2002, we changed our name from SINA.com to SINA Corporation. In January 2003, Shanghai NC-SINA Information Technology Co. Ltd was formed as a joint venture company by us and NCsoft Corporation to engage in online game business in China. To expand our customer base and product offerings for SMS, we acquired Memestar, a leading independent mobile value-added service provider in China, in January 2003.

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      The diagram below illustrates our current operating structure:

      To comply with Chinese regulations, BSIT entered into agreements with two limited liability companies incorporated in China: Beijing SINA Interactive Advertising Co., Ltd. (the “Ad Company”) and Beijing SINA Internet Information Services Co., Ltd. (the “ICP Company”). The Ad Company is a Chinese advertising company that is 75% owned by Yan Wang, our president and 25% owned by BSIT. The ICP Company is a Chinese Internet content provider that is 30% owned by Daniel Mao, our chief executive officer, 30% owned by Yan Wang and 40% by four other employees of the Company. All individual shareholders of

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

Web Site Access to Our Periodic SEC Reports

      Our primary Internet address is www.sina.com. We make our periodic SEC Reports (Forms 10-Q and Forms 10-K) and current reports (Form 8-K) available free of charge through our web site as soon as reasonably practicable after they are filed electronically with the SEC. We may from time to time provide important disclosures to investors by posting them in the investor relations section of our web site, as allowed by SEC rules. Information contained on SINA’s web site is not part of this report or any other report filed with the SEC.

Employees

      As of December 31, 2002, we had 524 full-time employees, of whom 501 were employed outside the United States. From time to time we employ independent contractors to support our production, engineering, marketing, and sales departments. Our Chinese employees are members of a labor association that represents employees with respect to labor disputes and other employee matters. We have never experienced a work stoppage or a labor dispute that has interfered with our operations.

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Financial Information about Geographic Areas

      The following is a summary of our geographic operation:

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

Risk Factors

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

      We recorded a net income of approximately $0.9 million for the six months ended December 31, 2002. However, as of December 31, 2002, we had an accumulated deficit of approximately $114.5 million. We have only recently attained profitability and we cannot be certain to sustain profitability. If we do not sustain profitability, the market price of our ordinary shares may decline.

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

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

      Substantially all our revenue growth for the year ended December 31, 2002 was from the development of our fee-based Internet services consisting primarily of short messaging services, paid email service and subscription service. For the six months ended December 31, 2002 and the year ended June 30, 2002, our revenues from short messaging services accounted for 65% and 53%, respectively, of our total non-advertising revenues and we are deriving an increasing portion of our revenues from these services. If users do not adopt our fee-based Internet services for which there exist extensive competitions, at a sufficient rate, our revenues growth will be negatively affected.

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

      Our fee arrangements with CMCC and Unicom could change at any time due to the dominance of these two mobile service providers, the large number of providers of SMS, and the consequent power of the mobile service providers to dictate the terms of such fee arrangements. If CMCC and Unicom choose to increase such fee charges for providing service, our gross margin for SMS and our operating profitability will be negatively affected. Further if CMCC’s or Unicom’s systems encounter technical problems or they refuse to cooperate with us, our short messaging services may cease or be severely disrupted, which would have a significant and adverse impact on our operating results.

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

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

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

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

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

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

      We expect to derive a substantial percentage of our revenues from the greater China market. Changes in political or economic conditions in the region are difficult to predict and could adversely affect our operations or cause the greater China market to become less attractive to advertisers, which could reduce our revenues. We maintain a strong local identity and presence in each of the regions in the greater China market and we cannot be sure that we would be able to maintain effectively this local identity if political conditions were to change. Furthermore, many countries in Asia have experienced significant economic downturns since the middle of 1997, resulting in slower real gross domestic product growth for the entire region as a result of higher

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

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

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

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

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

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

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

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

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