EX-99.(C)(2) 3 a2242505zex-99_c2.htm EX-99.(C)(2)

Exhibit (c)-(2)

Special Committee Discussion Materials SINA Corporation September 28, 2020 CONFIDENTIAL Exhibit (c)-(2)

 

Legal Disclaimer We prepared this document for the information of the members of the Special Committee (the “Committee” or “you”) of the Board of Directors of SINA Corporation (the “Company”) only in the context of the proposed acquisition by New Wave Holdings Limited (the “Proposed Transaction”) and, together with any oral information provided in connection with this document, it must be held by you in strict confidence. This document must not be photocopied or reproduced in any other electronic or physical form and must not be communicated, disclosed or distributed to any other person in whole or in part at any time except with our prior written consent. The purpose of this document is to assist you as your financial adviser in connection with the Proposed Transaction. In preparing this document, we: (i) used information obtained from the Company and public sources; (ii) assumed and relied upon, without independent verification, the accuracy and completeness of the information supplied or otherwise made available to us for the purposes of this document; (iii) assumed that the financial projections and other financial data relating to the Company have been reasonably and properly prepared on bases reflecting the best currently available estimates and judgments of the future financial performance of the Company as at the date of this document; (iv) not conducted any independent valuation or appraisal of the assets or liabilities of any company involved in any proposed transaction; and (v) not been provided with any such valuation or appraisal. Neither we, our affiliates nor any of our or their respective directors, officers, employees or agents (the “Morgan Stanley Group”) gives any representation or warranty, express or implied, as to: (i) the achievement or reasonableness of future projections, management targets, estimates, prospects or returns contained in this document, if any; or (ii) the accuracy or completeness of any information contained in this document, any oral information provided in connection therewith or any data that either generates. Furthermore, and without prejudice to liability for fraud, no member of the Morgan Stanley Group accepts or will accept any liability, responsibility or obligation (whether in contract, tort or otherwise) in relation to these matters. This document does not contain any advice and in connection hereto no member of the Morgan Stanley Group owes you any fiduciary duty. We reserve the right to alter or update this document as we see fit. You must not rely on this document in determining any course of action in relation to the Proposed Transaction or otherwise. Without prejudice to liability for fraud, each member of the Morgan Stanley Group disclaims any liability which may be based on this document, any errors herein and/or omissions herefrom. This document is not a financial opinion or recommendation by any member of the Morgan Stanley Group. Any views contained in this document are based on financial, economic, market and other conditions prevailing at the date hereof and we shall be under no obligation to update this document in the light of changes to such conditions or otherwise. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document is not a research report and was not prepared by the research department of the Morgan Stanley Group. This document is provided by Morgan Stanley & Co. Incorporated and/or certain of its affiliates, which may include Morgan Stanley India Company Private Limited, Morgan Stanley & Co. Limited, Morgan Stanley Bank AG, Morgan Stanley Bank International (Milan Branch), Morgan Stanley Saudi Arabia, Morgan Stanley South Africa (Pty) Limited, Mitsubishi UFJ Morgan Stanley Securities Co., Ltd, Morgan Stanley Asia Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc, Seoul Branch, Morgan Stanley Canada Limited and/or Morgan Stanley, S.V., S.A.U. Unless governing law or regulation permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. © Morgan Stanley and/or certain of its affiliates. All rights reserved. CONFIDENTIAL SINA CORPORATION 2

 

Table of Contents Section 1 Review of New Wave’s Offer 4 Section 2 Market Perspectives on SINA 7 Section 3 SINA Valuation Analysis 16 Section 4 Analysis of Potential Transaction Alternatives 38 CONFIDENTIAL SINA CORPORATION 3

 

SECTION 1 Review of New Wave’s Offer CONFIDENTIAL 4

 

Transaction Overview Transaction Overview • New Wave MMXV Limited (“New Wave”), a company incorporated in the British Virgin Islands and controlled by Mr. Charles Chao, Chairman and Chief Executive Officer of the Company (together, the “Buyer”), submitted a preliminary non-binding proposal on Jul 6, 2020 (the “Proposal”), proposing to acquire all the outstanding ordinary shares (the “Ordinary Shares”) of SINA Corporation (“SINA” or the “Company”) not already owned by the Buyer in a going private transaction by way of a merger under the Cayman law. The Buyer initially offered a proposed consideration of US$41.00 per Ordinary Share in cash (the “Indicative Offer”) • Through negotiations with the Special Committee, the Buyer subsequently increased its best and final offer price to US$43.30 per Ordinary Share (the “Final Offer”) – On a 100% fully-diluted equity basis, the Final Offer values the Company at approximately US$2.7Bn – This represents a premium of 23.6%, 28.6%, 25.0% and 17.2% to the volume-weighted average price (VWAP) during the last one, three, six and twelve months prior to the Proposal, respectively • The Buyer beneficially owns c.14.7% of the total outstanding ordinary shares and c.61% of the aggregate voting rights as of Sep 21, 2020(1) – The Buyer intends to roll-over all of its stake as part of the going private transaction and has stated that it does not intend to sell its shares to any third party • The Buyer has proposed to finance the transaction with a combination of debt (80.4% of the transaction value) personally guaranteed by the Buyer, rollover equity from the Buyer (14.7% of the transaction value), and new equity (4.9% of the transaction value) Source: Company filings, Company management projections, Capital IQ Notes: 1. Based on 59,733,728 Ordinary Shares outstanding as of Sep 21, 2020 and 7,944,386 ordinary shares held by New Wave and 820,689 ordinary shares directly held by Mr. Chao CONFIDENTIAL SINA CORPORATION REVIEW OF NEW WAVE’S OFFER 5

 

Key Cash & Debt Figures Transaction Matrix (US$MM, unless otherwise noted) 1H20 Cash and Cash Equivalents Weibo Senior Notes (Jul 8) - Proceeds 2,631 742 Senior Notes Convertible debt Short-term Bank Loan / Operating Lease Funding Debts Weibo Senior Notes (Jul 8) - Offering Price Litigation Reserve 795 890 83 108 750 126 US$MM, except for share price(s) and unless stated otherwise Minority (1) (4) (4) (3) (2) Share Price Premium / (Discount) to Share Price EV Net Cash Interest AV AV / EBITDA P / E US$MM US$MM US$MM US$MM US$ Last Trading L1M VWAP L3M VWAP L6M VWAP LTM VWAP 52W High 2020E 2021E 2020E 2021E 36.67 35.04 33.67 34.63 36.96 46.85 481 570 134 151 Reference 39.00 6.4% 11.3% 15.8% 12.6% 5.5% (16.8%) 2,391 (622) 4,161 5,930 12.3x 10.4x 17.8x 15.8x 39.50 7.7% 12.7% 17.3% 14.1% 6.9% (15.7%) 2,422 (622) 4,161 5,961 12.4x 10.5x 18.0x 16.0x 40.00 9.1% 14.2% 18.8% 15.5% 8.2% (14.6%) 2,453 (622) 4,161 5,991 12.5x 10.5x 18.3x 16.2x 40.50 10.4% 15.6% 20.3% 17.0% 9.6% (13.6%) 2,483 (622) 4,161 6,022 12.5x 10.6x 18.5x 16.4x 41.50 13.2% 18.5% 23.2% 19.8% 12.3% (11.4%) 2,545 (622) 4,161 6,084 12.6x 10.7x 18.9x 16.8x 42.00 14.5% 19.9% 24.7% 21.3% 13.6% (10.4%) 2,575 (622) 4,161 6,114 12.7x 10.7x 19.2x 17.0x 42.50 15.9% 21.3% 26.2% 22.7% 15.0% (9.3%) 2,606 (622) 4,161 6,145 12.8x 10.8x 19.4x 17.2x 43.00 17.3% 22.7% 27.7% 24.2% 16.3% (8.2%) 2,637 (622) 4,161 6,176 12.8x 10.8x 19.6x 17.4x 43.50 18.6% 24.2% 29.2% 25.6% 17.7% (7.2%) 2,668 (622) 4,161 6,207 12.9x 10.9x 19.9x 17.6x 44.00 20.0% 25.6% 30.7% 27.1% 19.0% (6.1%) 2,698 (622) 4,161 6,237 13.0x 10.9x 20.1x 17.8x 44.50 21.4% 27.0% 32.2% 28.5% 20.4% (5.0%) 2,729 (622) 4,161 6,268 13.0x 11.0x 20.3x 18.0x 45.00 22.7% 28.4% 33.6% 29.9% 21.8% (3.9%) 2,760 (622) 4,161 6,299 13.1x 11.1x 20.5x 18.3x 45.50 24.1% 29.9% 35.1% 31.4% 23.1% (2.9%) 2,791 (622) 4,161 6,330 13.2x 11.1x 20.8x 18.5x 46.00 25.4% 31.3% 36.6% 32.8% 24.5% (1.8%) 2,821 (622) 4,161 6,360 13.2x 11.2x 21.0x 18.7x 46.50 26.8% 32.7% 38.1% 34.3% 25.8% (0.7%) 2,852 (622) 4,161 6,391 13.3x 11.2x 21.2x 18.9x 47.00 28.2% 34.2% 39.6% 35.7% 27.2% 0.3% 2,883 (622) 4,161 6,422 13.3x 11.3x 21.5x 19.1x Source: Company management projections, Capital IQ Notes: 1. Last trading price (unaffected price) as of Jul 2, 2020 and VWAPs are prior to Indicative Offer announcement 2. Equity value calculated based on fully diluted shares outstanding calculated assuming stock options and RSUs (as of Sep 21, 2020) using treasury method Indicative Offer Final Offer 3. Minority interest in Weibo adjusted to its market value as of Sep 25, 2020 (based on fully diluted shares outstanding assuming stock options and RSUs (as of Jun 30, 2020) using treasury method) 4. Non-GAAP EBITDA / Net Income (Controlling) based on Company management projections on a consolidated basis CONFIDENTIAL SINA CORPORATION REVIEW OF NEW WAVE’S OFFER 6 43.30 18.1% 23.6% 28.6% 25.0% 17.2% (7.6%) 2,655 (622) 4,161 6,194 12.9x 10.9x 19.8x 17.6x 41.00 11.8% 17.0% 21.8% 18.4% 10.9% (12.5%) 2,514 (622) 4,161 6,053 12.6x 10.6x 18.7x 16.6x Relevant Net Debt / (Net Cash) (622) Total Debt 2,751 Total Cash (Excl. Restricted Cash) 3,373

 

SECTION 2 Market Perspectives on SINA CONFIDENTIAL 7

 

SINA Consolidated Last 5 Years Financial Overview Revenue US$MM Gross Profit US$MM 61.9% 65.6% 73.9% 78.6% 77.2% Total Margin 53.6% 42.6% 36.5% 49.5% 49.0% 64.0% Fintech Margin 33.1% 53.7% 55.2% 62.2% 59.5% 58.4% Portal Margin 17.1% CAGR 25% 14.8% 2.6% 70.3% 73.8% 79.8% 83.7% 81.1% Weibo Margin 1,670 1,656 2,108 2,163 55 132 111 207 35% 1,584 1,170 290 676 (11%) 545 62 341 38% 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 Weibo Portal Fintech % Growth Weibo Portal Fintech Adjusted EBITDA (1) US$MM Non-GAAP Net Income (Attributable to SINA) (2) US$MM 32.0% 30.9% 29.5% 13.1% 10.6% 10.8% 10.8% 20.1% 6.4% 11.2% 668 623 233 227 208 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 EBITDA % EBITDA Margin Net Income % Net Income Margin Source: Company filings Notes: 1. Adjusted EBITDA is calculated as the sum of non-GAAP EBIT and depreciation and amortization expenses for the given period. Non-GAAP EBIT excludes recognition of deferred revenue from Leju licenses, stock-based compensation expense, and goodwill and intangible impairments 2. Non-GAAP net income excludes recognition of deferred revenue from Leju licenses, stock based compensation, goodwill and intangible impairments, sale of investments, disposals, fair value changes in investments, and amortization of convertible debt cost CONFIDENTIAL SINA CORPORATION MARKET PERSPECTIVES ON SINA 8 109 56 507 207 98 61 1,429 1,411 2627 910 481 336 123 1,707 1,740 8811,031 75 320 1,141 304 652 478

 

SINA Consolidated Last 8 Quarters Financial Overview (cont’d) Revenue and YoY Growth(1) US$MM Gross Profit (1) US$MM YoY Growth 79.0% 78.1% 74.8% 75.9% 78.4% 76.1% 65.8% 73.5% Total Margin Fintech Margin Portal Margin Weibo Margin 25.5% 13.8% 9.1% (0.5%) 1.2% 4.5% (8.2%) (4.9%) Total (32.9%) (19.3%) 30.4% 42.8% 88.6% 184.8% 133.8% 63.8% Fintech 34.4% 47.3% 51.6% 47.8% 48.1% 57.8% 27.5% 27.1% (14.8%) (29.3%) (26.9%) (25.2%) (32.8%) (16.2%) (21.8%) (15.3%) Portal 59.1% 56.7% 53.8% 60.3% 54.1% 63.9% 51.9% 62.5% 43.8% 27.7% 14.1% 1.2% 1.6% (2.8%) (19.0%) (10.3%) Weibo 84.8% 82.8% 79.3% 81.0% 84.3% 80.7% 77.1% 83.6% 602 577 512 72 561 568 539 481 459 27 50 78 450 44 443 446 442 27 409 377 35 360 45 13 9 24 82 21 18 9 22 316 18Q3 18Q4 19Q1 19Q2 19Q3 19Q4 20Q1 20Q2 18Q318Q4 19Q1 19Q2 19Q3 19Q4 20Q1 20Q2 Weibo Portal Fintech Weibo Portal Fintech Adjusted EBITDA (2) US$MM Non-GAAP Net Income (Attributable to SINA) (3) US$MM 32.0% 32.2% 31.3% 13.9% 29.9% 30.8% 12.1% 11.9% 10.1% 10.1% 26.4% 27.0% 6.1% 6.8% 3.9% 15.8% 186 181 178 172 164 83 54 18Q3 18Q4 19Q1 19Q2 19Q3 19Q4 20Q1 20Q2 18Q3 18Q4 19Q1 19Q2 19Q3 19Q4 20Q1 20Q2 EBITDA % EBITDA Margin Net Income % Net Income Margin Source: Company filings Notes: 1. Segment numbers are presented before any inter-segment elimination adjustments 2. Adjusted EBITDA is calculated as the sum of non-GAAP EBIT and depreciation and amortization expenses of the given period. Non-GAAP EBIT excludes recognition of deferred revenue from Leju licenses, stock-based compensation expense, and goodwill and intangible impairments 3. Non-GAAP net income excludes recognition of deferred revenue from Leju licenses, stock based compensation expense, goodwill and intangible impairments, sale of investments, disposals, fair value changes in investments, and amortization of convertible debt cost CONFIDENTIAL SINA CORPORATION MARKET PERSPECTIVES ON SINA 9 685867 34 29 17 125 137 69 390 399 394 291 324 1 378 350 249 460 482 468 468 432 399 387 323

 

SINA Share Price Performance Up to Jul 2, 2020, the Last Trading Day Prior to Receipt of the Proposal (“Last Trading Day Prior to Offer”)(1) LTM Share Price Performance US$ Last Three Years Share Price Performance US$, Rebased to SINA’s Share Price on 7/3/2017 50 Offer Price $43.30 240 40 Global Peers +144% $36.67 200 30 20 160 Jul-19 Oct-19 SINA Feb-20 Jul-20 Offer Price Source: Capital IQ 120 China Peers (49%) Weibo (51%) Offer Price $43.30 SINA (57%) 80 40 0 Jul-17 Oct-17 Jan-18 Apr-18 Jul-18 Oct-18 Jan-19 Apr-19 Jul-19Oct-19Jan-20Apr-20 Jul-20 (2) China Peers (3) Global Peers SINA Weibo Offer Price Source: Capital IQ Notes: 1. One trading day prior to the receipt of preliminary proposal is Thursday, Jul 2, 2020 (Jul 3, 2020 is a public holiday in the U.S) 2. Market cap weighted average share price of Baidu, 58.com, Weibo, YY and Momo 3. Market cap weighted average share price of Facebook, Snap, Twitter, Pinterest and Line CONFIDENTIAL SINA CORPORATION MARKET PERSPECTIVES ON SINA 10

l

 

SINA Historical Trading Multiples Analysis Up to Jul 2, 2020(1), Based on Broker Consensus Estimates (Rolling Basis) NTM AV / EBITDA (2) (3) x 36 30 24 18 Offer Price: 11.9x LTM Avg: 11.3x L6M Avg: 11.2x Pre-Offer: 11.1x L3M Avg: 10.9x 12 6 0 Jul-17 Oct-17 Jan-18 Apr-18 Jul-18 Oct-18 Jan-19 Apr-19 Jul-19 Oct-19 Jan-20 Apr-20 Jul-20 NTM P / E (2) (4) x 40 35 30 25 Offer Price: 17.1x Pre-Offer: 14.5x LTM Avg: 14.0x L6M Avg: 13.3x L3M Avg: 12.9x 20 15 10 Jul-17 Source: Capital IQ Oct-17 Jan-18 Apr-18 Jul-18 Oct-18 Jan-19 Apr-19 Jul-19 Oct-19 Jan-20 Apr-20 Jul-20 Notes: 1. Last Trading Day Prior to Offer 2. Consensus estimates from Capital IQ based on rolling broker forecasts; offer price calculated based on offer price of $43.30 3. AV is calculated as market cap based on basic shares outstanding, plus net debt, and minority interest based on market value, all based on latest available data as of the trading date; trailing NTM EBITDA is the median of broker estimates from Capital IQ 4. Market cap is calculated as market cap based on basic shares outstanding; trailing NTM net income is the median of broker estimates from Capital IQ CONFIDENTIAL SINA CORPORATION MARKET PERSPECTIVES ON SINA 11

 

SINA Historical Trading Multiples Analysis (cont’d) Up to Jul 2, 2020(1), Comparison to Peers Based on Broker Consensus Estimates (Rolling Basis) NTM AV / EBITDA (2) (3) x 50 Weibo: 14.0x YY: 13.8x 58.com: 13.7x Baidu: 11.3x SINA: 11.1x Momo: 4.2x 40 30 20 10 0 Jul-17 Oct-17 Jan-18 Apr-18 Jul-18 Sina Oct-18 Jan-19 Apr-19 Jul-19 Oct-19 Jan-20 Apr-20 Jul-20 Weibo YY Momo 58.com Baidu NTM P / E (2) (4) x 80 YY: 23.2x Baidu: 19.0x 58.com: 17.5x Weibo: 15.0x SINA: 14.5x Momo: 7.0x 60 40 20 0 Jul-17 Oct-17 Jan-18 Apr-18 Jul-18 Oct-18 Weibo Jan-19 Apr-19 Jul-19 Oct-19 Baidu Jan-20 Apr-20 Jul-20 Sina YY Momo 58.com Source: Capital IQ Notes: 1. Last Trading Day Prior to Offer 2. Consensus estimates from Capital IQ based on rolling broker forecasts 3. AV is calculated as market cap based on basic shares outstanding, plus net debt, and minority interest based on market value, all based on latest available data as of the trading date; trailing NTM EBITDA is the median of broker estimates from Capital IQ 4. Market cap is calculated as market cap based on basic shares outstanding; trailing NTM net income is the median of broker estimates from Capital IQ CONFIDENTIAL SINA CORPORATION MARKET PERSPECTIVES ON SINA 12

 

SINA Trading Volume Analysis Up to Jul 2, 2020 (1) Jul 2 Price: US$36.67 Indicative Offer: US$41.00 Final Offer: US$43.30 LTM ADS Price Trading Range Volume (MM) Trading Statistics (MM Shares) % of Total Volume 200 100% Free Float 55.7 150 75% Volum Basic Shares Outstanding e: 59.5 100 50% LTM Total Volume 204.2 43 37 35 50 25% LTM Total Volume as % of Free Float(3) 25 367% 6 2 0 0% LTM Total Volume as % of TSO(2) 343% Price Range 26 - 28 (US$ / ADS) 28 - 30 30 - 32 32 - 34 Volume 34 - 36 36 - 38 38 - 40 40 - 42 42 - 44 44 - 46 46 - 48 Cumulative % of Total Volume SINA Trading Range and VWAP US$ / ADS 122.92 125.00 100.00 109.55 75.00 50.00 25.00 0.00 36.67 35.74 40.80 35.07 31.90 31.63 30.80 27.83 27.83 27.83 30.04 L3Y LTM L6M L3M % Final Offer Premium to VWAP % of TSO (2) % of Free Float (3) (38%) 17% 25% 29% 1,114% 343% 159% 71% 1,191% 367% 170% Max / Min 76% 75% Trading Volume Price Range VWAP Source: Capital IQ as of Jul 2, 2020 Notes: 1. Last Trading Day Prior to Offer 2. TSO defined as total ordinary shares outstanding, i.e. not inclusive of dilutive securities related to ESOP plans 3. Free float includes all outstanding ordinary shares, excludes those held by the Buyer CONFIDENTIAL SINA CORPORATION MARKET PERSPECTIVES ON SINA 13 70.0646.7144.52 42.39 36.97 34.63 33.67 19 1019 71 ~90% of Cumulative $43 ~75% of Cumulative Volume: $41

 

Broker Target Prices and Ratings Broker Ratings (1) As of Jul 2, 2020 • Most brokers maintain “hold” or “buy” ratings with median target price of US$37 per share Broker 1 5/25/2020 HOLD $37.00 N.A. Broker 2 5/22/2020 BUY $49.00 Broker 3 5/22/2020 HOLD $36.00 SoTP Broker 4 5/21/2020 HOLD $36.00 Broker 5 5/20/2020 HOLD $37.00 Broker 6 5/20/2020 BUY $39.00 Source: Bloomberg Notes: 1. Selection of major brokers which published next twelve month price target post Q1 2020 earnings up to Jul 2, 2020 CONFIDENTIAL SINA CORPORATION MARKET PERSPECTIVES ON SINA 14 Average $39.00 Median $37.00 BrokerReport DateCallTP ($)Valuation Methodology

 

Broker SoTP Valuation Analysis Price Notes: 1. Equity Investments include Leju and Tian Ge 2. Median of broker 3 and broker 8 only 3. Excluding Weibo’s net cash 4. Median of discount applied on all or Weibo 5. Calculated based on SINA’s ordinary shares outstanding of 65.4MM as of Mar 31, 2020 6. Based on latest report from the same broker CONFIDENTIAL SINA CORPORATION MARKET PERSPECTIVES ON SINA 15 Broker (Sorted by date for brokers that included SoTPWeiboNon-WeiboOtherSoTP ValueNet Cash valuation)Investments HoldCo Discount Equity ValueTarget Prior to Take-Private Proposal Broker 7 (5) (5/4/2020) Value of Stake$3,616MM$445MM--$4,060MM --40% on all $2,436MM$37 Valuation Method for the SegmentSoTPP/S Broker 5 (5/20/2020) Value of Stake$4,219MM$131MM$2,201MM $6,551MM $(22)MM (3) 61% on all $2,546MM$37 Valuation Method for the SegmentP/EP/E--Broker 2 (5/22/2020) Value of Stake$4,081MM----$4,081MM $257MM 25% on Weibo 50% on cash (6) $3,190MM$49 Valuation Method for the SegmentP/E Broker 3 (5/22/2020) Value of Stake$3,649MM$460MM$109MM (1) $4,218MM $373MM 45% on all $2,525MM$36 Valuation Method for the SegmentMarket capP/SMarket cap Post Proposal Broker 8 (7/6/2020) Value of Stake$4,285MM$435MM$144MM (1) $4,857MM $244MM 20% on all 50% on cash $3,989MM$57 Valuation Method for the SegmentMarket capP/SMarket cap Median$4,081MM$440MM$127MM (2) $4,218MM 40% (4) $2,546MM$37

 

SECTION 3 SINA Valuation Analysis CONFIDENTIAL 16

 

Company Management Projections Overview Revenue (1) US$MM Gross Profit (1) US$MM 70.2% 69.0% 67.4% 65.6% 64.2% 63.0% Total Margin Company management has advised that the projections are lower than broker consensus due to: 24.8% 25.7% 25.9% 25.9% 26.6% 26.6% Fintech Margin CAGR 3,414 62.6% 60.7% 60.5% 59.5% 58.0% 57.0% Portal Margin 3,155 • Slower recovery in advertising revenue given oversupply of inventory in the market The impact of COVID-19 to last longer than market expectations (V-shaped recovery) Shift in revenue mix to SINA Fintech business which have materially lower margins 79.1% 79.2% 79.4% 79.4% 79.7% 80.0% Weibo Margin 28.5% 2,641 2,395 2,151 2,025 1,893 155 162 (3.1%) 308 175 189 89 • 2,225 6.2% 2020E 2021E 2022E 2023E 2024E 2025E 2020E 2021E 2022E 2023E 2024E 2025E • Recent Broker Consensus (2) Recent Broker Consensus (2) Weibo Portal Fintech Weibo Portal Fintech Non-GAAP EBITDA (excluding SBC) (3) US$MM Non-GAAP Net Income (Attributable to SINA) US$MM 23.8% 23.8% 23.2% 22.9% 22.7% 22.5% 7.2% 7.0% 6.6% 6.5% 6.3% 6.3% 80 76 75 101 106 110 2020E 2021E2022E 2023E2024E 2025E 2020E 2021E 2022E 2023E 2024E 2025E Recent Broker Consensus (2) Recent Broker Consensus (2) Net Income % Margin EBITDA SBC % Margin Source: Company management projections, Broker research Notes: 1. SINA consolidated revenue / gross profit includes revenue / gross profit from Weibo, Portal, Fintech, SINA others (including email and mobile services) and group elimination 2. Based on broker reports that were published post the Q1 2020 earnings release on May 19, 2020 and that exclude share-based compensation expenses 3. Non-GAAP EBITDA is calculated as the sum of Non-GAAP EBIT and depreciation & amortization expenses, excluding share-based compensation CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 17 245 222 172 189 134 151 252 208 158 769 724 670 629 570 481 777 665 500 1,4901,6511,781243 288 76109146 114110106 1,3061,4381,534 100 1,609 94 1,693 1,779 1,965 1,754 1,565 2,888 1,081 911 729 2,123 564 423 169 2,027 2,124 182 1,650 182 1,815 1,933 2,570 2,332 2,143

 

China Online Advertising Market Overview • Digital advertising accounts for the lion share of China’s advertising expenditure and is expected to increase to more than 75% by 2024 at US$69Bn vs. current expenditure of US$52Bn or 65% of overall spend • Within online advertising, growth has taken a momentarily hit from COVID-19 in 2020, but largely expected to recover from 2021 onwards • According to management, Weibo is expected to grow in line with the overall online advertising spend in China • Among the various advertising channels, short-video is expected to experience exponential growth while growth for social networking is more moderate. Weibo is expected to capitalize on the current trend to expand its short-video segment China Advertising Expenditure by Type 2019: US$80Bn China Online Advertising Expenditure US$Bn 21.0% 18.4% Radio Outdoor 3.3% 6.0% Print 1.5% 16.1% 11.0% 6.6%6.2% 5.8% (0.2%) Digital 65.0% Television 24.2% 2017 2018 2019 2020E 2021E 2022E 2023E 2024E Ad Expenditure Growth Source: S&P Global China Internet Advertising by Channel % 100% 80% 60% 40% 20% 0% 2015 2016 E-commerce 2017 Online Video 2018 Social Networking 2019 2020E 2021E 2022E Search Portal Short Video (new since 2018) Other Source: iResearch CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 18 16 17 14 0 9 4 8 7 6 20 22 12 17 9 10 7 8 10 10 11 11 10 8 11 12 6 32 35 38 27 28 39 39 38 7 8 8 9 32 9 27 27 8 24 18 8 9 15 13 11 69 65 61 57 52 52 45 37

 

China Online Consumer Finance and Online Payment Overview • Online consumer finance is gravitating to large platforms with core competency – Rising credit risks due to COVID-19 outbreak may lead to further market share consolidation – Banks prefer to cooperate with platforms with client access and core technological competency • SINA’s fintech business including loan facilitation and online payment is expected to grow at CAGR of 28.5% during 20E – 25E, slightly higher than China 3rd party payment revenue CAGR of 26.2% during 18 – 23E, which could be attributable to it’s smaller size. SINA could benefit from its access to customers and continue gain shares through industry consolidation China 3rd Party Payment Revenue Size US$Bn 62.1% 55.3% 39.0% 30.0% 25.8% 19.3% 18.2% 2017 2018 2019 2020E 2021E 2022E 2023E Revenue Size Growth Source: PBOC, WIND CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 19 67 57 47 38 29 21 13

 

SINA Valuation Summary Implied SINA’s per Share Value US$ per share Implied Prem. / (Disc.) (%) to Unaffected Price Method Share Price Range Commentary / Assumptions Unaffected Price (Jul 2) Final Offer ($43.30) ($36.67) Historical Trading Range 1M VWAP 3M VWAP 6M VWAP 12M VWAP (9.4%) ~ (18.1%) ~ (24.1%) ~ (24.1%) ~ - % - % 21.4% 27.4% 1M Low - High / 1M VWAP ($35.04) 3M Low - High / 3M VWAP ($33.67) 6M Low - High / 6M VWAP ($34.63) 12M Low - High / 12M VWAP ($36.96) $30.04 $27.83 $27.83 Broker Estimates 0 Broker Estimates (1.8%) ~ 33.6% Low ($36) - High ($49) Target Prices Prior to Jul 2 / Median ($37) Comparable Companies 2020 AV/EBITDA(1) 2021 AV/EBITDA(1) 2020 P/E 2021 P/E (0.6%) ~ (4.0%) ~ (10.4%) ~ (12.6%) ~ 20.8% 21.3% 1.5% 0.9% Based on range of 12.0x ~ 13.0x Based on range of 10.0x ~ 11.0x Based on range of 15.0x ~ 17.0x Based on range of 13.0x ~ 15.0x 7.23 6.99 Precedent Transactions .29 RedChip Take-private Premia All US Targets Premia 9.9% ~ 24.2% ~ 19.4% 31.8% Based on US listed Cayman incorporated recent precedent transactions, 15~25% premia range to 1M VWAP Based on US listed deals 25th and 75th percentile premium, 30% ~38% premia range to 1M VWAP 5.55 .35 Sum-of-the-Parts SINA + Weibo DCF Only SINA + Weibo + LT Investments + HoldCo Discount SINA + Weibo(@Market)(2) + LT Investments + HoldCo Discount 3 91 55.67 11.9% ~ (22.2%) ~ (10.9%) ~ 38.8% 51.8% 37.1% Excludes Long-term investments / Pre-discount Includes Long-term investments / Post-discount (30%~45%) Includes Long-term investments / Weibo stake at current market price / Post-discount (30%~45%) $28.55 .26 LBO / Levered Recap $29.98 Hypothetical Leveraged Buyout Hypothetical Levered Recap (18.2%) ~ (0.2%) ~ 20.7% 8.4% 20-30% Target IRR, 9.0-13.0x Weibo AV/2025E EBITDA Exit PV of 21E Share Price / 14.0-16.0x P/E / 13.1% CoE / Dividend of $14.51 $39.74 $-$20.00 $40.00 $60.00 $80.00 Source: Capital IQ, Company management projections, Company filings Notes: 1. Aggregate Value (AV) to Equity Value (EV) adjustments include cash and short-term investments, total debt as of Jun 30, 2020 (including Weibo’s latest senior notes issued on Jul 8, 2020 (Debt US$750MM / Cash US$742MM (excl. underwriting discount)), litigation reserves (US$126MM) and minority interest (minority interest in Weibo adjusted to its market value as of Sep 25, 2020, based on fully diluted shares outstanding assuming stock options and RSUs (as of Jun 30, 2020) using treasury method) 2. US$3.3Bn representing share price ($32.54) of Weibo on Sep 25, 2020, multiplied by 101,778,958 shares of Weibo held by SINA CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 20 $33.21 $3 $3 6.67 6.67 $44.52 $46.71 $36.00 $36.46 $35.19 $49.0 $44.30 $44.48 $43.79 $32.85 $32.06 $3 $3 $40 $4 $41.0 $48 $50. $ $32.68 $50 $44.27 $36.58

 

 

Selection of Public Peers Selected China Internet Social and Content Companies Selected Global Internet Social and Content Companies peer given its scale and diversified business lines CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 21 We have considered but did not include Tencent as a We considered and referenced global social media peers including Facebook, Twitter, Snap, Pinterest and Line, but did not include them as peers within our analysis given differences in geographic focus and competitive dynamics Considerations•Similar internet content and social platforms focused on China •Primarily monetizing through online advertising (58.com, Baidu and Weibo) and virtual gifting (Momo, YY) •Similar internet content and social platforms, but with focus outside of China •Primarily monetizing through online marketing For Reference Only Primary

 

Public Peers’ Trading Statistics As of Sep 25, 2020 Trading Statistics of Selected Public Peers (1)(2)(3) Price (Local Currency) Market Cap (4) US$Bn AV (5) US$Bn AV/Sales AV/EBITDA P/E Company 2020E 2021E 2022E 2020E 2021E 2022E 2020E 2021E 2022E Baidu 123.79 44.6 34.4 2.2x 2.0x 1.8x 10.2x 8.3x 6.6x 16.3x 13.4x 10.9x Weibo 58.com (7) YY 32.54 7.5 6.8 4.1x 3.6x 3.3x 12.9x 10.8x 9.6x 15.3x 12.2x 10.9x 46.70 77.09 7.5 6.5 6.3 4.6 2.8x 1.3x 2.4x 1.1x 2.1x 1.0x 14.2x 18.9x 12.0x 11.9x 10.1x 9.2x 13.7x 21.4x 13.0x 13.9x 10.1x 11.1x Momo 13.83 3.1 1.6 0.7x 0.6x 0.5x 4.1x 3.3x 2.5x 8.2x 5.9x 4.7x Facebook 254.82 753.0 705.3 8.8x 7.1x 5.9x 17.5x 14.1x 11.6x 31.5x 24.8x 20.3x Snap 24.69 40.2 39.3 18.0x 12.9x 9.8x n.m. n.m. 47.9x n.m. n.m. 52.5x Twitter Pinterest 43.84 39.90 36.8 28.0 33.1 26.5 10.0x 18.1x 8.2x 13.3x 7.0x 10.2x 39.9x n.m. 27.6x n.m. 22.2x 69.1x n.m. n.m. 60.9x n.m. 46.6x 81.4x Line 5,370.00 12.6 13.0 5.5x 4.6x 3.8x n.m. 37.1x 20.7x n.m. n.m. 74.5x Source: Capital IQ, Company Filings Notes: 1. Calendarized to December year end 2. n.m. multiples are defined as either negative multiples or over 100x 3. SINA’s financials are based on management projections; other comparable peers based on broker consensus sourced from Capital IQ, adjusted for share-based compensation 4. Market capitalization includes all options outstanding using treasury method and restricted stock units 5. Aggregate value defined as market value plus total debt less cash and short term investments, adjusted for minority interests 6. Unaffected price as of Jul 2, 2020, 1 trading day prior to receipt of the take private proposal (Jul 3, 2020 is a public holiday in the U.S.) 7. Unaffected price as of Apr 1, 2020, 1 trading day prior to receipt of the take private proposal CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 22 Average12.1x9.2x7.3x28.7x26.3x34.3x31.5x42.8x55.1x Median10.0x8.2x7.0x28.7x27.6x22.2x31.5x42.8x52.5x Global Social & Content Platforms Average2.2x1.9x1.7x12.0x9.3x7.6x15.0x11.7x9.5x Median2.2x2.0x1.8x12.9x10.8x9.2x15.3x13.0x10.9x SINA (6)36.672.25.82.7x2.4x2.2x12.0x10.2x9.2x16.7x14.9x13.1x China Social & Content Platforms

 

Public Peers’ Operating As of Sep 25, 2020 Statistics Operating Statistics of Selected Public Peers (1)(2) Revenue (US$MM) Revenue Growth EBITDA Margin Net Income Margin Company 2020E 2021E 2022E 2020E 2021E 2022E 2020E 2021E 2022E 2020E 2021E 2022E Baidu 15,510 17,526 19,454 35.5% 13.0% 11.0% 21.8% 23.5% 26.8% 17.3% 18.2% 20.5% 58.com 2,227 2,638 2,987 2.2% 18.5% 13.2% 20.0% 19.9% 20.9% 20.3% 22.1% 23.3% Weibo 1,666 1,880 2,053 (5.7%) 12.8% 9.2% 31.8% 33.6% 34.5% 28.9% 32.4% 33.5% YY 3,667 4,120 4,694 4.1% 12.4% 13.9% 6.7% 9.4% 10.7% 8.6% 11.7% 13.6% Momo 2,221 2,531 2,890 (10.9%) 14.0% 14.2% 17.6% 18.9% 21.9% 17.3% 21.1% 23.4% Facebook 80,320 99,122 119,068 13.6% 23.4% 20.1% 50.3% 50.4% 51.2% 29.0% 30.1% 30.5% Snap 2,176 3,040 4,027 26.9% 39.7% 32.5% (7.1%) 9.2% 20.4% (13.0%) 4.7% 17.4% Twitter 3,304 4,064 4,732 (4.5%) 23.0% 16.5% 25.1% 29.5% 31.5% (22.0%) 14.4% 15.6% Pinterest Line 1,464 2,356 1,984 2,841 2,594 3,470 28.1% 9.4% 35.5% 20.6% 30.7% 22.2% 2.5% 1.2% 9.0% 12.3% 14.8% 18.1% 1.7% (10.7%) 8.1% (0.7%) 15.5% 4.7% Source: Capital IQ, Company Filings Notes: 1. Calendarized to December year end 2. SINA’s financials are based on management projections; other comparable peers based on broker consensus sourced from Capital IQ, adjusted for share-based compensation CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 23 Average 17,924 22,210 26,778 14.7% 28.4% 24.4% 14.4% 22.1% 27.2% (3.0%) 11.3% 16.8% Median 2,356 3,040 4,027 13.6% 23.4% 22.2% 2.5% 12.3% 20.4% (10.7%) 8.1% 15.6% Global Social & Content Platforms Average 5,058 5,739 6,416 5.0% 14.1% 12.3% 19.6% 21.0% 23.0% 18.5% 21.1% 22.9% Median 2,227 2,638 2,987 2.2% 13.0% 13.2% 20.0% 19.9% 21.9% 17.3% 21.1% 23.3% SINA 2,123 2,395 2,641 (1.4%) 12.8% 10.3% 22.7% 23.8% 23.8% 6.3% 6.3% 6.5% China Social & Content Platforms

 

Take-Private Premia Analysis Selected Take-Private Transactions of U.S. Listed Cayman-incorporated Chinese Companies with Definitive Merger Agreements Signed (2015 – Sep 28, 2020) (1) Initial Offer vs. Final Offer Price to 1M VWAP Premium (%) Transaction Size (2) (US$Bn) 1.0 3.3 0.7 3.6 1.2 1.6 1.0 0.7 10.6 0.7 0.7 1.3 5.4 1.1 4.6 1.1 3.2 0.9 0.5 1.1 8.5 Disc. to 12M High (%) (40%) (6%) (31%) (19%) (46%) (18%) (0%) (44%) (37%) (60%) (47%) (29%) (35%) (28%) (53%) (5%) (3%) (7%) (73%) (46%) (36%) 100% 80% 60% 46% 40% 26%27% 26% 26% 25%25% Median: 20% 13% 18% 10% 0% (20%) (40%) Initial Offer to 1M VWAP Premium Final Offer to 1M VWAP Premium Median Source: Company filings and Capital IQ Notes: 1. Excludes transactions where implied market cap given the offer price was less than US$500MM; excludes China Biologic Products (initial offer price to 1M VWAP premium of 20%) and Sogou (initial offer price to 1M VWAP premium of 79%) proposals as no definitive merger agreements signed as of Sep 28, 2020 2. Refers to implied market cap at initial offer price calculated based on the number of shares outstanding per latest quarterly filings CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 24 Perfect World (Jan-15) WuXi Pharma (Apr-15) CMGE (May-15) Mindray (Jun-15) E-House (Jun-15) Homeinns (Jun-15) Bona (Jun-15) iDreamSky (Jun-15) Qihoo (Jun-15) Dangdang (Jul-15) eLong (Aug-15) iKang (Aug-15) Youku Tudou (Oct-15) Trina (Dec-15) Qunar (Jun-16) Zhaopin (Feb-17) Nord Anglia Education (Apr-17) eHi Car (Jan-18) Changyou (Sep-19) Bitauto (Sep-19) 58.com (Apr-20) 81% 68% 51% 29%29%29%30% 22% 19%19%13% 14%18% 31%31% 18% 18%19%19% 18%18% 3% 6%5% 12% 12% 8% 11% (2%) (2%) (2%) (16%) (28%)

 

Premiums Paid for U.S. Transactions of $1Bn or More Public Targets (1)(2) All Transactions (3) 25-Year 25th to 75th Percentile: 30 – 38% S&P 500 (4) 60 450 400 50 350 45 45 44 40 300 34 33 250 29 29 30 28 200 20 150 100 10 50 0 0 ’96 ’98 ’00 ’02 ’04 ’06 ’08 ’10 ’12 ’14 ’16 ’18 ’20 Source: Refinitiv (formerly Thomson Reuters) as of Jul 30, 2020 Notes: 1. Includes announced bids for control of U.S. public targets with an aggregate value of $1Bn or more. Excludes terminated transactions, ESOPs, self-tenders, spin-offs, share repurchases, minority interest transactions, exchange offers, recapitalizations and restructurings. Includes transactions announced on or before Jun 30, 2020 2. Annual amounts based on mean of percentage premiums paid over unaffected stock price which is defined as stock price four wee ks prior to the earliest of the deal announcement; announcement of a competing bid; and market rumors 3. Includes all announced bids irrespective of consideration offered (i.e., includes all cash, all stock and hybrid bids). Excludes outliers 4. S&P 500 indexed to closing price on the last trading day of 1996 CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 25 39 39 40 38 35 34 36 36 35 33 31 32 30 3031 27 26

 

SINA Sum of the Parts Summary of SoTP Analysis US$MM, except for share price(s) and unless stated otherwise Analysis Low High Commentary SINA Standalone AV (DCF) A (327) – (281) AV from DCF valuation (WACC 8.8%~9.8% and winding up costs (166)MM ~ (116)MM) (+) SINA Standalone Net Debt (8) – (8) Net debt as of 1H 2020 including litigation reserve SINA Standalone EV (Excl. Long-term Investments ("LT Investments")) (334) – (289) C (+) SINA Standalone LT Investments 940 – 1,504 Based on estimated realizable valuation of LT Investments as summarized on p.32 Attributable Weibo AV (DCF) 2,571 – 3,131 Attributable AV from DCF valuation (WACC 11.2%~12.2% / PGR 2.5%~3.5%) B (+) Attibutable Weibo Net Cash (1H20) 280 – 280 SINA's attributable share (44.3%) of net cash as of 1H 2020 (including minority interest) Attributable Weibo EV (Excl. LT Investments) 2,851 – 3,411 Based on SINA's attributable share (44.3%) of estimated realizable valuation of LT Investments as summarized on p.33 C (+) Attributable Weibo LT Investments - – 375 30%~45% HoldCo discount range applied to SINA Standalone LT Investments and Attributable Weibo EV (-) HoldCo Discount (1,706) (1,587) D % HoldCo Discount Rate 45.0% – 30.0% Including LT Investments / Post-discount Basic Shares Outstanding (MM) 59.73 59.73 As of Sep 21, 2020 Dilutive Shares (MM) 1.59 1.59 Stock options / RSUs using treasury method (as of Sep 21, 2020) SINA Consol. EV (Excl. LT Investments / Pre-Discount) $ 41.03 – $ 50.91 SINA Consol. EV (Excl. LT Investments / Post-Discount) $ 20.11 – $ 34.22 Based on market value of SINA's stake in Weibo (market cap of $7.5Bn) as of Sep 25, 2020 Source: Company management projections, Company data, Capital IQ CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 26 SINA Consol. EV (Post-Discount)$28.55 – $55.67 SINA Consol. EV (Post-discount) (Attributable Weibo EV at Market Cap)$32.68 – $50.26 Fully-Diluted Shares Outstanding (MM)61.3261.32 Implied EV per Share SINA Consol. EV (Post-Discount)1,751 –3,414 SINA Consol. EV (Pre-Discount)3,456 –5,001 Attributable Weibo EV2,851 –3,786 SINA Standalone EV606 –1,215

 

Discounted Cash Flow Analysis – SINA Standalone A • Discounted cash flow analysis based on the following: – Valuation date as of Sep 30, 2020 – WACC mid-point of 9.3% based on CAPM method – Business winding up costs assumed including one-off winding up costs in 2025E and annual recurring wind down costs from 2026E – 2030E – 25.0% China corporate income tax rate applied on operating income of Fintech business(1) – Mid-year convention applied for discounting Discounted Cash Flow based on Company Management Projections Fiscal Year Ending December 31, US$MM Aggregate Value Sensitivity Analysis Valuation Summary US$MM Sum of Discounted UFCF Business Wind-up and Recurring Costs US$MM WACC One-off Wind-up Costs (191) (166) (141) (116) (91) (117) (186)(2) (+) Cash and ST Investment (-) Total Gross Debt 301 (309) (3) Equity Value Sensitivity Analysis (4) 1,222 (+) Long-term Investments US$MM WACC One-off Wind-up Costs (191) (166)(141) (116) (91) Source: Company management projections Notes: 1. 2. Tax expense (25% China corporate tax rate) on operating income from Fintech business PV of business winding up costs including one-off costs (US$141MM) in 2025E and recurring wind down costs(US$41MM) from 2026E – 2030E Included litigation reserves (US$126MM) Based on estimated realizable value of LT investments (median applied – p.32) 3. 4. CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 27 8.3% 8.8% 9.3% 9.8% 10.3% 863879896912929 871935 880942 887948 895910925940955 887903919 895926 903918933 911 Equity Value911 Equity Value (Excl. LT Investment)(311) Aggregate Value(303) 8.3% 8.8% 9.3% 9.8% 10.3% (351) (335) (318) (302) (286) (343) (279) (335) (272) (327) (266) (319) (304) (290) (275) (260) (327) (311) (295) (319) (288) (312) (296) (281) (303) 2020E 4Q20E 2021E 2022E 2023E 2024E 2025E Revenue 493 124 607 741 899 1,075 1,237 % Growth 19.4% N.A. 23.1% 22.1% 21.2% 19.6% 15.1% EBITDA (58) (15) (60) (55) (48) (29) (16) % Margin (11.8%) (11.8%) (9.8%) (7.4%) (5.3%) (2.7%) (1.3%) EBIT (77) (20) (80) (75) (67) (49) (36) % Margin (15.7%) (15.7%) (13.1%) (10.1%) (7.5%) (4.6%) (2.9%) (-) Tax (1) (2) (0) (2) (4) (6) (12) (16) NOPAT (79) (20) (82) (78) (73) (61) (52) (+) D&A 19 5 20 20 19 20 20 (+) Dec. (Inc.) in NWC 168 42 32 29 17 35 21 (-) Capex (12) (3) (11) (11) (11) (13) (15) Unlevered FCF 95 24 (41) (40) (48) (19) (26) Discounted Unlevered FCF 24 (38) (34) (38) (13) (17)

 

WACC Analysis – SINA Standalone A • Risk-free rate based on 10 Year US Treasury (Spot Rate) as of Sep 25, 2020 • SINA’s calculated weighted cost of capital (base case) is 9.3% per CAPM method on a standalone basis WACC Analysis – CAPM Method WACC Calculation Assumption Notes Base Low High Market Risk Premium (MRP) Morgan Stanley estimated market risk premium 6.0% 6.0% 6.0% Risk Free Rate (Rf) 10 Year US Treasury (Spot Rate) as of 9/25/2020 0.7% 0.7% 0.7% Levered Beta SINA's L5Y Beta based on regression 1.19 1.19 1.19 Sensitivity Adjustment +/-1.0% from base (1.0%) 1.0% Adjustments When Required: Spread between PRC 2030 Government USD Bond and 10 Year UST (Spot Rate) Country Risk Adjustment 2.4% 2.4% 2.4% Pre-tax Cost of Debt (KD) Weighted rate of existing interest-bearing debt 6.9% 6.9% 6.9% Tax Rate (t) China Qualified Corporate PRC Tax Rate 15.0% 15.0% 15.0% Based on optimal capital structure (comps median) Debt / Total Capitalization 19.4% 19.4% 19.4% Source: Capital IQ, Company filings CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 28 Weighted Average Cost of Capital (WACC) KE * E/(D+E) + KD * (1-t) * D/(D+E) 9.3% 8.5% 10.2% Post-tax Cost of Debt (KD) 5.8% 5.8% 5.8% Adjusted Cost of Equity (KE) 10.2% 9.2% 11.2% Cost of Equity (KE) Calculated using the Capital Asset Pricing Model 7.8% 6.8% 8.8%

 

Discounted Cash Flow Analysis – Weibo B • Discounted cash flow analysis Based on the following: – Valuation date as of Sep 30, 2020 – WACC mid-point of 11.7% based on CAPM method – Perpetual growth rate of 3% based on Weibo’s terminal year growth and China’s long-term inflation(1) – 15.0% China qualified corporate income tax rate – Mid-year convention for all cash flows – Assumed SINA’s diluted % stake in Weibo considering stock-based compensation • Implied equity value of $3,286MM attributable to SINA’s stake in Weibo • Weibo’s market cap: – Jul 2, 2020: $7.7Bn o 44.3% stake: $3.4Bn – Sep 25, 2020: $7.5Bn o 44.3% stake: $3.3Bn Discounted Cash Flow based on Company Management Projections US$MM Fiscal Year Ending December 31, Terminal Valuation Summary US$MM Attributable Aggregate Value Sensitivity Analysis US$MM WACC Perpetual Growth Rate 100% Attributable Weibo to SINA stake 2.0% 2.5% 3.0% 3.5% 4.0% Sum of Discounted UFCF Terminal Value 2,275 4,397 975 1,844 (+) Cash and ST Investment (-) Total Gross Debt (-) Minority interest 3,072 (2,442) 1 1,362 (4) (1,082)(4) (4) Attributable Equity Value Sensitivity Analysis US$MM 0 (+) Long-term Investments (3) 188 (4) 423 Perpetual Growth Rate WACC 2.0% 2.5% 3.0% 3.5% 4.0% Source: Company management projections Notes: 1. 2. 3. 4. China’s long-term inflation rate is 2.3% (Oxford Economics) Pro forma ownership stake taking account of stock-based compensations of Weibo Based on estimated realizable value of LT investments (median applied – p.33) Based on SINA’s current 44.3% stake in Weibo based on fully diluted share outstanding CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 29 10.7% 11.2% 11.7% 12.2% 12.7% 3,379 3,506 3,650 3,814 4,003 3,221 3,759 3,079 3,547 2,952 3,362 2,836 2,913 2,998 3,093 3,198 3,332 3,457 3,598 3,177 3,409 3,038 3,134 3,242 3,286 Equity Value 7,726 3,286 Equity Value (Excl. LT Investment) 7,303 3,099 Aggregate Value 6,672 2,819 10.7% 11.2% 11.7% 12.2% 12.7% 2,912 3,039 3,183 3,347 3,536 2,754 3,292 2,612 3,080 2,485 2,895 2,369 2,446 2,531 2,625 2,731 2,865 2,990 3,131 2,710 2,942 2,571 2,667 2,774 2,819 2020E 4Q20E 2021E 2022E 2023E 2024E 2025E Year Revenue 1,767 1,650 416 1,815 1,933 2,027 2,124 2,225 2,225 % Growth (6.6%) N.A. 10.0% 6.5% 4.9% 4.8% 4.7% EBITDA 540 136 629 684 718 753 785 785 % Margin 32.7% 32.7% 34.7% 35.4% 35.4% 35.4% 35.3% 35.3% EBIT 515 130 601 654 686 721 750 750 % Margin 31.2% 31.2% 33.1% 33.8% 33.9% 33.9% 33.7% 33.7% (-) Tax (77) (19) (90) (98) (103) (108) (113) (113) % Tax Rate 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% NOPAT 437 110 511 556 583 612 638 638 (+) D&A 25 6 28 30 32 32 35 35 (+) Dec. (Inc.) in NWC (17) (4) 13 (15) 13 (24) 13 13 (-) Capex (20) (5) (22) (24) (25) (26) (27) (27) Unlevered FCF 425 107 531 547 603 595 659 659 Discounted Unlevered FCF 106 489 451 446 394 391 4,397 Diluted SINA's Weibo Ownership % (2) 44.0% 43.6% 43.2% 42.8% 42.4% 41.9% 41.9% Diluted Attributable Discounted UFCF 46 213 195 191 167 164 1,844

 

WACC Analysis – Weibo B • Risk-free rate based on 10 Year US Treasury (Spot Rate) as of Sep 25, 2020 • Weibo’s calculated weighted cost of capital (base case) is 11.7% per CAPM method on a consolidated basis WACC Analysis – CAPM Method WACC Calculation Assumption Notes Base Low High Market Risk Premium (MRP) Morgan Stanley estimated market risk premium 6.0% 6.0% 6.0% Risk Free Rate (Rf) 10 Year US Treasury (Spot Rate) as of 9/25/2020 0.7% 0.7% 0.7% Levered Beta Weibo's L5Y Beta based on regression 1.65 1.65 1.65 Sensitivity Adjustment +/-1.0% from base (1.0%) 1.0% Adjustments When Required: Spread between PRC 2030 Government USD Bond and 10 Year UST (Spot Rate) Country Risk Adjustment 2.4% 2.4% 2.4% (1) Excess Cash Adjustment 0.5% 0.5% 0.5% Pre-tax Cost of Debt (KD) Weighted rate of existing interest-bearing debt 3.4% 3.4% 3.4% Tax Rate (t) China Qualified Corporate PRC Tax Rate 15.0% 15.0% 15.0% Debt / Total Capitalization Based on current capital structure 17.2% 17.2% 17.2% Source: Capital IQ, Company filings Notes: 1. Excess cash adjustment calculated as difference between implied cost of capital and cost of equity. Implied cost of capital calculated as difference between total equity cost and yield on excess net cash divided by aggregate operating business value, where yield on excess net cash equals cash interest multiplied by total cash less operating cash and debt, total equity cost equals cost of equity multiplied by equity value, and aggregate operating business value equals aggregate value plus operating cash. Operating cash assumed to be US$200MM per management guidance and excess net cash as of 2Q20 assumed to be US$430MM after adjusting for the senior notes issued on Jul 8, 2020 CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 30 Weighted Average Cost of Capital (WACC) KE * E/(D+E) + KD * (1-t) * D/(D+E) 11.7% 10.8% 12.5% Post-tax Cost of Debt (KD) 2.9% 2.9% 2.9% Adjusted Cost of Equity (KE) 13.5% 12.5% 14.5% Cost of Equity (KE) Calculated using the Capital Asset Pricing Model 10.6% 9.6% 11.6%

 

 

Discounted Cash Flow Analysis – Weibo (Sensitivity) B Sensitivity Analysis – Attributable Weibo EV per SINA Share (Pre-HoldCo Discount) (%p change meaning change in percentage points) Source: Company management projections CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 31 Mgmt. Case Operating Margin Improvement (2020E - 2025E Average %p Increase) Average Operating Margin (2020E - 2025E) 33.3% %p Increase / (Decrease) - % 29.3% 30.3% 31.3% 32.3% (4.0%) (3.0%) (2.0%) (1.0%) 33.3% - % 34.3% 35.3% 36.3% 37.3% 1.0% 2.0% 3.0% 4.0% Attributable Weibo EV per SINA Share $ 53.6 Inc. / (Dec.) in EV / SINA Share $ - $ 48.3 $ 49.6 $ 50.9 $ 52.3 $ (5.3) $ (4.0) $ (2.7) $ (1.3) $ 53.6 $ - $ 54.9 $ 56.3 $ 57.6 $ 58.9 $ 1.3 $ 2.7 $ 4.0 $ 5.3 Average Operating Margin %p Change Mgmt. Case SME ARPU (2020E - 2025E CAGR %p Increase) CAGR (2020E - 2025E) 1.7% %p Increase / (Decrease) - % (2.3%) (1.3%) (0.3%) 0.7% (4.0%) (3.0%) (2.0%) (1.0%) 1.7% - % 2.7% 3.7% 4.7% 5.7% 1.0% 2.0% 3.0% 4.0% Attributable Weibo EV per SINA Share $ 53.6 Inc. / (Dec.) in EV / SINA Share $ - $ 44.4 $ 46.5 $ 48.8 $ 51.1 $ (9.2) $ (7.0) $ (4.8) $ (2.5) $ 53.6 $ - $ 56.2 $ 58.8 $ 61.6 $ 64.6 $ 2.6 $ 5.3 $ 8.1 $ 11.0 SME ARPU CAGR %p Change Mgmt. Case No. of SMEs (2020E - 2025E CAGR %p Increase) CAGR (2020E - 2025E) 3.6% %p Increase / (Decrease) - % (0.4%) 0.6% 1.6% 2.6% (4.0%) (3.0%) (2.0%) (1.0%) 3.6% - % 4.6% 5.6% 6.6% 7.6% 1.0% 2.0% 3.0% 4.0% Attributable Weibo EV per SINA Share $ 53.6 Inc. / (Dec.) in EV / SINA Share $ - $ 44.3 $ 46.4 $ 48.7 $ 51.1 $ (9.3) $ (7.2) $ (4.9) $ (2.5) $ 53.6 $ - $ 56.2 $ 58.9 $ 61.8 $ 64.8 $ 2.6 $ 5.3 $ 8.2 $ 11.2 No. of SMEs CAGR %p Change Mgmt. Case Key Account ARPU (2020E - 2025E CAGR %p Increase) CAGR (2020E - 2025E) 3.2% %p Increase / (Decrease) - % (0.8%) 0.2% 1.2% 2.2% (4.0%) (3.0%) (2.0%) (1.0%) 3.2% - % 4.2% 5.2% 6.2% 7.2% 1.0% 2.0% 3.0% 4.0% Attributable Weibo EV per SINA Share $ 53.6 Inc. / (Dec.) in EV / SINA Share $ - $ 42.5 $ 45.1 $ 47.8 $ 50.6 $ (11.1) $ (8.5) $ (5.8) $ (3.0) $ 53.6 $ - $ 56.7 $ 59.9 $ 63.3 $ 66.9 $ 3.1 $ 6.3 $ 9.7 $ 13.3 Key Account ARPU CAGR %p Change Mgmt. Case No. of Key Accounts (2020E - 2025E CAGR %p Increase) CAGR (2020E - 2025E) 4.1% %p Increase / (Decrease) - % 0.1% 1.1% 2.1% 3.1% (4.0%) (3.0%) (2.0%) (1.0%) 4.1% - % 5.1% 6.1% 7.1% 8.1% 1.0% 2.0% 3.0% 4.0% Attributable Weibo EV per SINA Share $ 53.6 Inc. / (Dec.) in EV / SINA Share $ - $ 42.6 $ 45.2 $ 47.8 $ 50.7 $ (11.0) $ (8.4) $ (5.7) $ (2.9) $ 53.6 $ - $ 56.7 $ 59.9 $ 63.2 $ 66.7 $ 3.1 $ 6.3 $ 9.6 $ 13.1 No. of Key Accounts CAGR %p Change

 

Long-term Investments C SINA’s Non-Weibo Holdings Summary of Long-term Investments Public data as of Sep 25, 2020 US$MM Value Range Book Value as of 6/30/2020 Business Nature Investment Low High Valuation Rationale Autonomous driving Low: Book value as of Jun 30, 2020 High: Realizable value at 30% liquidity discount to most recent market value of US$1.2Bn in Sep 2019 (2) Tusimple 186 186 288 Low: Realizable value based on Sep 25, 2020 market cap and 8.3% ownership by SINA, with 30% monetization discount and 10% Daily Interactive (SZSE:300766) Online marketing (3) 179 89 179 withholding tax High: Book value as of Jun 30, 2020 Low: Book value as of Jun 30, 2020 High: Realizable value based on Sep 25, 2020 market cap and 19.8% ownership by SINA, with 50% monetization discount and 10% withholding tax (4) Show World (SHSE:600556) Online marketing 158 158 427 Low: SINA invested US$4MM in Apr 2018 High: Realizable value at 50% monetization discount to most recent market value of RMB8Bn (5) Ali Sports Sports 124 4 62 (6) Low: Realizable value at 30% monetization discount to most recent market value of US$1.67Bn and SINA’s 5.0% ownership High: Book value as of Jun 30, 2020 YF Life Insurance Insurance 103 58 103 Tiange (SEHK:1980) Social 78 28 28 Realizable value based on Sep 25, 2020 market cap and 23.8% ownership by SINA, with 10% stake sale discount SINA plans to write down the investment to zero (7) Yixia Tech Social 54 - - Leju (NYSE:LEJU) Real Estate 50 76 76 Realizable value based on Sep 25, 2020 market cap and 31.0% ownership by SINA, with 10% stake sale discount Others - 488 341 341 Realizable value at 30% liquidity discount to book value Broker Valuation (1) - 144 Brokers assign US$0 - 144MM for Leju and Tiange investments under equity investments methods for SoTP valuation Source: Public filings, Company management, Capital IQ, Crunchbase, IT Juzi, Technode Notes: 1. Selected brokers with SoTP valuation for SINA. Low end of nil implies that brokers do not assign value to SINA’s long-term investments in SoTP valuation 2. Based on reported last round valuation 3. 30% monetization discount reflects potential discounts to sell the large block on the market, with 8.3% stake represents 8.5 days trading based on LTM ADTV and 10% withholding tax is payable on any distribution of proceeds to offshore shareholders of SINA 4. Show World was listed via backdoor listing in December 2019 and the value of SINA’s 19.8% stake using L3M VWAP as of Sep 25, 2020 was RMB7.0Bn (US$1.0Bn). SINA’s stake is subject to a three-year lock up that expires in December 2022. Following the expiry of such lock-up any share disposal by SINA is subject to specific limits in any 90 day period. As a result, a 50% monetization discount is applied to its market value to reflect major liquidity and disposal constraints. 10% withholding tax is payable on any distribution of proceeds to offshore shareholders of SINA. There is however no assurance that such a stake can be sold in an orderly manner 5. The recent fundraising was lead by the founder on arm's length basis. 50% monetization discount reflects (1) potential liquid ity discounts, (2) uncertainty regarding the most recent fundraising valuation and (3) potential tax liabilities incurred upon disposal, if any 6. Based on equity value of MassMutual Asia at point of acquisition by Yunfeng Group in Aug 2017, which was subsequently renamed as YF Life Insurance. SINA owns 5% in MassMutual Asia. 30% monetization discount reflects (1) potential liquidity discounts and (2) potential tax liabilities incurred upon disposal, if any 7. Core assets of Yixia Tech has been transferred and it has no further product development or funding plan CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 32 Non-Weibo Subtotal1,4219401,504

 

Long-term Investments (cont’d) C Weibo Segment Summary of Long-term Investments Public data as of Sep 25, 2020 US$MM Value Range Book Value as of 6/30/2020 Business Nature Investment Low(1) High Valuation Rationale High: Realizable value at 30% discount to most recent market value of US$56Bn in Jul 2019 (2) Didi Ride sharing 142 - 260 Show World (SHSE:600556) Online marketing High: Realizable value based on Sep 25, 2020 market cap and 8.8% ownership by Weibo, with 50% monetization discount and 10% withholding tax (3) 95 - 190 Weibo plans to write down the investment to zero (4) Yixia Tech Social 75 - - Xiaoxiang Youpin E-commerce 71 - 50 Realizable value at 30% liquidity discount to book value Yunfeng Qitai Financial 69 - 49 Realizable value at 30% liquidity discount to book value Baoyin Consumer Finance Financial 58 - 40 Realizable value at 30% liquidity discount to book value Camera Tool Wuta-cam 50 - 35 Realizable value at 30% liquidity discount to book value Others - 320 - 224 Realizable value at 30% liquidity discount to book value Source: Public filings, Company management, Capital IQ, Crunchbase, IT Juzi, Technode Notes: 1. Low end for investments under Weibo is deemed to be zero due to limited ability of SINA to obtain value from Weibo’s long-term investments 2. Based on reported last round valuation 3. Show World was listed via backdoor listing in December 2019 and the value of SINA’s 19.8% stake using L3M VWAP as of Sep 25, 2020 was RMB7.0Bn (US$1.0Bn). Weibo’s stake is subject to a three-year lock up that expires in December 2022. Following the expiry of such lock-up any share disposal by Weibo is subject to specific limits in any 90 day period. As a result, a 50% monetization discount is applied to its market value to reflect major liquidity and disposal constraints. 10% withholding tax is payable on any distribution of proceeds to offshore shareholders of Weibo. There is however no assurance that such a stake can be sold in an orderly manner if at all 4. Core assets of Yixia Tech has been transferred and it has no further product development or funding plan CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 33 Weibo Subtotal880-847

 

SINA HoldCo Discount Analysis D Implied Trading Discount of SINA Market Cap Relative to Attributable Market Price of Stake in Weibo (1) Market Cap ($Bn) Discount (%) 18 0% (10%) 12 (20%) Jul 2, 2020: (30%) (30%) 6 L3Y Avg.: (35%) (40%) $3.4bn $2.4bn (50%) 0 Jul-17 Oct-17 Jan-18 Apr-18 Jul-18 Oct-18 Jan-19 Apr-19 Jul-19 Oct-19 Jan-20 Apr-20 Jul-20 SINA Market Cap SINA Stake in Weibo SINA Market Cap Discount to Value of Stake in Weibo (%) Implied Trading Discount of SINA Market Cap Relative to Attributable Market Price of Stake in Weibo and its Long-Term Investments (1)(2) 18 0% (20%) 12 (40%) L3Y Avg.: (47%) Jul 2, 2020: (54%) (60%) 6 (80%) $5.7bn (100%) $2.4bn (120%) 0 Jul-17 Oct-17 Jan-18 Apr-18 Jul-18 Oct-18 Jan-19 Apr-19 Jul-19 Oct-19 Jan-20 Apr-20 Jul-20 SINA Market Cap SINA Stake in Weibo + LT Investments SINA Market Cap Discount to Value of Stake in Weibo + LT Investments (%) Source: Capital IQ Notes: 1. 2. Long-term investments measured at book value Assuming SINA’s market cap is fully attributable to the sum of a) the stake SINA held in Weibo and b) SINA’s long-term investments (only including portion of Weibo’s long-term investments that is attributable to SINA based on SINA’s ownership), i.e. SINA’s other business contributes zero to SINA CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 34

 

HoldCo Discount in Select Asia Pacific Conglomerates D The Median HoldCo Discount for Asia Pacific Conglomerates is 32% Equity Value (US$MM) Broker SoTP Theoretical Value Implied Market Cap Based on Target Price HoldCo Discount (%) Company Name Business Segments Broker Report Date Broker 1 7/27/2020 42,036 33,833 (20%) CK Hutchison / CK Infrastructure, Power Assets, TPG Telecom, Hutchison Telecom Mobile Telecommunications / Data Services / Mobile Broadband Broker 2 7/30/2020 46,967 30,580 (35%) Fosun / Fosun Tourism, New China Life, Amneal Pharma Travel / Insurance / Asset Management Broker 3 8/27/2020 22,049 16,096 (27%) Broker 4 5/28/2020 172,010 107,506 (38%) Naspers / Tencent E-commerce / Internet Broker 5 7/7/2020 192,643 135,444 (30%) Broker 2 8/14/2020 197,918 128,647 (35%) Source: Broker reports CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 35 Median (32%) Average (31%)

 

Hypothetical Leveraged Buyout Analysis Key Assumptions Sources and Uses Deleveraging Profile (4) • • Entry Date: Sep 30, 2020 Offer Price: $43.30 per share as provided in the merger agreement Transaction Fee: 2% of total uses (excl. transaction fee) Refinancing: SINA standalone debt of $183MM (excl. litigation reserves) Debt Financing: Senior debt of $1.1Bn with interest rate of L + 350bps – 6.0x 2020E Attributable EBITDA of $179MM – Pro forma Attributable net debt / EBITDA (1) of 4.3x – Assumed dividends from Weibo (60% payout ratio) to SINA with 10% withholding tax to cover debt servicing Excess Cash Assumptions: $151MM – SINA standalone cash & ST investments excluding minimum cash of $150MM Exit Assumptions: Exit in 2025 year end at 9.0x – 13.0x EBITDA – Weibo equity value attributable to SINA calculated based on fully diluted ownership of 41.9% (post dilution from stock-based compensation) and includes additional block discount / friction costs – Lower exit multiple given materially lower expected growth in terminal year and onwards – Adjusted for SINA standalone net debt and long-term investments ($940MM) Attributable x20E EBITDA Sources US$MM % • Senior Debt Excess Cash Sponsor Equity 1,073 151 1,671 37.1% 5.2% 57.7% 6.0x 0.8x 9.3x • 0.5x 590 (0.1x) • 458 311 Attributable x20E EBITDA Uses US$MM % Equity Purchase Price (2) Transaction Expenses Debt Refinancing 2,655 57 183 91.7% 2.0% 6.3% 14.9x 0.3x 1.0x Attributable Net debt Attributable Net debt / EBITDA • Sensitivity Analysis 2025E Exit • AV / EBITDA Exit Multiple (Weibo) AV / EBITDA Exit Multiple (Weibo) 9.0x 10.0x 11.0x 12.0x 13.0x 9.0x 10.0x 11.0x 12.0x 13.0x 20.0% 20.0% 22.5% 22.5% 25.0% 27.5% 25.0% 27.5% 30.0% 30.0% Source: Company management projections Notes: 1. Attributable EBITDA / Net Debt denote aggregate values of i) SINA standalone EBITDA / net debt and ii) Attributable Weibo EBITDA / net cash based on SINA’s % stake in Weibo each year considering pro forma dilution from Weibo’s stock-based compensation 2. Equity value based on fully diluted shares outstanding assuming stock options and RSUs (as of Sep 21, 2020) using treasury method 3. Pro forma ratio based on 2020E attributable EBITDA 4. The analysis includes tax expense (25% China corporate tax rate) on operating income from Fintech business CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 36 Required IRR Required IRR 1.6% 6.4% 11.2% 16.0% 20.7% (4.3%) (0.0%) 4.3% 8.5% 12.8% (9.5%) (5.7%) (1.8%) 2.0% 5.9% (14.2%) (10.7%) (7.2%) (3.7%) (0.3%) (18.2%) (15.1%) (12.0%) (8.8%) (5.7%) 37.27 39.02 40.77 42.52 44.27 35.09 36.66 38.23 39.80 41.38 33.17 34.59 36.00 37.41 38.83 31.48 32.75 34.03 35.30 36.57 29.98 31.13 32.28 33.43 34.58 Premium to Unaffected Price - Required IRR vs. Weibo Exit Multiple Implied Offer Price - Required IRR vs. Weibo Exit Multiple Total Uses $ 2,895 100.0% 16.2x Total Sources $ 2,895 100.0% 16.2x 4.3x 769 4.0x 2.7x 1.9x 7161.2x 140 Pro (3) Forma (47) 2020E2021E2022E2023E2024E2025E

 

Hypothetical Leveraged Recapitalization Analysis Key Assumptions Sources and Uses Non-GAAP EPS (2)(5) • • Recap Date: Sep 30, 2020 Special Dividend: Utilizes $890MM proceeds to declare one-time special dividend (1) of $14.51 per share to existing shareholders (61.3MM diluted shares outstanding (2)) Refinancing: SINA standalone debt of $183MM (excl. litigation reserves) Debt Financing: Senior debt of $1.1Bn with interest rate of L + 350bps – 6.0x 2020E Attributable EBITDA of $179MM – Pro forma Attributable net debt / EBITDA (3) of 3.5x – Assumed dividends from Weibo (60% payout ratio) to SINA with 10% withholding tax to cover debt servicing Illustrative P / E: Illustrative range of 14.0x – 16.0x on a levered basis Cost of Equity (“CoE”): SINA consolidated cost of equity of 13.1% (4) Attributable x20E EBITDA Sources US$MM % $3.99 $3.62 Senior Debt 1,073 100.0% 6.0x $3.09 $2.81 • $2.47 $3.12 Attributable x20E EBITDA • $2.84 Uses US$MM % $2.47 $2.22 Special Dividends Debt refinancing 890 183 82.9% 17.1% 5.0x 1.0x $1.84 2021E 2022E 2023E 2024E 2025E Levered Recap. Case Management Projections Illustrative Future Share Prices (Excl. $14.51 Special Dividend) Illustrative PV of Future Share Prices (Incl. $14.51 Special Dividend at CoE of 13.1%) • $49.96 $46.83 Year $45.46 $42.62 • $39.45 $36.98 2021E 2022E 2023E 2024E 2025E $35.55 $33.33 $29.45 $27.61 14.0x 14.5x 15.0x 15.5x Deleveraging Profile $43.71 $39.78 $34.51 $31.11 $25.77 (0.7x) 303 154 2021E 2022E 2023E 2024E 2025E 16.0x 14.0x 15.0x 16.0x Source: Company management projections Notes: 1. No withholding tax assumed as direct distribution at SINA that is a Cayman Island entity 2. Based on fully diluted shares outstanding assuming stock options and RSUs (as of Sep 21, 2020) using treasury method 3. Attributable EBITDA / Net Debt denote aggregate values of i) SINA standalone EBITDA / net debt and ii) Attributable Weibo EBITDA / net cash based on SINA’s % stake in Weibo each year considering pro forma dilution from Weibo’s stock-based compensation 4. 13.1% CoE calculated based on Levered Recap’s higher leverage 5. The analysis takes account of tax expense (25% China corporate tax rate) on operating income from Fintech business Forma Attributable Net debt Attributable Net debt / EBITDA CONFIDENTIAL SINA CORPORATION SINA VALUATION ANALYSIS 37 P/E Multiple 3.5x 618 3.2x 2.0x 1.3x 5650.6x 436(0.1x) Pro (17) (206) 20E 21E 22E 23E 24E 25E 36.58 38.06 37.61 38.03 37.35 37.37 38.90 38.43 38.87 38.17 38.16 39.75 39.26 39.71 38.98 38.95 40.59 40.08 40.55 39.80 39.74 41.43 40.91 41.39 40.61 Total Uses$ 1,073100.0%6.0x Total Sources$ 1,073100.0%6.0x

 

SECTION 4 Analysis of Potential Transaction Alternatives CONFIDENTIAL 38

 

Considerations for Illustrative Pros / Cons Transaction Alternatives Alternative Options Description Required Approval(s) Critical Constraints discount at SINA level China create listing risks • Weibo historically has not paid any dividends in • Management of Weibo stated that they do not medium term • New Wave indicated that it does not support the a vital part of SINA’s integrated operations change in controlling interest in Weibo, including if Source: Company filings, management responses and interviews CONFIDENTIAL SINA CORPORATION ANALYSIS OF POTENTIAL TRANSACTION ALTERNATIVES 39 Status Quo / Secondary Listing • Maintain status quo as a publicly listed company • Potentially evaluate a secondary listing in Hong Kong to increase value and mitigate any negative impact from the Kennedy Bill and other similar regulation  Shareholders retain equity  Share price may decrease if the transaction is withdrawn  Unlikely to narrow the implied holding company  Increased geopolitical tensions between U.S. and  A secondary listing in Hong Kong that is sufficiently large to provide adequate liquidity (e.g. US$500MM – US$1Bn) would be very dilutive to existing shareholders given primary offering required • None • N/A Leveraged Dividend Recapitalization • Leveraged recapitalization of SINA by taking on additional debt in order to fund an one-time dividend payout to existing shareholders  Provide cash dividend to shareholders  Shareholders continue to retain future upside on their equity holding  May not result in overall meaningful higher shareholder value compared to take-private offer  SINA becomes significantly levered with material debt servicing costs that are dependent on Weibo cash flows or asset distributions / disposals • Board • Dependent on Weibo dividends to service new debt the past intend to amend its dividend policy in the near to Sale of Weibo Stake • Sale of Weibo stake to a third party with potential valuation upside from a strategic investor  Potential valuation uplift from third party strategic purchaser for Weibo  Subject to ROFO by Alibaba  Possible scrutiny by governmental authorities if change of control is triggered  New Wave has right to approve such a transaction  Limited execution certainty and potentially longer timeframe required • Board • Shareholders • Alibaba • Relevant Government Authorities • According to legal counsel, the transaction is subject to shareholders’ approval sale of Weibo shares to a third party as Weibo is • PRC regulators would scrutinize any potential acquired by another strategic purchaser

 

Considerations for Illustrative Pros / Cons Transaction Alternatives (cont’d) Alternative Options Description Required Approval(s) Critical Constraints • New Wave indicated in its non-binding proposal acquiring the outstanding Ordinary Shares that not intend to sell our stake in the Company to any • PRC regulators would scrutinize any potential material distribution of Weibo shares facto change of control, whereby Alibaba will • New Wave indicated that it will not support a event on the basis that Weibo is a vital part of ROFO Source: Company filings, management responses and interviews CONFIDENTIAL SINA CORPORATION ANALYSIS OF POTENTIAL TRANSACTION ALTERNATIVES 40 Sale of SINA to a Third Party • Sale of SINA to a third party  Potential valuation uplift from third party strategic purchaser for SINA (potential synergies from acquiring SINA’s businesses as well as controlling Weibo)  Possible scrutiny by governmental authorities if change of control is triggered  New Wave has right to approve such a transaction  Limited execution certainty • Board • Shareholders • Relevant Government Authorities • Such a transaction would be subject to SINA shareholders’ approval letter dated Jul 6, 2020 that it is “interested only in the Buyer does not already own, and that we do third party” change in controlling interest in Weibo, including if acquired by another strategic purchaser Complete Spin-off of Weibo Shares • Dividend out the entire c.44% interest held by SINA in Weibo • Remaining value of SINA would consist of smaller operating assets (portal + fintech) and non-operating assets which are loss making on a standalone basis  Potentially eliminating the holding company discount of Weibo stake  Subject to ROFO by Alibaba  Possible scrutiny by government authorities if change of control is triggered • Board • Shareholders • Alibaba • Relevant Government Authorities • According to legal counsel, the transaction is subject to shareholders’ approval • New Wave indicated that it will not support a • New Wave believes a distribution will cause a de become Weibo’s single largest shareholder • This may result in triggering change of control clauses in various Weibo contracts and may also result in government scrutiny and potential consent for such shareholding changes • Distribution is subject to Alibaba’s waiver of its ROFO Partial Spin-off of Weibo Shares • Dividend part of SINA’s ownership in Weibo shares existing SINA shareholders • The magnitude and scope to be limited to the extent where SINA would remain as the largest shareholder ahead of Alibaba with the largest voting interest (to avoid triggering a change in control)  Potentially realize additional value for shareholders without substantial debt incurrence  Partially reduce holding company discount for the portion of stake distributed  Subject to ROFO by Alibaba • Board • Alibaba • Shareholders • According to legal counsel, the transaction is subject to shareholders’ approval material distribution of Weibo shares even if the distribution did not result in a change of control SINA’s integrated operations • Distribution is subject to Alibaba’s waiver of its