Vote Required

Assuming a quorum is present, the election of each of the threetwo nominees as directors will require the affirmative vote of a majority of shares presentcast in person or representedcast by proxy at the Meeting. Unless marked otherwise where Charles Chao or Edward Wu is appointed as proxy, proxies received will be voted FOR the election of each of the threetwo nominees named below. In the event that additional persons are nominated for election as directors, thewhere Charles Chao and Edward Wu 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 names of the nominees are listed below.

Nominee Names

Yongji Duan

Recommendation of the Board

THE BOARD RECOMMENDS A VOTEFOR

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PROPOSAL NO. 2

ORDINARY RESOLUTION TO INCREASE THE NUMBER OF

Our current Articles of Association provide that the Share Capital of the Company is US$13,725,000 divided into 75,000,000 ordinary shares of US$0.133 each and 3,750,000 preference shares of US$1.00 each. The Board has unanimously proposed that the Share Capital of the Company be increased to US$23,700,000 divided into 150,000,000 ordinary shares of US$0.133 each and 3,750,000 preference shares of US$1.00 each. The shareholders are being asked to approve the following Ordinary Resolution in accordance with Cayman Islands law:

THAT the share capital of the Company be increased by US$9,975,000 to US$23,700,000 by creation of an additional 75,000,000 ordinary shares of US$0.133 each such that thereafter the share capital of the Company shall be divided into 150,000,000 ordinary shares of par value US$0.133 each and 3,750,000 preference shares of par value US$1.00 each.

The purpose of the proposed amendment is to authorize additional Ordinary Shares of the Company, thereby granting the Board the authority to issue additional Ordinary Shares in connection with our acquisition of assets, technologies and businesses that are complementary to our existing business to allow us to take advantage of market opportunities or otherwise respond to competitive pressures, in connection with the raising of additional funds to finance the activities of the Company, or otherwise. The Company has no such plans, proposals or arrangements, written or otherwise, at this time.

The proposed amendment may have the effect of impeding or frustrating persons seeking to effect a merger or to otherwise gain control of the Company even if such action would be favorable to the interests of the shareholders of the Company, if the newly authorized Ordinary Shares were issued to parties who might vote against such action. The Company does not intend to use the Shares in such a manner, nor would the Company engage in such use, unless its Board of Directors, in its business judgement, deemed such use to be in the best interests of the Company and the Company’s shareholders. The proposed amendment is not being made for such purpose and is not the result of the Company’s knowledge of any specific effort by someone to accumulate the Company’s securities or to obtain control of the Company by means of a merger, tender offer, solicitation in opposition to management or otherwise. In addition, at this time the Company does not have any plans to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.

Required Vote

Assuming a quorum is present, the approval of Proposal No. 2 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 Edward Wu is appointed as proxy, proxies received will be voted FOR Proposal No. 2.

Recommendation of the Board

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR PROPOSAL 2.

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PROPOSAL NO. 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The Audit Committee has recommended, and the Board has approved, the appointment of PricewaterhouseCoopers as our independent auditors for the current fiscal year which ends on December 31, 2003. PricewaterhouseCoopers has served as our independent auditors since May 20, 1999. In the event that ratification of this selection of accountants is not approved by a majority of the shares of ordinary shares voting at the Annual General Meeting in person or by proxy, the Board will review its future selection of auditors.

A representative of PricewaterhouseCoopers is expected to be present at the Annual General Meeting. This representative will have an opportunity to make a statement and will be available to respond to appropriate questions.

Required Vote

Assuming a quorum is present, the approval of Proposal No. 3 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 Edward Wu is appointed as proxy, their agesproxies received will be voted FOR Proposal No. 3.

Recommendation of the Board

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR PROPOSAL 3.

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MANAGEMENT

Executive Officers and Directors

The following table provides information with respect to our executive officers and directors as of SeptemberJune 30, 2002 and certain other information about them are set forth below:2003:

Yan Wanghas served as our Chief Executive Officer and director since May 2003. 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, our wholly-owned subsidiary. 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.

Daniel Chianghas served as a director since March 1999. He served as the President and Chief Executive Officer of Sinanet.com, an Internet content and services company, from June 1996 until it merged into SINA Corporation in March 1999. Mr. Chiang currently serves as our Chairman of the Board. Prior to joining Sinanet.com in June 1996, Mr. Chiang was the President of Trend Micro, Inc., an Internet virus protection and content security company, from December 1993 to May 1996. Mr. Chiang received an M.A. in Political Economy from University of Texas, Dallas and a B.A. in Diplomacy from National Cheng-Chi University in Taiwan.

Charles Chaohas served as our Chief Financial Officer since February 2001. 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.

Hurst Linco-founded and served as the Vice President of Business Development of Sinanet.com from May 1995 until it merged into SINA Corporation 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 has served as our Chief Operating Officer since June 2003. Mr. Lin holds an M.B.A. from Stanford University and a B.A. in Engineering from Dartmouth College.

Li-Cheng Changhas served as our Executive Vice President and Chief Marketing Officer since June 2003. Prior to June 2003, Mr. Chang held a number of positions with the Company including Senior Vice

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Pehong Chenhas served as a director since March 1999. Mr. Chen has been the Chief Executive Officer, President and Chairman of the Board of Broadvision, Inc., a software applications company, since May 1993. Prior to founding Broadvision, Mr. Chen was Vice President of MultiMedia Technology at Sybase, Inc., an enterprise software company, from 1992 to 1993. From 1989 to 1992, Mr. Chen founded and was president of Gain Technology, a multimedia software tools company, which was acquired by Sybase. He received a B.S. in Computer Science from National Taiwan University, an M.S. in Computer Science from Indiana University and a Ph.D. in Computer Science from the University of California at Berkeley.

     Yongji Duanhas served as a director since August 1997. 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 has also served as President and Chief Executive Officer of Stone Electronic Technology Limited, a diversified electronics and consumer products company, since 1990 and since May 2002 has served as the Chairman of the Company. 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.

Daniel Maohas served as a Director since June 2001. Previously, Mr. Mao served as our Chief Executive Officer from June 2001 to May 2003. Prior to June 2001, Mr. Mao has held a number of positions with the Company including Chief Operating Officer from March 1999 to June 1999 and September 1999 to June 2001, Acting Chief Financial Officer from September 1999 to November 1999, and Executive Vice President of Business and Corporate Development from June 1999 to August 1999. Mr. Mao also served as a director from October 1997 to March 1999. Prior to joining us as an officer in March 1999, Mr. Mao was Vice President of Walden International Investment Group, an international venture capital firm, from February 1994 to March 1999. Mr. Mao holds an M.S. in Engineering Economic Systems from Stanford University and a B.S. in Computer Science from Jiaotong University in Shanghai, China.

Lip-Bu Tanhas served as oura director since March 1999. Mr. Tan is the Founder and Chairman of Walden International, an international venture capital firm.firm founded in 1984. Mr. Tan is currently a director of Creative Technology Ltd., a multimedia technology company, Occam Networks, Inc., a telecommunications company, Centillium Communications, Inc., a semiconductor company, Flextronics International Ltd., an electronics manufacturing services company, Integrated Silicon Solutions, Inc., a semiconductor company, and several other private companies. He holds an M.S. in Nuclear Engineering from the Massachusetts Institute of Technology, and an M.B.A. from the University of San Francisco. Mr. Tan received hisFrancisco and a B.S. from Nanyang University, Singapore. Mr. Tan is an advisory board member of Singapore Technopreneur 21 Committee under the Deputy Prime Minister of Singapore. He is also a member of the Visiting Committee for the Department of Electrical Engineering and Computer Science at the Massachusetts Institute of Technology.

     Ter Fung Tsaohas served as a director since March 1999. Mr. Tsao has served as Chairman of Standard Foods Corporation (formerly known as Standard Foods Taiwan Ltd.), a packaged food company, since 1986. Before joining Standard Foods Taiwan Ltd., Mr. Tsao worked in several positions within The Quaker Oats Company, a packaged food company, in the United States and Taiwan. Mr. Tsao received a B.S. in Civil Engineering from Cheng Kung University in Taiwan, an M.S. in Sanitary Engineering from Colorado State University, and a Ph.D. in Food and Chemical Engineering from Colorado State University.

Yichen Zhanghas served as a director since May 2002. Since June 2002, Mr. Zhang has been the Deputy Chief Executive Officer of CITIC Capital Markets Holdings Ltd, an investment banking firm. From March 2000 to May 2002, Mr. Zhang served as Executive Director of CITIC Pacific Ltd. From September 1996 to February 2000, he served as Managing Director-Debt Capital Markets for Merrill Lynch (Asia Pacific), Ltd., another investment banking firm. Mr. Zhang holds a B.S. in Computer Science and Engineering from the Massachusetts Institute of Technology.

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     Set forth below are the names of the Class I and Class II Directors, their ages as of September 30, 2002 and certain other information about them:

Class I Directors (Term Ending in 2003)

Yongji Duanhas served as a director since August 1997. 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 currently the Chairman of Stone Group Corporation. Mr. Duan has also served as President and Chief Executive Officer of Stone Electronic Technology Limited, a diversified electronics and consumer products company, since 1990 and since May 2002 has served as the Chairman of the Company. 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.

Daniel Maohas served as our Chief Executive Officer and a director since June 2001. Prior to June 2001, Mr. Mao has held a number of positions with the Company including Chief Operating Officer from March 1999 to June 1999 and September 1999 to June 2001, Acting Chief Financial Officer from September 1999 to November 1999, and Executive Vice President of Business and Corporate Development from June 1999 to August 1999. Mr. Mao also served as a director from October 1997 to March 1999. Prior to joining us as an officer in March 1999, Mr. Mao was Vice President of Walden International Investment Group, an international venture capital firm, from February 1994 to March 1999. Mr. Mao holds an M.S. in Engineering Economic Systems from Stanford University and a B.S. in Computer Science from Jiaotong University in Shanghai, China.

Class II Directors (Term Ending in 2004)

Daniel Chiangserved as the President and Chief Executive Officer of Sinanet.com, an Internet content and services company, from June 1996 until it merged into SINA.com in March 1999. Mr. Chiang currently serves as our Chairman of the Board. Prior to joining Sinanet.com in June 1996, Mr. Chiang was the President of Trend Micro, Inc., an Internet virus protection and content security company, from December 1993 to May 1996. Mr. Chiang received an M.A. in Political Economy from University of Texas, Dallas and a B.A. in Diplomacy from National Cheng-Chi University in Taiwan.

Ter Fung Tsaohas served as a director since March 1999. Mr. Tsao has served as Chairman of Standard Foods Taiwan Ltd., a packaged food company, since 1986. Before joining Standard Foods Taiwan Ltd., Mr. Tsao worked in several positions within The Quaker Oats Company, a packaged food company, in the United States and Taiwan. Mr. Tsao received a B.S. in Civil Engineering from Cheng Kung University in Taiwan, an M.S. in Sanitary Engineering from Colorado State University, and a Ph.D. in Food and Chemical Engineering from Colorado State University.

There are no family relationships among any of the directors or executive officers of SINA.com.

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SINA Corporation.

Meetings and Committees of the Board of Directors

     During the last fiscal year (the period from JulyJanuary 1, 20012002 through June 30, 2002),December 31, 2002, the Board met four times. Each director attended at least 75% of all Board and applicable committee meetings during this time. The Board has a Compensation Committee, an Audit Committee and a Share Administration Committee.

     During the last fiscal year,2002, Pehong Chen and Lip BuLip-Bu Tan served as members of the Compensation Committee. The Compensation Committee held one meeting during this time. On April 23, 2003, Yongji Duan was appointed as an additional member of the last fiscal year.Compensation Committee. The Compensation Committee administers and grants stock options under the Company’s stock option plans to executive officers.

     During the last fiscal year,2002, Pehong Chen, Lip BuLip-Bu Tan and Ter Fung Tsao served as members of the Audit Comittee.Committee. The Audit Committee held four meetings during this time. On November 4, 2002, Yichen Zhang replaced Pehong Chen as a member of the last fiscal year.Audit Committee. The functions of the Audit Committee are to recommend the engagement ofappoint, compensate and oversee the independent public accountants, to monitoroversee the effectivenessaccounting and financial reporting processes, and the internal and external audits of the Company, to provide to the Board the results of its examinations and recommendations derived therefrom, to outline to the Board improvements made, or to be made, in internal accounting controls, to supervise the finance function of the Company (which will include, among other matters, the Company’s investment activities) to engage and compensate independent counsel and other advisors as it deems necessary to carry out its duties, to grant pre-approvals of audit effort,services and non-audit services, and to monitor ourprovide the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial and accounting organization and its system of internal accounting controls.matters which require Board attention. The Audit Committee has a written charter, which was includedamended in April 2003 and is attached as a part of the Company’s Proxy Statement for the 2001 Annual Shareholders’ Meeting and can be obtained through the EDGAR system at www.sec.gov.Appendix Ato this proxy statement.

     TheDuring 2002, the Share Administration Committee consistsconsisted of Daniel Chiang and Daniel Mao. The Share Administration Committee held twofour meetings during the last fiscal year.2002. The Share Administration Committee grants stock options to non-executive employees under the Company’s stock plans and makes recommendations to the Board regarding these matters.

     The Board does not have a nominating committee or a committee performing the functions of a nominating committee.

Director CompensationRATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     Except for reimbursement for reasonable travel expenses relating to attendance at board meetingsThe Audit Committee has recommended, and the grantBoard has approved, the appointment of stock options,PricewaterhouseCoopers as our directors, other than Daniel Chiang, areindependent auditors for the current fiscal year which ends on December 31, 2003. PricewaterhouseCoopers has served as our independent auditors since May 20, 1999. In the event that ratification of this selection of accountants is not currently compensated for their services as directors but our Articlesapproved by a majority of Association provide that they may be compensatedthe shares of ordinary shares voting at the discretionAnnual General Meeting in person or by proxy, the Board will review its future selection of the directors. Employee directors are eligibleauditors.

A representative of PricewaterhouseCoopers is expected to participate in our 1999 Stock Plan and 1999 Employee Stock Purchase Plan. Our non-employee directors are eligible to participate in our 1999 Directors’ Stock Option Plan (the“Directors’ Plan”). The Directors’ Plan provides for the grant to nonemployee directors of: (1) a nonstatutory share option to purchase 37,500 ordinary shares on the date on which a nonemployee becomes a member of our board of directors, and (2) an additional nonstatutory share option to purchase 15,000 shares on the date of the shareholders’ meeting for each board member who has served on the board for at least six months.

     Pursuant to the Directors’ Plan, on April 12, 2000, each of the non-employee directors including Pehong Chen, Yongji Duan, Lip Bu Tan and Ter Fung Tsao received an option to purchase 37,500 ordinary shares of SINA.com at an exercise price of $17.00 per share, and on May 8, 2002, Yi-Chen Zhang received an option to purchase 37,500 ordinary shares of SINA.com at an exercise price of $1.50 per share. These options vested fully upon grant. On November 27, 2001, Pehong Chen, Yongji Duan, Lip Bu Tan and Ter Fung Tsao each received an additional option to purchase 15,000 shares at $1.32 per share. On the date of this meeting, each of Pehong Chen, Yongji Duan, Lip Bu Tan, Ter Fung Tsao and Yi-Chen Zhang shall receive an additional option to purchase 15,000 sharesbe present at the then prevailing market price.

     Outside of the Directors’ Plan, our directorsAnnual General Meeting. This representative will have received the following grants. Mr. Chen was granted an non-qualified optionopportunity to purchase 110,000 shares of common stock of Sinanet.com in May 1998 under Sinanet.com’s 1997 Stock Plan, which was converted into an optionmake a statement and will be available to purchase 70,762 ordinary shares at an exercise price of $.23 per share as a result of our acquisition of Sinanet.com. These options became fully vested upon the closing of the acquisition.

     On August 31, 1999, Mr. Chiang, our Chairman of the Board, received an optionrespond to purchase 226,291 ordinary shares of SINA.com at an exercise price of $1.00 per share. This option vests in equal installments

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     In addition, on October 12, 1999, Mr. Chiang received an option to purchase an additional 150,000 ordinary shares of SINA.com at an exercise price of $7.33 per share. This option vested completely on August 31, 2000.

     On October 12, 1999, Yongji Duan, a director of SINA.com, received an option to purchase 75,000 ordinary shares of SINA.com at an exercise price of $7.33 per share. This option vests in equal installments over 48 months. Mr. Duan is allowed to exercise this option immediately, subject to repurchase by us at cost if Mr. Duan were to leave SINA.com.

     On June 17, 1999, Daniel Mao, a director and our Chief Executive Officer, received an option to purchase 900,000 ordinary shares of SINA.com at an exercise price of $0.67 per share. This option vests over a four-year period. On June 2, 2001, Mr. Mao received an option to purchase 375,000 ordinary shares of SINA.com at an exercise price of $1.74 per share that vested completely on June 1, 2002. On June 4, 2002, Mr. Mao received an option to purchase 2,000,000 ordinary shares of SINA.com at an exercise price of $1.68 per share. This option vests over a four-year period staring June 1, 2002.

     As compensation for services rendered as the Chairman of the Board, Mr. Chiang received $25,000 for fiscal year ended June 30, 1999, $129,333 for fiscal year ended June 30, 2000, $129,999 for fiscal year ended June 30, 2001 and $110,000 for fiscal year ended June 30, 2002.

Recommendation of the Board:appropriate questions.

THE BOARD RECOMMENDS A VOTEFOR

PROPOSAL NO. 2

SPECIAL RESOLUTIONS TO AMEND THE COMPANY’S ARTICLES OF ASSOCIATION AND TO CHANGE THE COMPANY’S NAME TO SINA CORPORATION

     Our current Articles of Association show the name of the Company as SINA.com. The Board has proposed that the name of the Company be changed to Sina Corporation. The shareholders are being asked to approve the following SPECIAL RESOLUTIONS in accordance with Cayman Islands law:

	(i) THAT the name of the Company be and is hereby changed to “Sina Corporation.”
	(ii) THAT the definition of “the Company” in Article 1 of the Articles of Association be and is hereby amended to read as follows:

	“‘the Company’ or ‘this Company’ shall mean Sina Corporation;”
	The purpose of the proposed amendment is to change the Company’s name to more clearly reflect its business operations. We have developed three distinct, yet inter-dependent business lines: SINA.com (our Internet media business, focusing on providing information and content to the internet users), SINA.net (our technology services business, focusing on providing Internet based technology solution and services to enterprises and governments) and SINA Online (our telecom access and subscription business, focusing on providing bundled access and content services to end users). Therefore, we feel SINA.com is no longer an appropriate name for the Company.

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Required Vote

     ApprovalAssuming a quorum is present, the approval of Proposal No. 2 as a special resolution requires3 will require the affirmative vote of not less than three-fourthsa majority of the outstanding shares of the Company entitled to votecast in person or cast by proxy at the Annual Meeting. Unless marked otherwise where Charles Chao or Edward Wu is appointed as proxy, their proxies received will be voted FOR Proposal No. 3.

Recommendation of the Board:

THE BOARD RECOMMENDS A VOTEFOR PROPOSAL 2.

PROPOSAL NO. 3

SPECIAL RESOLUTION TO AMEND THE COMPANY’S ARTICLES OF ASSOCIATION TO GRANT THE BOARD OF DIRECTORS THE AUTHORITY TO REPURCHASE SHARES IN THE CAPITAL OF THE COMPANY

     Our current Articles of Association provide that the Company shall have the authority to purchase or otherwise acquire any or all of its outstanding shares in the capital of the Company, provided that the manner of purchase is authorized by a resolution passed by the shareholders. The Board has proposed that it be granted the authority to direct the repurchase of shares of the Company’s shares, subject to certain restrictions, without obtaining shareholder approval of the manner of such repurchases. The purpose of this Repurchase Amendment is to provide the Company with more flexibility in the repurchase of its shares. For example, if the Board determines that it is appropriate to repurchase certain of its shares due to what the directors believe to be a short-term drop in the Company’s stock price, the Company may need to effect such repurchase quickly. This would not be possible under the Company’s current Articles of Association due to the need to obtain shareholder approval of the transaction. The shareholders are being asked to approve the following SPECIAL RESOLUTION in accordance with Cayman Islands law:

	THAT Article 6 of the Articles of Association be and is hereby amended to read as follows:
	“6.     Company may purchase and finance the purchase of own shares and warrants

	(a) Subject to the provisions of the Companies Law and subject as hereinafter in these Articles provided, the Board may from time to time, authorize the Company to repurchase all or any portion of the Shares held by any member provided that:

	(i) on any such repurchase the Board shall have the power to divide the whole or any part of the assets of the Company and appropriate such assets in satisfaction or part satisfaction of the repurchase price and any other sums payable on repurchase as is herein provided;
	(ii) no repurchase of part of the member’s holding of shares may be made if as a result thereof the member would hold fewer shares than such minimum number of shares as may from time to time be specified (either generally or in any particular case or cases) by the Board;
	(iii) subject as hereinafter in these Articles provided, the member shall not be entitled to withdraw an agreement duly made in accordance with these Articles;
	(iv) whenever any request for repurchase provides for the repurchase proceeds to be paid by telegraphic transfer or to a person other than the holder of the shares to be repurchased, the signature of the holder on such request and details of that bank account shall, unless the Board (or such other person duly appointed by the Board for this purpose) otherwise determines, be verified in such manner as the Board (or such person as aforesaid) may from time to time determine.

(b) Payment in respect of the repurchase of the relevant Shares shall be made to the member in United States dollars. Any amount payable to the member upon the repurchase of his Shares shall be payable within one month after the applicable repurchase date. Payment for shares repurchased hereunder shall be made in accordance with written instructions of the member by a cheque, draft, telegraphic transfer or other means of payment posted (at the risk of the member) or otherwise paid to

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	the member in the manner, and subject to the fulfillment of such conditions as may be, determined by the Board from time to time.
	(c) The Repurchase Price for each share shall be the closing price per share of the Company’s shares on the Nasdaq Stock Market rounded to the nearest US$0.01 (with US$0.005 being rounded up to US$0.01).
	(d) On a repurchase of a share:

	(i) the nominal or par value shall be redeemed out of profits of the Company or at the discretion of the Board in such other manner (including out of capital) as is permitted by the Companies Law; and
	(ii) the premium (if any) on such participating share shall be paid from the share premium account or out of profits of the Company or at the discretion of the Board in such other manner (including out of capital) as is permitted by the Companies Law.

(e) Upon the repurchase of a share being effected pursuant to these Articles the holder thereof shall cease to be entitled to any rights in respect of that share and accordingly his name shall be removed from the Register with respect thereto and such share shall be cancelled, but shall be available as a share for re-issue and until re-issue shall form part of the unissued share capital of the Company.”

The purpose of the proposed amendment is to grant the Board the authority to direct the repurchase of shares in the capital of the Company, subject to certain restrictions, without obtaining shareholder approval.

Required Vote

Approval of Proposal No. 3 as a special resolution requires the affirmative vote of not less than three-fourths of the outstanding shares of the Company entitled to vote at the Annual Meeting.

Recommendation of the Board:

THE BOARD RECOMMENDS A VOTEFOR PROPOSAL 3.

PROPOSAL NO. 4

SPECIAL RESOLUTION TO AMEND AND RESTATE THE COMPANY’S ARTICLES OF ASSOCIATION

     The amendments suggested in Proposal No. 2 and Proposal No. 3 above, if adopted, will result in changes to the Articles of Association of the Company. So that the Company may file a clean, consolidated version of the Articles of Association reflecting all of the changes that have been made by the shareholders, the Board has proposed that the Articles of Association be amended and restated to reflect those changes that have been adopted as set forth above, in the form that shall be presented to the shareholders by the Chairman at the Annual Meeting. Other than as described above in Proposal No. 2 and in Proposal No. 3, the Articles of

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     THAT the Articles of Association be and are hereby cancelled in their entirety and replaced by those Articles of Association tabled by the Chairman at the Annual Meeting and initialed by him for the purposes of identification.

Recommendation of the Board:

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFORPROPOSAL 4.3.

7

MANAGEMENT

PROPOSAL NO. 5Executive Officers and Directors

The following table provides information with respect to our executive officers and directors as of June 30, 2003:

Yan Wanghas served as our Chief Executive Officer and director since May 2003. 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, our wholly-owned subsidiary. 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.

Daniel Chianghas served as a director since March 1999. He served as the President and Chief Executive Officer of Sinanet.com, an Internet content and services company, from June 1996 until it merged into SINA Corporation in March 1999. Mr. Chiang currently serves as our Chairman of the Board. Prior to joining Sinanet.com in June 1996, Mr. Chiang was the President of Trend Micro, Inc., an Internet virus protection and content security company, from December 1993 to May 1996. Mr. Chiang received an M.A. in Political Economy from University of Texas, Dallas and a B.A. in Diplomacy from National Cheng-Chi University in Taiwan.

Charles Chaohas served as our Chief Financial Officer since February 2001. 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.

Hurst Linco-founded and served as the Vice President of Business Development of Sinanet.com from May 1995 until it merged into SINA Corporation 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 has served as our Chief Operating Officer since June 2003. Mr. Lin holds an M.B.A. from Stanford University and a B.A. in Engineering from Dartmouth College.

Li-Cheng Changhas served as our Executive Vice President and Chief Marketing Officer since June 2003. Prior to June 2003, Mr. Chang held a number of positions with the Company including Senior Vice

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Pehong Chenhas served as a director since March 1999. Mr. Chen has been the Chief Executive Officer, President and Chairman of the Board of Broadvision, Inc., a software applications company, since May 1993. Prior to founding Broadvision, Mr. Chen was Vice President of MultiMedia Technology at Sybase, Inc., an enterprise software company, from 1992 to 1993. From 1989 to 1992, Mr. Chen founded and was president of Gain Technology, a multimedia software tools company, which was acquired by Sybase. He received a B.S. in Computer Science from National Taiwan University, an M.S. in Computer Science from Indiana University and a Ph.D. in Computer Science from the University of California at Berkeley.

Yongji Duanhas served as a director since August 1997. 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 has also served as President and Chief Executive Officer of Stone Electronic Technology Limited, a diversified electronics and consumer products company, since 1990 and since May 2002 has served as the Chairman of the Company. 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.

Daniel Maohas served as a Director since June 2001. Previously, Mr. Mao served as our Chief Executive Officer from June 2001 to May 2003. Prior to June 2001, Mr. Mao has held a number of positions with the Company including Chief Operating Officer from March 1999 to June 1999 and September 1999 to June 2001, Acting Chief Financial Officer from September 1999 to November 1999, and Executive Vice President of Business and Corporate Development from June 1999 to August 1999. Mr. Mao also served as a director from October 1997 to March 1999. Prior to joining us as an officer in March 1999, Mr. Mao was Vice President of Walden International Investment Group, an international venture capital firm, from February 1994 to March 1999. Mr. Mao holds an M.S. in Engineering Economic Systems from Stanford University and a B.S. in Computer Science from Jiaotong University in Shanghai, China.

Lip-Bu Tanhas served as a director since March 1999. Mr. Tan is the Founder and Chairman of Walden International, an international venture capital firm founded in 1984. Mr. Tan is currently a director of Creative Technology Ltd., a multimedia technology company, Centillium Communications, Inc., a semiconductor company, Flextronics International Ltd., an electronics manufacturing services company, Integrated Silicon Solutions, Inc., a semiconductor company, and several other private companies. He holds an M.S. in Nuclear Engineering from the Massachusetts Institute of Technology, an M.B.A. from the University of San Francisco and a B.S. from Nanyang University, Singapore.

Ter Fung Tsaohas served as a director since March 1999. Mr. Tsao has served as Chairman of Standard Foods Corporation (formerly known as Standard Foods Taiwan Ltd.), a packaged food company, since 1986. Before joining Standard Foods Taiwan Ltd., Mr. Tsao worked in several positions within The Quaker Oats Company, a packaged food company, in the United States and Taiwan. Mr. Tsao received a B.S. in Civil Engineering from Cheng Kung University in Taiwan, an M.S. in Sanitary Engineering from Colorado State University, and a Ph.D. in Food and Chemical Engineering from Colorado State University.

Yichen Zhanghas served as a director since May 2002. Since June 2002, Mr. Zhang has been the Deputy Chief Executive Officer of CITIC Capital Markets Holdings Ltd, an investment banking firm. From March 2000 to May 2002, Mr. Zhang served as Executive Director of CITIC Pacific Ltd. From September 1996 to February 2000, he served as Managing Director-Debt Capital Markets for Merrill Lynch (Asia Pacific), Ltd., another investment banking firm. Mr. Zhang holds a B.S. in Computer Science and Engineering from the Massachusetts Institute of Technology.

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There are no family relationships among any of the directors or executive officers of SINA Corporation.

Meetings and Committees of the Board of Directors

During the period from January 1, 2002 through December 31, 2002, the Board met four times. Each director attended at least 75% of all Board and applicable committee meetings during this time. The Board has a Compensation Committee, an Audit Committee and a Share Administration Committee.

During 2002, Pehong Chen and Lip-Bu Tan served as members of the Compensation Committee. The Compensation Committee held one meeting during this time. On April 23, 2003, Yongji Duan was appointed as an additional member of the Compensation Committee. The Compensation Committee administers and grants stock options under the Company’s stock option plans to executive officers.

During 2002, Pehong Chen, Lip-Bu Tan and Ter Fung Tsao served as members of the Audit Committee. The Audit Committee held four meetings during this time. On November 4, 2002, Yichen Zhang replaced Pehong Chen as a member of the Audit Committee. The functions of the Audit Committee are to appoint, compensate and oversee the independent public accountants, oversee the accounting and financial reporting processes, and the internal and external audits of the Company, to provide to the Board the results of its examinations and recommendations derived therefrom, to outline to the Board improvements made, or to be made, in internal accounting controls, to supervise the finance function of the Company (which will include, among other matters, the Company’s investment activities) to engage and compensate independent counsel and other advisors as it deems necessary to carry out its duties, to grant pre-approvals of audit services and non-audit services, and to provide the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters which require Board attention. The Audit Committee has a written charter, which was amended in April 2003 and is attached asAppendix Ato this proxy statement.

     During 2002, the Share Administration Committee consisted of Daniel Chiang and Daniel Mao. The Share Administration Committee held four meetings during 2002. The Share Administration Committee grants stock options to non-executive employees under the Company’s stock plans and makes recommendations to the Board regarding these matters. Mr. Mao has been replaced on the Share Administration Committee by Yan Wang.

The Board does not have a nominating committee or a committee performing the functions of a nominating committee.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The Audit Committee has recommended, and the Board has approved, the appointment of PricewaterhouseCoopers as our independent auditors for the current fiscal year.year which ends on December 31, 2003. PricewaterhouseCoopers has served as our independent auditors since May 20, 1999. In the event that ratification of this selection of accountants is not approved by a majority of the shares of ordinary shares voting at the Annual General Meeting in person or by proxy, the Board will review its future selection of auditors.

     A representative of PricewaterhouseCoopers is expected to be present at the Annual General Meeting. This representative will have an opportunity to make a statement and will be available to respond to appropriate questions.

Required Vote

Assuming a quorum is present, the approval of Proposal No. 3 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 Edward Wu is appointed as proxy, their proxies received will be voted FOR Proposal No. 3.

Recommendation of the Board:Board

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFORPROPOSAL 5.3.

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MANAGEMENT

Executive Officers and Directors

The following table provides information with respect to our executive officers and directors as of June 30, 2003:

Yan Wanghas served as our Chief Executive Officer and director since May 2003. 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, our wholly-owned subsidiary. 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.

Daniel Chianghas served as a director since March 1999. He served as the President and Chief Executive Officer of Sinanet.com, an Internet content and services company, from June 1996 until it merged into SINA Corporation in March 1999. Mr. Chiang currently serves as our Chairman of the Board. Prior to joining Sinanet.com in June 1996, Mr. Chiang was the President of Trend Micro, Inc., an Internet virus protection and content security company, from December 1993 to May 1996. Mr. Chiang received an M.A. in Political Economy from University of Texas, Dallas and a B.A. in Diplomacy from National Cheng-Chi University in Taiwan.

Charles Chaohas served as our Chief Financial Officer since February 2001. 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.

Hurst Linco-founded and served as the Vice President of Business Development of Sinanet.com from May 1995 until it merged into SINA Corporation 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 has served as our Chief Operating Officer since June 2003. Mr. Lin holds an M.B.A. from Stanford University and a B.A. in Engineering from Dartmouth College.

Li-Cheng Changhas served as our Executive Vice President and Chief Marketing Officer since June 2003. Prior to June 2003, Mr. Chang held a number of positions with the Company including Senior Vice

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Pehong Chenhas served as a director since March 1999. Mr. Chen has been the Chief Executive Officer, President and Chairman of the Board of Broadvision, Inc., a software applications company, since May 1993. Prior to founding Broadvision, Mr. Chen was Vice President of MultiMedia Technology at Sybase, Inc., an enterprise software company, from 1992 to 1993. From 1989 to 1992, Mr. Chen founded and was president of Gain Technology, a multimedia software tools company, which was acquired by Sybase. He received a B.S. in Computer Science from National Taiwan University, an M.S. in Computer Science from Indiana University and a Ph.D. in Computer Science from the University of California at Berkeley.

Yongji Duanhas served as a director since August 1997. 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 has also served as President and Chief Executive Officer of Stone Electronic Technology Limited, a diversified electronics and consumer products company, since 1990 and since May 2002 has served as the Chairman of the Company. 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.

Daniel Maohas served as a Director since June 2001. Previously, Mr. Mao served as our Chief Executive Officer from June 2001 to May 2003. Prior to June 2001, Mr. Mao has held a number of positions with the Company including Chief Operating Officer from March 1999 to June 1999 and September 1999 to June 2001, Acting Chief Financial Officer from September 1999 to November 1999, and Executive Vice President of Business and Corporate Development from June 1999 to August 1999. Mr. Mao also served as a director from October 1997 to March 1999. Prior to joining us as an officer in March 1999, Mr. Mao was Vice President of Walden International Investment Group, an international venture capital firm, from February 1994 to March 1999. Mr. Mao holds an M.S. in Engineering Economic Systems from Stanford University and a B.S. in Computer Science from Jiaotong University in Shanghai, China.

Lip-Bu Tanhas served as a director since March 1999. Mr. Tan is the Founder and Chairman of Walden International, an international venture capital firm founded in 1984. Mr. Tan is currently a director of Creative Technology Ltd., a multimedia technology company, Centillium Communications, Inc., a semiconductor company, Flextronics International Ltd., an electronics manufacturing services company, Integrated Silicon Solutions, Inc., a semiconductor company, and several other private companies. He holds an M.S. in Nuclear Engineering from the Massachusetts Institute of Technology, an M.B.A. from the University of San Francisco and a B.S. from Nanyang University, Singapore.

Ter Fung Tsaohas served as a director since March 1999. Mr. Tsao has served as Chairman of Standard Foods Corporation (formerly known as Standard Foods Taiwan Ltd.), a packaged food company, since 1986. Before joining Standard Foods Taiwan Ltd., Mr. Tsao worked in several positions within The Quaker Oats Company, a packaged food company, in the United States and Taiwan. Mr. Tsao received a B.S. in Civil Engineering from Cheng Kung University in Taiwan, an M.S. in Sanitary Engineering from Colorado State University, and a Ph.D. in Food and Chemical Engineering from Colorado State University.

Yichen Zhanghas served as a director since May 2002. Since June 2002, Mr. Zhang has been the Deputy Chief Executive Officer of CITIC Capital Markets Holdings Ltd, an investment banking firm. From March 2000 to May 2002, Mr. Zhang served as Executive Director of CITIC Pacific Ltd. From September 1996 to February 2000, he served as Managing Director-Debt Capital Markets for Merrill Lynch (Asia Pacific), Ltd., another investment banking firm. Mr. Zhang holds a B.S. in Computer Science and Engineering from the Massachusetts Institute of Technology.

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There are no family relationships among any of the directors or executive officers of SINA Corporation.

Meetings and Committees of the Board of Directors

During the period from January 1, 2002 through December 31, 2002, the Board met four times. Each director attended at least 75% of all Board and applicable committee meetings during this time. The Board has a Compensation Committee, an Audit Committee and a Share Administration Committee.

During 2002, Pehong Chen and Lip-Bu Tan served as members of the Compensation Committee. The Compensation Committee held one meeting during this time. On April 23, 2003, Yongji Duan was appointed as an additional member of the Compensation Committee. The Compensation Committee administers and grants stock options under the Company’s stock option plans to executive officers.

During 2002, Pehong Chen, Lip-Bu Tan and Ter Fung Tsao served as members of the Audit Committee. The Audit Committee held four meetings during this time. On November 4, 2002, Yichen Zhang replaced Pehong Chen as a member of the Audit Committee. The functions of the Audit Committee are to appoint, compensate and oversee the independent public accountants, oversee the accounting and financial reporting processes, and the internal and external audits of the Company, to provide to the Board the results of its examinations and recommendations derived therefrom, to outline to the Board improvements made, or to be made, in internal accounting controls, to supervise the finance function of the Company (which will include, among other matters, the Company’s investment activities) to engage and compensate independent counsel and other advisors as it deems necessary to carry out its duties, to grant pre-approvals of audit services and non-audit services, and to provide the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters which require Board attention. The Audit Committee has a written charter, which was amended in April 2003 and is attached asAppendix Ato this proxy statement.

     During 2002, the Share Administration Committee consisted of Daniel Chiang and Daniel Mao. The Share Administration Committee held four meetings during 2002. The Share Administration Committee grants stock options to non-executive employees under the Company’s stock plans and makes recommendations to the Board regarding these matters. Mr. Mao has been replaced on the Share Administration Committee by Yan Wang.

The Board does not have a nominating committee or a committee performing the functions of a nominating committee.

Director Compensation

Except for reimbursement for reasonable travel expenses relating to attendance at board meetings and the grant of stock options, our directors, other than Daniel Chiang, are not currently compensated for their services as directors but our Articles of Association provide that they may be compensated at the discretion of the directors. Employee directors are eligible to participate in our 1999 Stock Plan and 1999 Employee Stock Purchase Plan. Our non-employee directors are eligible to participate in our 1999 Directors’ Stock Option Plan (the“Directors’ Plan”). The Directors’ Plan provides for the grant to nonemployee directors of: (1) a nonstatutory share option to purchase 37,500 ordinary shares on the date on which a nonemployee becomes a member of our Board of Directors, and (2) an additional nonstatutory share option to purchase 15,000 shares on the date of the shareholders’ meeting for each Board member who has served on the board for at least six months. On the date the Meeting, each of Pehong Chen, Yongji Duan, Lip-Bu Tan, Ter Fung Tsao and Yi-Chen Zhang shall receive an additional option to purchase 15,000 shares at the then prevailing market price.

     As compensation for services rendered as the Chairman of the Board, Mr. Chiang received $110,000 for the twelve-month period ending December 31, 2002.

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ORDINARY SHARESSHARE OWNERSHIP OF CERTAIN BENEFICIAL

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF

     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 SeptemberJune 30, 20022003 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 this Proxy Statement; and
	•	all our directors and executive officers as a group.

     Percentage of beneficial ownership is based on 45,924,77147,468,914 ordinary shares outstanding as of SeptemberJune 30, 2002,2003, together with options that are exercisable within 60 days of SeptemberJune 30, 20022003 for each shareholder. Beneficial ownership is determined in accordance with the rules of the SEC.

	*	Less than one percent of the outstanding ordinary shares.

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	(1)	ConsistsFor each named person, the percentage ownership includes ordinary shares which the person has the right to acquire within 60 days after June 30, 2003. However, such shares shall not be deemed outstanding with respect to the calculation of 9,476,524ownership percentage for any other person. Beneficial ownership calculations for 5% stockholders are based solely on publicly-filed Schedule 13D’s or 13G’s, which 5% stockholders are required to file with the SEC, and which generally set forth ownership interests as of December 31, 2002.
	(2)	Includes 8,706,524 shares held by Sun Stone Media Group Limited (“SSMG”). for whom Mr. Duan isserves as a director and 142,500 shares issuable upon exercise of SSMG.options exercisable within 60 days of June 30, 2003. Mr. Duan disclaims beneficial ownership of the shares in which he has no pecuniary interest. The address for SSMG is 11F/A 1110, Hanwei Plaza, No. 7, Guanghua Road, Beijing, People’s Republic of China.
(2)	(3)	Beneficial ownership calculation is based solely on a review of Schedule 13G filings made with the Securities and Exchange Commission. Such filings set forth beneficial ownership as of December 31, 2002.
	(4)	Represents the shares owned by the entities affiliated with Lip-Bu Tan, a director of SINA.com,SINA Corporation, as follows:

	•	532,734251,298 shares held by China Walden Venture Investments Ltd.
	•	157,54074,307 shares held by CWV Investment, L.P. (Mr. Tan is a director of and owns an interest in China Walden Management Ltd, which is a general partner of CWV Investments, L.P. and serves as fund manager for China Walden Venture Investments Ltd. The address for both entities is 1501 CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong).
	•	38,81918,359 shares held by InfoTech Ventures, Ltd.
	•	62,27229,338 shares held by WIIG Global Ventures Pte, Ltd. (Mr. Tan is a director of and owns an interest in Walden International Investment Group (S)Group(s) Pte. Ltd., which serves as a fund manager for these entities.InfoTech Ventures, Ltd. and WIIG Global Ventures Pte, Ltd. The address for both entities is One California Street, 28th Floor, San Francisco, CA 94111.396 Alexandra Road, #16-03 BP Tower, Singapore 119954.)

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	•	466,950220,245 shares held by Pacven Walden Ventures III, L.P.
	•	551,858260,342 shares held by Pacven Walden Ventures IV, L.P.
	•	10,6085,019 shares held by Pacven Walden Ventures IV Associates Fund, L.P. (Mr. Tan is a director of and owns an interest in Pacven Walden Management Co. Ltd., which is a general partner of the general partners of these entities.Pacven Walden Ventures III, L.P., Pacven Walden Ventures IV, L.P., and Pacven Walden Ventures IV Associates Fund, L.P. Address for these entities is One California Street, 28th Floor, San Francisco, CA 94111).
	•	68,40632,279 shares held by Seed Ventures II Limited. (Mr. Tan is a director of and owns an interest in Seed Ventures Management, which serves as a fund manager for this entity. The address for this entity is 396 Alexandria Road, #16-03 BP Tower, Singapore 119954).

Mr. Tan shares voting and investment power with respect to the shares held by the entities described above. He disclaims beneficial ownership of the shares in which he has no pecuniary interest. Also includes 11,547 shares held by a trust controlled by Mr. Tan. The address for Mr. Tan is c/o WIIG, One California Street, 28th Floor, San Francisco, CA 94111.

The 1,900,734 share total does not include 1,201,923Mr. Tan shares voting and investment power with respect to the shares held by CTI Ltd.,the entities described above. He disclaims beneficial ownership of the shares in which he has no pecuniary interest. Also includes 11,547 shares held by a wholly-owned subsidiary of Creative Technology Ltd. for whomtrust controlled by Mr. Tan serves as a director. The addressand 67,500 shares issuable upon exercise of CTI Ltd. is 31 International Business Park, Creative Resource, Singapore 609921.options exercisable within 60 days of June 30, 2003.

(3)	(5)	Includes 10,972 shares held by his wife, 375,000 shares held DEPM Investors, L.P. where Mr. Chiang and his wife serve as general partners, and 169,471 shares held by Fongnien Daniel Chiang 1999 Grantor Retained Annuity Trust. The 1,443,623 share total does not include 480,769Trust and 376,291 shares held by Trend Micro, Inc. where Mr. Chiang’s wife serves as a director and Chief Technology Officer.issuable upon exercise of options exercisable within 60 days of June 30, 2003.
(4)	Consists(6)	Includes 67,500 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003.
	(7)	Includes 583,332 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003.

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	(8)	Includes 6,251 shares subject to repurchase upon cessation of employment and 120,028 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003.
	(9)	Includes 43,732 shares held by a trust controlled by Mr. Chen. The address for Mr. Chen is c/o BroadVision, Inc., 585 Broadway, Redwood City, CA 94063.and 48,262 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003.

(10)	Includes 169,189 shares issuable upon exercise of options exercisable within 60 days of June 30, 2003.
(5)(11)	The 1,412,125 share total does not include 43,553Consists of 186,207 shares held by Standard Foodsissuable upon exercise of Taiwan, Ltd. and 354,675 shares held by Crosslink Technology Partners, LLC. Mr. Tsao is a directoroptions exercisable within 60 days of Standard Foods of Taiwan and Crosslink Technology Partners, LLC. His address is c/o Helen Hsiao, 8F, Suite 801, 136, Jean-Ai Road, SEC. 3, Taipei, Taiwan.June 30, 2003.
(6)(12)	Includes 131,250Consists of 52,500 shares subject to repurchaseissuable upon cessationexercise of employment.options exercisable within 60 days of June 30, 2003.
(7)(13)	Includes 37,501Consists of 1,822,739 shares subject to repurchaseissuable upon cessationexercise of employment.options exercisable within 60 days of June 30, 2003.

Except as otherwise indicated, the address of each person listed in the table is c/o SINA.com, VicwoodSINA Corporation, Room 1802, United Plaza, Rooms 1801-4, 18th Floor, 199 Des VoeuxNo. 1468 Nanjing West Road, Central, Hong Kong, and theShanghai 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.

EXECUTIVE OFFICERS OF REGISTRANT

The following table sets forth specific information regarding our executive officers, directors and other key employees and their ages as of September 30, 2002:

Daniel Maohas served as our Chief Executive Officer and Director since June 2001. Prior to June 2001, Mr. Mao has held a number of positions with the Company including Chief Operating Officer from March 1999 to June 1999 and September 1999 to June 2001, Acting Chief Financial Officer from September 1999 to November 1999, and Executive Vice President of Business and Corporate Development from June 1999 to

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Charles Chaohas served as our Chief Financial Officer since February 2001 and Executive Vice President since April 2002. From September 1999 to January 2001, Mr. Chao served as our Vice President, Finance. Prior to joining us, Mr. Chao served as an audit manager at PricewaterhouseCoopers, LLP, an accounting firm, from April 1998 to September 1999. From October 1995 to April 1998, he served as a senior auditor at PricewaterhouseCoopers, LLP. From September 1993 to October 1995, he served as a staff auditor at Arthur Anderson, 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.

Hurst Linco-founded and served as the Vice President of Business Development of Sinanet.com from May 1995 until it merged into SINA.com in March 1999. From March 1999 to April 2002, Mr. Lin served as our Vice President of Business Development. Mr. Lin has served as our General Manager of U.S. Operations since September 1999 and Executive Vice President of Global Business Development since April 2002. Mr. Lin holds an M.B.A. from Stanford University and a B.A. in Engineering from Dartmouth College.

Yan Wanghas served as our President since June 2001. Previously, he served as our General Manager of China Operations since September 1999 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, our wholly-owned subsidiary. 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.

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COMPENSATION OF EXECUTIVE OFFICERS

     The following table shows the compensation earned by (a) the individual who served as the Company’s Chief Executive Officer during the fiscal year ended June 30,Calendar 2002 and (b) the three other individuals who served as an executive officer of the Company during Calendar 2002 (collectively the “Named Executive Officers”). Information is also provided for the fiscal yearyears ended June 30, 2002;2000 and (c) the compensation received by each such individual during the preceding two fiscal years.June 30, 2001.

Summary Compensation Table

(1)	Mr. Mao ceased to be an employee of the Company as of May 2003.
(2)	The information for 2002 is provided for Calendar 2002, the twelve-month period ending December 31, 2002. Due to the Fiscal Year Change we are providing information for this period instead of for Fiscal 2002. Information for Fiscal 2002 can be found in our 2002 Proxy Statement.
(3)	Mr. Mao received this amount as a housing allowance.
(2)(4)	Mr. ChaoWang was appointed Chief Executive Officer of the Company in May 2003.
(5)	Mr. Wang received this amountthese amounts as a housing allowance.
(3)(6)	Mr. Chao received this amount as a tax reimbursement payment.
(4)(7)	Mr. Chao received this amount as a housing allowance.
(8)	The Company forgave a loan equal this amount as a bonus to Mr. Chao for his appointment as Chief Financial Officer.
(5)(9)	Mr. Wang received these amounts as a housing allowance.Lin was appointed Chief Operating Officer of the Company in June 2003.

Employment Agreements

     In connection with Mr. Mao’s cessation of duties as Chief Executive Officer in May 2003, in accordance with his employment agreement with the Company, the Company and Mr. Mao entered into an Agreement and Mutual Release pursuant to which Mr. Mao received the following severance benefits in connection with his termination and in consideration for his release of all claims against the Company: (1) Mr. Mao will be paid his then-current monthly salary of $25,000, and will continue to receive comparable health insurance benefits, through May 31, 2005; (2) The vesting of any unvested stock option or shares of restricted stock held by Mr. Mao as of the date he ceased to be the Chief Executive Officer will continue to vest through May 31, 2005 in accordance with existing vesting schedules related to such stock options or restricted stock;

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     We have entered into employment agreements with Daniel Mao, Charles Chao and Yan Wang.

     Mr. Mao is a party to an offer letter dated January 11, 1999. Pursuant to the offer letter, Mr. Mao was granted an option to purchase 900,000 ordinary shares of SINA.com. This option vests over a four-year period. Twenty-five percent (25%) of the shares subject to the option vest on the first anniversary of Mr. Mao’s employment date and the remainder vest ratably over the following three years on a monthly basis. This option, however, allowed him to exercise immediately, subject to repurchase by us at cost upon cessation of his employment. Under this agreement, the vesting of his options will accelerate by one year in the event that Mr. Mao’s employment is terminated by the Company.

     Mr. Mao is also a party to an Employment Agreement dated June 1, 2002 which provides, among other things, that Mr. Mao will receive certain severance benefits if he is terminated without cause or constructively terminated.

     Mr. Chao is a party to an Employment Agreement dated June 1, 2002 which provides, among other things, that Mr. Chao will receive certain severance benefits if he is terminated without cause or constructively terminated.

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     Yan Wang is a party to a Labor Contract entered into on September 23, 1999 and amended on April 6, 2000. The contract terminates on September 22, 2003. Under the contract, the Company and Yan Wang may only terminate the contract for limited, delineated reasons akin to cause. In addition, under the contract, Yan Wang agrees to transfer his interest in the entity that operates the Company’s website in China upon his termination to the Company, or group of employees selected by the Company.

Change of Control Agreements

     On November 27, 2000, the Company entered into change of control agreements with Daniel Mao, Yan Wang and Hurst Lin. On February 1, 2001 the Company entered into a change of control agreement with Charles Chao. In these agreements, the Company agreed to accelerate the vesting of all of these employees’ (or former employee, in the case of Mr. Mao) options upon a change of control in which the successor corporation does not assume such outstanding options. In addition, in connection with a termination without cause or resignation for good reason (as defined in the agreements) following a change of control, these employees will be entitled to a lump sum payment equal to their annual salary and projected bonus as well as a pro-rated amount of their bonus for the calendar or fiscal year of such departure.

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OPTION GRANTS IN LAST FISCALCALENDAR YEAR

     The following table sets forth certain information for the yeartwelve-month period ended June 30,December 31, 2002 with respect to grants of stock options to each of the Named Executive Officers. No stock appreciation rights were granted to the Named Executive Officers during the year ended June 30,Calendar 2002. All options granted by us during the year ended June 30,Calendar 2002 were granted under our 1999 Stock Plan and 1999 Executive Stock Option Plan. We granted options to purchase ordinary shares equal to a total of 2,339,3003,221,800 shares during the year ended June 30,Calendar 2002. Options were granted at an exercise price equal to the fair market value of our ordinary shares.

     These options have a term of 10 years, but are subject to earlier termination in connection with termination of employment. Optionees may pay the exercise price by cash, check, or delivery of already-owned ordinary shares in the capital of the Company. Options granted to the Named Executive Officers vest over a four-year term ratably on a monthly basis. For a discussion of treatment of certain options in the event of a change in control transaction, see the discussion under “Change of Control Agreements” above.

     Potential realizable values are net of exercise price before taxes, and are based on the assumption that our ordinary shares appreciates at the annual rate shown, compounded annually, from the date of grant until the expiration of the 10-year term. These numbers are calculated based on SEC requirements and do not reflect our projection or estimate of future stock price growth. The assigned 5% and 10% rates of stock appreciation are based on the fair market value of our ordinary shares of $1.75 on June 28, 2002. Actual gains, if any, on stock option exercises will be dependent on the future performance of our ordinary shares. Unless the market price of the ordinary shares appreciates over the option term, no value will be realized from the option grants made to executive officers.

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(1)	Information is provided for Calendar 2002, the twelve-month period ending December 31, 2002. Due to the Fiscal Year Change we are providing information for this period instead of for Fiscal 2002. Information for Fiscal 2002 can be found in our Proxy Statement for the 2002 Annual General Meeting of Shareholders.
(2)	Mr. Mao ceased to be an employee of the Company as of May 2003
(3)	Mr. Wang was appointed Chief Executive Officer of the Company in May 2003
(4)	Mr. Lin was appointed Chief Operating Officer of the Company in June 2003

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AGGREGATED OPTION EXERCISES IN LAST FISCALCALENDAR YEAR

     The following table provides certain information with respect to stock options exercised by the Named Executive Officers during the last fiscal yeartwelve-month period that ended on December 31, 2002. The table also provides the number of shares covered by stock options as of the end of the fiscal year,December 31, 2002, and the value of “in-the-money” stock options, which represents the positive difference between the exercise price of a stock option and the market price of the shares subject to such option at the end of the fiscal year.

on December 31, 2002. No stock appreciation rights (SARs) were outstanding during the last fiscal year.

(1)	Information is provided for Calendar 2002, the twelve-month period ending December 31, 2002. Due to the Fiscal Year Change we are providing information for this period instead of for Fiscal 2002. Information for Fiscal 2002 can be found in our Proxy Statement for the 2002 Annual General Meeting of Shareholders
(2)	Based on the $1.75$6.50 per share closing price of our ordinary shares on The Nasdaq Stock Market on June 28,December 31, 2002 less the exercise price of the options.
(3)	Mr. Mao ceased to be an employee of the Company as of May 2003
(4)	Mr. Wang was appointed Chief Executive Officer of the Company in May 2003
(5)	Mr. Lin was appointed Chief Operating Officer of the Company in June 2003

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Notwithstanding anything to the contrary set forth in any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate future filings, including this Proxy Statement, in whole or in part, the following Compensation and Audit Committee reports and the Stock Performance Graph which follows shall not be deemed to be incorporated by reference into any such filings.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     During fiscal yearthe twelve-month period ended June 30,December 31, 2002, the Compensation Committee of SINA.com’sour Board of Directors (the “Committee”) consisted of Mr. Pehong Chen and Mr. Lip-Bu Tan. The members of the Compensation Committee are independent non-employee directors.

     The following is a report of Committee describing the compensation policies applicable to the Company’s executive officers during the fiscal yeartwelve-month period ended June 30,December 31, 2002. The Committee is responsible for establishing and monitoring the general compensation policies and compensation plans of the Company, as well as the specific compensation levels for executive officers. It also administers the granting of options to executive employees under the Company’s stock option plans. plans.Executive officers who are also directors have not participated in deliberations or decisions involving their own compensation.

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General Compensation Policy

     Under the supervision of the Board of Directors, the Company’s compensation policy is designed to attract and retain qualified key executives critical to the Company’s growth and long-term success. It is the objective of the Board of Directors to have a portion of each executive’s compensation contingent upon the Company’s performance as well as upon the individual’s personal performance. Accordingly, each executive officer’s compensation package is comprised of three elements: (i) base salary which reflects individual performance and expertise, (ii) variable bonus awards payable in cash and tied to the achievement of certain performance goals that the Board of Directors establishes from time to time for the Company and (iii) long-term stock-based incentive awards which are designed to strengthen the mutuality of interests between the executive officers and the Company’s shareholders.

     The summary below describes in more detail the factors which the Board of Directors considers in establishing each of the three primary components of the compensation package provided to the executive officers.

Base Salary

     The level of base salary is established primarily on the basis of the individual’s qualifications and relevant experience, the strategic goals for which he or she has responsibility, the compensation levels at companies which compete with the Company for business and executive talent, and the incentives necessary to attract and retain qualified management. Base salary is adjusted each year to take into account the individual’s performance and to maintain a competitive salary structure. Company performance does not play a significant role in the determination of base salary.

Cash-Based Incentive Compensation

     Cash bonuses are awarded on a discretionary basis to executive officers on the basis of their success in achieving designated individual goals and the Company’s success in achieving specific company-wide goals.

Long-Term Incentive Compensation

     The Company has utilized its stock option plans to provide executives and other key employees with incentives to maximize long-term shareholder values. Awards under this plan by the Board of Directors take the form of stock options designed to give the recipient a significant equity stake in the Company and thereby closely align his or her interests with those of the Company’s shareholders. Factors considered in making such awards include the individual’s position in the Company, his or her performance and responsibilities, and internal comparability considerations.

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Each option grant allows the executive officer to acquire shares of ordinary shares at a fixed price per share (the fair market value on the date of grant) over a specified period of time (up to 10 years). The options typically vest in periodic installments over a four-year period, contingent upon the executive officer’s continued employment with the Company, although exceptions may be made when deemed necessary or appropriate. Accordingly, the option will provide a return to the executive officer only if he or she remains in the Company’s service, and then only if the market price of the ordinary shares appreciates over the option term. In addition to the stock option plans, executive employees are eligible to participate in the Company’s 1999 Employee Stock Purchase Plan.

Compensation of the Chief Executive Officer

     Daniel Mao iswas the Company’s Chief Executive Officer.Officer during Calendar 2002.

     The factors discussed above in “Base Salaries,” “Cash-Based Incentive Compensation,” and “Long-Term Incentive Compensation” were also applied in establishing the amount of Mr. Mao’s salary and stock option grant. Significant factors in establishing Mr. Mao’s compensation include his performance and responsibilities, and internal comparability considerations. Mr. Mao’s base salary for the fiscal year ending June 30,twelve-month period ended December 31, 2002 was $277,083.$289,583. Mr. Mao received $93,694$131,250 in cash-based incentive compensation based on

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     The Committee has considered the impact of Section 162(m) of the Internal Revenue Code adopted under the Omnibus Budget Reconciliation Act of 1993, which section disallows a deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for the CEO and four other most highly compensated executive officers, respectively, unless such compensation meets the requirements for the “performance-based” exception to Section 162(m). As the cash compensation paid by the Company to each of its executive officers is expected to be below $1 million and the Committee believes that options granted under the Company’s Executive Plan and 1999 Executive Stock Plan to such officers will meet the requirements for qualifying as performance-based, the Committee believes that Section 162(m) will not affect the tax deductions available to the Company with respect to the compensation of its executive officers. It is the Committee’s policy to qualify, to the extent reasonable, its executive officers’ compensation for deductibility under applicable tax law. However, the Company may from time to time pay compensation to its executive officers that may not be deductible.

	Compensation Committee:

     No member of the compensation committee serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee. See “Related Party Transactions” for a description of transactions between SINA.comthe Company and entities affiliated with the members of the compensation committee.