0001145549-05-000270.txt : 20120703 0001145549-05-000270.hdr.sgml : 20120703 20050218171029 ACCESSION NUMBER: 0001145549-05-000270 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050218 DATE AS OF CHANGE: 20050218 GROUP MEMBERS: SHANDA MEDIA LIMITED GROUP MEMBERS: SKYLINE CAPITAL INTERNATIONAL LIMITED GROUP MEMBERS: SKYLINE MEDIA LIMITED GROUP MEMBERS: TIANQIAO CHEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SINA CORP CENTRAL INDEX KEY: 0001094005 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 522236363 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60461 FILM NUMBER: 05628326 BUSINESS ADDRESS: STREET 1: 1313 GENEVA DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4085480000 MAIL ADDRESS: STREET 1: 1313 GENEVA DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 FORMER COMPANY: FORMER CONFORMED NAME: SINA COM DATE OF NAME CHANGE: 19990827 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHANDA INTERACTIVE ENTERTAINMENT LTD CENTRAL INDEX KEY: 0001278308 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 1 INTELIGENT OFFICE BUILDING STREET 2: 690 BIBO ROAD ZHANGJIANG CITY: SHANGHAI CHINA STATE: F4 ZIP: 0000 SC 13D 1 u99553sc13d.txt SHANDA INTERACTIVE ENTERTAINMENT LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 SINA CORPORATION -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares, par value $0.133 per share -------------------------------------------------------------------------------- (Title of Class of Securities) G81477104 -------------------------------------------------------------------------------- (CUSIP Number) Greg Pilarowski Shanda Interactive Entertainment Limited No. 1 Office Building, No. 690 Bibo Road Pudong New Area, Shanghai, China 201203 Telephone: (011) 8621-5050-4740 with a copy to: Douglas C. Freeman, Esq. O'Melveny & Myers LLP Suite 1905, Tower Two, Lippo Centre, 89 Queensway, Central, Hong Kong Telephone: (011) 852-2523-8266 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 8, 2004 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies of this statement are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. G81477104 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Shanda Interactive Entertainment Limited -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC, AF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Cayman Islands -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 9,821,765 ordinary shares Shares ---------------------------------------------------------- Beneficially 8. Shared Voting Power 0 Owned ---------------------------------------------------------- by Each 9. Sole Dispositive Power 9,821,765 ordinary shares Reporting ---------------------------------------------------------- Person With 10. Shared Dispositive Power 0 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,821,765 ordinary shares -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 19.5%(1) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO -------------------------------------------------------------------------------- ---------- (1) Based on 50,477,694 Ordinary Shares outstanding as of October 30, 2004, as reported by the Issuer on its 10-Q quarterly report, filed with the Securities and Exchange Commission on November 11, 2004. CUSIP No. G81477104 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Skyline Media Limited -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization British Virgin Islands -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 9,821,765 ordinary shares Shares ---------------------------------------------------------- Beneficially 8. Shared Voting Power 0 Owned ---------------------------------------------------------- by Each 9. Sole Dispositive Power 9,821,765 ordinary shares Reporting ---------------------------------------------------------- Person With 10. Shared Dispositive Power 0 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,821,765 ordinary shares -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 19.5%(2) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO -------------------------------------------------------------------------------- ---------- (2) Based on 50,477,694 Ordinary Shares outstanding as of October 30, 2004, as reported by the Issuer on its 10-Q quarterly report, filed with the Securities and Exchange Commission on November 11, 2004. CUSIP No. G81477104 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Skyline Capital International Limited -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization British Virgin Islands -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 9,821,765 ordinary shares Shares ---------------------------------------------------------- Beneficially 8. Shared Voting Power 0 Owned ---------------------------------------------------------- by Each 9. Sole Dispositive Power 9,821,765 ordinary shares Reporting ---------------------------------------------------------- Person With 10. Shared Dispositive Power 0 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,821,765 ordinary shares -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 19.5%(3) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO -------------------------------------------------------------------------------- ---------- (3) Based on 50,477,694 Ordinary Shares outstanding as of October 30, 2004, as reported by the Issuer on its 10-Q quarterly report, filed with the Securities and Exchange Commission on November 11, 2004. CUSIP No. G81477104 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Shanda Media Limited -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization British Virgin Islands -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 0 Shares ---------------------------------------------------------- Beneficially 8. Shared Voting Power 0 Owned ---------------------------------------------------------- by Each 9. Sole Dispositive Power 0 Reporting ---------------------------------------------------------- Person With 10. Shared Dispositive Power 0 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) X(4) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0.0% -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO -------------------------------------------------------------------------------- ---------- (4) Shanda Media Limited holds 160,000 ordinary shares purchased by it on behalf of Shanda Interactive Entertainment Limited. Pursuant to an Agency Purchase Agreement, Shanda Media Limited has granted Shanda Interactive Entertainment Limited an irrevocable proxy with respect to the voting and disposition of these 160,000 ordinary shares. Shanda Media Limited disclaims beneficial ownership of these 160,000 ordinary shares. CUSIP No. G81477104 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Tianqiao Chen -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Peoples Republic of China -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 0 Shares ---------------------------------------------------------- Beneficially 8. Shared Voting Power 0 Owned ---------------------------------------------------------- by Each 9. Sole Dispositive Power 0 Reporting ---------------------------------------------------------- Person With 10. Shared Dispositive Power 0 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) X(5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0.0% -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- ---------- (5) Shanda Media Limited, which is wholly owned by Tianqiao Chen, holds 160,000 ordinary shares purchased by it on behalf of Shanda Interactive Entertainment Limited. Pursuant to an Agency Purchase Agreement, Shanda Media Limited has granted Shanda Interactive Entertainment Limited an irrevocable proxy with respect to the voting and disposition of these 160,000 ordinary shares. Tianqiao Chen disclaims beneficial ownership of these 160,000 ordinary shares. ITEM 1. SECURITY AND ISSUER The class of equity securities to which this statement on Schedule 13D (this "Statement") relates is the class of ordinary shares, par value $0.133 per share, (the "Shares") of Sina Corporation (the "Issuer"), a Cayman Islands company, with its principal office located at Room 1802, United Plaza, 1468 Nan Jing Road West, Shanghai 200040, China. The Shares subject to reporting by this Statement are referred to herein as the "Securities". ITEM 2. IDENTITY AND BACKGROUND (a) - (c) and (f) This Statement is being filed jointly by (i) Shanda Interactive Entertainment Limited ("Shanda"), a Cayman Islands limited company, (ii) Skyline Media Limited ("Skyline"), a British Virgin Islands limited company and the holder of 60.4% of the outstanding ordinary shares of Shanda, (iii) Skyline Capital International Limited ("SCIL"), a British Virgin Islands limited company and the sole shareholder of Skyline, (iv) Shanda Media Limited ("SML"), a British Virgin Islands limited company and holder of 40% of the outstanding share capital of SCIL, and (v) Tianqiao Chen ("Mr. Chen"), a citizen of the Peoples Republic of China and the sole shareholder of SML. Shanda, Skyline, SCIL, SML and Mr. Chen are referred to collectively herein as the "Reporting Persons". The Reporting Persons are making this joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Act"), although neither the fact of this filing or anything contained herein shall be deemed to be an admission by SML or Mr. Chen that they are members of a group. Shanda is a holding company listed on the Nasdaq National Market under the symbol "SNDA" whose operating subsidiaries are principally engaged in the business of operating online games in China. Skyline, SCIL and SML are principally engaged in the business of holding securities, including, in the case of Skyline, shares of Shanda. Mr. Chen is principally engaged as an executive officer of Shanda. The principal business address of each of the Reporting Persons is No. 1 Office Building, No. 690 Bibo Road, Pudong New Area, Shanghai, China 201203. Attached as Appendix A to Item 2 is certain information with respect to the executive officers, directors and principal shareholders of the Reporting Persons as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. (d) and (e) None of the Reporting Persons nor any of the persons or entities referred to in Appendix A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The aggregate number of Shares held by the Reporting Persons is 9,821,765 for which an aggregate consideration of $230,430,727 has been paid. 9,133,750 Shares are held by Shanda and were purchased for an aggregate consideration of $211,363,612, the source of which consideration was working capital and proceeds remaining from the issuance of $275,000,000 principal amount of convertible bonds on October 20, 2004 and from its initial public offering of its American depositary shares on the Nasdaq National Market in May of 2004. 481,875 Shares are held by Skyline and were purchased for an aggregate consideration of $14,464,302, the source of which consideration was cash on hand. 46,140 Shares are held by SCIL and were purchased for an aggregate consideration of $928,055, the source of which consideration was cash on hand. 160,000 Shares are held by SML and were purchased for an aggregate consideration of $3,674,758, the source of which consideration was cash on hand. Mr. Chen does not hold any Shares directly. The Shares purchased by Skyline, SCIL and SML were acquired on behalf of Shanda and Shanda expects to purchase these Shares at cost from these Reporting Persons after it allocates appropriate funding. While Shanda does not currently have agreements or arrangements for the purpose of funding such purchase, it expects that it will transfer the necessary funds from its operating subsidiaries by cash dividend in accordance with the laws and regulations of the Peoples Republic of China. ITEM 4. PURPOSE OF TRANSACTION The Securities have been acquired for strategic investment purposes with the intention of acquiring a substantial ownership position in the Issuer's Shares. The Reporting Persons expect to evaluate the Issuer and review their holdings in the Issuer on a continuing basis. Depending upon various factors, including, but not limited to, Shanda's and the Issuer's business, prospects and financial condition and other developments concerning Shanda and the Issuer, market conditions and other factors that the Reporting Persons may deem relevant to their investment decision, each Reporting Person may take such actions in the future as it deems appropriate in light of the circumstances and conditions existing from time to time, including: increasing its stake in the Issuer through open market purchases, private transactions, or tender or exchange offers; seeking to acquire or influence control of the Issuer, the means of which may include board representation; or seeking a merger, consolidation or other business combinations. Depending on these same factors, the Reporting Persons, or any of them, may determine to sell all or a portion of the Securities that they now own or hereafter may acquire on the open market or in private transactions, although none of the Reporting Persons has a current intention to do so. In connection with their investment, the Reporting Persons, or any of them, may engage in discussions with the Issuer to explore the possibility of a business combination transaction. The Reporting Persons expect that such discussions, if any, with the Issuer would be held with the full cooperation of the Issuer. In the event that no such discussions occur, or if they do occur but fail to result in a negotiated transaction, the Reporting Persons currently intend to maintain their investment in the Shares in accordance with the investment purpose set forth above. Except as set forth in this Item 4, none of the Reporting Persons presently has plans or proposals to the best of its knowledge that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) - (b) Shanda holds 9,133,750 Shares, 222,500 of which are held through its wholly owned subsidiary, Shanda Holdings Limited. Shanda is a beneficial owner of an additional 688,015 Shares held by Skyline, SCIL and SML in accordance with the Agency Purchase Agreement described in Item 6 herein and may be deemed to be a member of a group along with Skyline, SCIL and SML. Accordingly, Shanda is a beneficial owner of, and has the sole power to vote, or direct the vote of, as well as dispose, or direct the disposition of, 9,821,765 Shares, representing 19.5% of the total number of Shares outstanding.(6) Skyline holds 481,875 Shares and is a beneficial owner of an additional 9,339,890 Shares held by Shanda, SCIL and SML as a result of its ownership of 60.4% of the outstanding ordinary shares of Shanda, and it may be deemed to be a member of a group along with Shanda, SCIL and SML. Accordingly, Skyline is a beneficial owner of, and has the sole power to vote, or direct the vote of, as well as dispose, or direct the disposition of, 9,821,765 Shares, representing 19.5% of the total number of Shares outstanding.(6) SCIL holds 46,140 Shares and is a beneficial owner of an additional 9,775,625 Shares held by Shanda, Skyline and SML as the sole shareholder of Skyline, and it may be deemed to be a member of a group along with Shanda, Skyline and SML. Accordingly, SCIL is a beneficial owner of, and has the sole power to vote, or direct the vote of, as well as dispose, or direct the disposition of, 9,821,765 Shares, representing 19.5% of the total number of Shares outstanding.(6) SML holds 160,000 Shares directly. Pursuant to the Agency Purchase Agreement, described in Item 6 herein, SML has granted to Shanda an irrevocable proxy with respect to the voting and disposition of the Shares held by SML. SML disclaims beneficial ownership of the 160,000 Shares that it holds. If SML were deemed to be a member of a group with Shanda, Skyline and SCIL, it might be deemed to be a beneficial owner of 9,661,765 Shares held by them. SML disclaims membership in such a group and disclaims beneficial ownership of these additional Shares. Mr. Chen holds no Shares directly. As the sole shareholder of SML, Mr. Chen may be deemed to be a beneficial owner of 160,000 Shares held by SML. Pursuant to the Agency Purchase Agreement, described in Item 6 herein, SML has granted to Shanda an irrevocable proxy with respect to the voting and disposition of the Shares held by SML. SML disclaims beneficial ownership of the 160,000 Shares that it holds. Mr. Chen also disclaims beneficial ownership of these Shares. If Mr. Chen and/or SML were deemed to be a member of a group with Shanda, Skyline and SCIL, Mr. Chen might be deemed to be a beneficial owner of an additional 9,661,765 Shares held by them. Mr. Chen disclaims membership in such a group and disclaims beneficial ownership of these additional Shares. Danian Chen and Qianqian Luo are, respectively, the brother and spouse of Mr. Chen and, as such, could be deemed to be beneficial owners of 160,000 Shares held by SML. If either Danian Chen or Qianqian Luo and Mr. Chen or SML were deemed to be a member of a group with Shanda, Skyline and SCIL, Danian Chen and/or Qianqian Luo, as applicable ---------- (6) Based on 50,477,694 Ordinary Shares outstanding as of October 30, 2004, as reported by the Issuer on its 10-Q quarterly report, filed with the Securities and Exchange Commission on November 11, 2004. would be a beneficial owner of an additional 9,661,765 Shares. Each of Danian Chen and Qianqian Luo disclaim membership in such group and disclaim beneficial ownership of all of the Securities. Except as set forth above or on Exhibit I, none of the executive officers or directors of any of the Reporting Persons is a beneficial owner of any Shares. (c) During the 60 days prior to the filing date of this Statement, the following transactions were effected by the Reporting Persons: (i) On January 12, 2005, Shanda purchased 300,000 Shares in open market transactions at a weighted average price per Share(7) of $29.97; (ii) Between January 6 and 12, 2005, Skyline purchased an aggregate of 480,875 Shares in open market transactions at a weighted average price per Share(7) of $30.00; (iii) Between February 8 and 9, 2005, in open market transactions, Shanda purchased, including through purchases made by its wholly owned subsidiary, Shanda Holdings Limited, an aggregate of 7,280,000 Shares at a weighted average price per Share(7) of $23.17; and (iv) On February 10, 2005, SML purchased 160,000 Shares in open market transactions at a weighted average price per Share(7) of $22.97. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to an Agency Purchase Agreement, dated as of February 14, 2005, among Shanda, Skyline, SCIL and SML, each of Skyline, SCIL and SML has agreed to purchase the Securities respectively purchased by them on behalf of Shanda, and Shanda expects to purchase the Shares held by such Reporting Person from such Reporting Person, after it has allocated appropriate funds, at a purchase price equal to the price paid by such Reporting Person for the acquisition of such Shares. In addition, each of Skyline, SCIL and SML has granted to Shanda an irrevocable proxy with respect to the voting and disposition of any Shares held by them on behalf of Shanda. The foregoing description is hereby qualified in its entirety by the Agency Purchase Agreement, a copy of which is attached to this Statement as Exhibit II and which is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS AN EXHIBIT Exhibit I: Share Ownership by Officers and Directors of Reporting Persons Exhibit II: Agency Purchase Agreement Exhibit III: Joint Filing Agreement ---------- (7) Including commission and trading fees. Signature After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated as of the 18th day of February, 2005. SHANDA INTERACTIVE ENTERTAINMENT LIMITED /s/ Tianqiao Chen ------------------------------------ Tianqiao Chen Chief Executive Officer SKYLINE MEDIA LIMITED /s/ Tianqiao Chen ------------------------------------ Tianqiao Chen Director and Attorney in Fact SKYLINE CAPITAL INTERNATIONAL LIMITED By Shanda Media Limited, its Director /s/ Tianqiao Chen ------------------------------------ Tianqiao Chen Director and Attorney in Fact SHANDA MEDIA LIMITED /s/ Tianqiao Chen ------------------------------------ Tianqiao Chen Director and Attorney in Fact TIANQIAO CHEN /s/ Tianqiao Chen ------------------------------------ APPENDIX A TO ITEM 2. The following sets forth as to each of the directors, executive officers and principal shareholders of the Reporting Persons, the following information as required by Instruction C of the General Instructions for Schedule 13D: his/her name; his/her business address; and his/her present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Capitalized terms used herein without definition have the meanings assigned thereto in the Schedule 13D to which this Appendix A relates. The directors of Shanda are Mr. Chen, Danian Chen, Jun Tang, Qianqian Luo, Hongliang Lu, Ruigang Li, W. Mark Evans, and Haibin Qu. Each of the directors, other than Jun Tang, Hongliang Lu and W. Mark Evans, is a citizen of the Peoples Republic of China. Jun Tang and Hongliang Lu are citizens of the United States of America. W. Mark Evans is a citizen of Canada. The principal occupation of Mr. Chen, Danian Chen, Jun Tang and Haibin Qu is as executive officers of Shanda. The principal occupation of Qianqian Luo is as director of Shanda. The principal occupation of Hongliang Lu is as an executive officer of UTStarcom, Inc., a Chinese technology company. The principal occupation of Ruigang Li is as an executive officer of Shanghai Media Group, a Chinese multimedia conglomerate. The principal occupation of W. Mark Evans is as general partner of Benchmark Capital, a venture capital firm based in the United Kingdom. The principal executive officers of Shanda are Mr. Chen, as Chairman and Chief Executive Officer, Jun Tang, as President, Danian Chen, as Senior Vice President, Haibin Qu, as Senior Vice President, Shujun Li, as Vice President and Chief Financial Officer, Donglei Zhou as Director of Investor Relations and Secretary to the Board of Directors, Sammy Cheng as Financial Controller, and Greg Pilarowski as General Counsel. Greg Pilarowski is a citizen of the United States of America. Except as otherwise described, each of these executive officers is a citizen of the Peoples Republic of China and is principally engaged in such office. Other than as separately indicated below, the principal business address of the directors and officers of Shanda is c/o Shanda Interactive Entertainment, No. 1 Office Building, No. 690 Bibo Road, Pudong New Area, Shanghai, China 201203. The principal business address of Luo Qianqian is at No. 500 Shanxi North Road, Jiangan Area, Shanghai 200041, China. The principal business address of Hongliang Lu is c/o UTStarcom (China) Ltd., 10F, Tower E2, The Towers, Oriental Plaza, No. 1 East Chang An Ave., DongCheng District, Beijing, China. The principal business address of Ruigang Li is c/o The Shanghai Media Group No.298 Weihai Road, Shanghai 200041, China. The principal business address of W. Mark Evans is c/o Benchmark Capital, 20 Balderton Street, London W1K 6TL, United Kingdom. Shanda is 60.4% owned by Skyline, the directors of which are Mr. Chen, Danian Chen and Qianqian Luo. Skyline does not have officers. The principal occupation and business address of the directors of Skyline are provided above. Skyline is wholly owned by SCIL which, in turn, is (i) 40% owned by SML which is wholly owned by Mr. Chen, (ii) 30% owned by Shanda Investment International Limited ("SIIL"), a British Virgin Islands limited company which is wholly owned by Danian Chen, and (iii) 30% owned by Fortune Capital Holdings Enterprise Limited ("FCHL"), a British Virgin Islands limited company which is wholly owned by Qianqian Chen. The directors of SCIL are SML, SIIL, and FCHL. SCIL does not have officers. The sole director and officer of SML is Mr. Chen. SML does not have officers. The principal occupation and business address of the director of SML are provided above. The sole director and officer of SIIL is Danian Chen. SIIL does not have officers. The principal occupation and business address of the director of SIIL are provided above. The sole director and officer of FCHL is Qianqian Luo. FCHL does not have officers. The principal occupation and business address of the director of FCHL are provided above. EX-1 2 u99553exv1.txt EX-1 SHARE OWNERSHIP BY OFFICERS AND DIRECTORS . . . EXHIBIT I SHARE OWNERSHIP BY OFFICERS AND DIRECTORS OF REPORTING PERSONS

NAME: POSITION: SHARES HELD: ACQUISITIONS: ----- --------- ------------ ------------- Donglei Zhou Director of Investment 22,500(1) Open market purchases and Investor Relations between December 17, and Secretary to the 2004 and January 6, Board of Directors of Shanda 2005 at a weighted average price per share of $31.00.

---------- (1) Donglei Zhou has the sole power to vote, or direct the vote of, as well as dispose, or direct the disposition of, these 22,500 Ordinary Shares. EX-2 3 u99553exv2.txt EX-2 AGENCY PURCHASE AGREEMENT EXHIBIT II AGENCY PURCHASE AGREEMENT This Agency Purchase Agreement (the "Agreement") is made as of February 14, 2005 by and among Skyline Media Limited, Skyline Capital International Limited and Shanda Media Limited, each a limited liability company organized under the laws of the British Virgin Islands (collectively, the "Agents") and Shanda Interactive Entertainment Limited, an exempted company organized under the laws of the Cayman Islands (the "Purchaser") (each party hereto individually a "Party" and collectively the "Parties"). All references to "$" or "dollars" herein shall refer to United States dollars. WHEREAS, the Agents are the beneficial owner of 688,015 ordinary shares, par value $0.133 per share (the "Ordinary Shares") of Sina Corp, an exempted company organized under the laws of the Cayman Islands ("Sina"), (such 688,015 Ordinary Shares, the "Existing Shares"). The Ordinary Shares are traded on the NASDAQ National Market ("NASDAQ") under the symbol "SINA"; WHEREAS, the Agents acquired the Existing Shares on behalf of the Purchaser and in furtherance of the Purchaser's investment objectives through NASDAQ open market purchases prior to the date hereof in the amounts, at the purchase prices, and with the actual transaction fees incurred set forth on Schedule I hereto; WHEREAS, the Purchaser holds 9,133,750 Ordinary Shares as of February 9, 2005; WHEREAS, the Purchaser may desire to acquire additional Ordinary Shares and, until such time as the Purchaser allocates appropriate funding for any such acquisitions of additional Ordinary Shares, the Purchaser has requested the Agents to acquire additional Ordinary Shares (the "Additional Shares", and together with the Existing Shares, the "Shares") on the open market on behalf of the Purchaser and in furtherance of the Purchaser's investment objectives, and the Agents desire to do so; WHEREAS, in addition to acquiring the Additional Shares on behalf of the Purchaser, the Agents desire to sell the Shares to Purchaser, and Purchaser desires to purchase the Shares from the Agents; and WHEREAS, the purchase of the Shares by the Purchaser from the Agents and the Agents' purchase of Shares of behalf of the Purchaser each constitutes a "related party transaction" within the meaning of the Purchaser's Audit Committee Charter and, in accordance with Section 3.5(a) of the Purchaser's Audit Committee Charter, has been reviewed, and unanimously ratified and approved, by the Company's Audit Committee. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed: 1. Sale and Purchase. The Agents hereby agrees to irrevocably sell to Purchaser, and Purchaser hereby agrees to purchase from the Agents, all of the Shares at a purchase price equal to that actually paid by the Agents for the Shares (the "Purchase Price"), such Purchase Price representing the aggregate price, including transaction fees, paid by the Agents in connection with their open market purchases of such Shares as set forth on Schedule I hereto or as hereafter acquired, but without interest, commissions or other fees that might otherwise be paid to the Agent, if any. 2. Payment. Payment for the Shares shall occur at such time as Purchaser allocates appropriate funding for such purchase. At such time of purchase, the Agents shall deliver the Shares to the Purchaser and the Purchaser shall pay to the Agents the Purchase Price for the Shares by wire transfer of immediately available funds to an account, or accounts, designated by the Agents. 3. Irrevocable Proxy. Prior to the time of purchase in accordance with Section 2, the Agents agree to hold the Shares as agent for the Purchaser and hereby grant to the Purchaser an irrevocable proxy to vote and/or determine to dispose of the Shares in the Purchaser's sole discretion. 4. Agents Account. None of the Agents nor any of their affiliates shall purchase Ordinary Shares for their own account, or for the account of any of their affiliates other than the Purchaser before the earlier of (i) February 14, 2006, (ii) written notification by the Company, consenting to such purchase or terminating this Agreement. 5. Representations of Agents. Each Agent hereby jointly and severally represents and warrants to Purchaser that: - (a) Authorization. All acts and conditions required by law on the part of such Agent necessary for the authorization, execution and delivery of this Agreement and the transactions contemplated herein, and the performance of all obligations of such Agent hereunder, have been duly performed and obtained and this Agreement constitutes a valid and legally binding obligation of such Agent, enforceable in accordance with its terms. (b) Title to the Shares. The Agent has good and marketable title to the Existing Shares and will have good and marketable title to any Additional Shares to be transferred by Agent to the Purchaser under this Agreement, free and clear of any lien, pledge, security interest or other encumbrance, and, upon delivery of the Shares as provided for in this Agreement, the Purchaser will acquire good and marketable title thereto. (c) No Violation or Default. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation or default of any provision of any instrument, judgment, order, writ, decree or contract to which the Agent is a party or by which the Agent is bound, or require any consent under or be in conflict with or constitute, with or without the passage of time and giving of notice, either a violation or default under any such provision. (d) No Action or Proceeding. There is no action, suit, proceeding, or investigation pending or threatened against such Agent that questions the validity of this Agreement or the right of Agent to enter into this Agreement or to consummate the transactions contemplated hereby. (e) Accuracy of Schedule I. Schedule I attached hereto is a true, accurate and complete list setting forth each purchase by such Agent of the Shares to be sold pursuant to this Agreement, including the date of each such purchase, the number of Shares purchased on such date, the price paid per Share for each such purchase and the actual transaction fees paid by such Agent in connection with such purchases. Neither such Agent, nor any direct or indirect affiliate, director, officer or shareholder of such Agent (other than the Purchaser) owns, beneficially or of record, any securities of Sina other than the Shares. Schedule I shall be updated from time to time by such Agent to reflect the acquisition of Additional Shares. Any acquisition of Additional Shares shall be made solely upon the request of the Purchaser from time to time. (f) Not an Affiliate. Other than to the extent such Agent may be deemed to be an affiliate in connection with the Shares subject to the transactions contemplated hereby, such Agent is not, and was not at the time such Agent purchased the Shares, an "affiliate" of Sina as such term is defined in Rule 405 promulgated under the United States Securities Act of 1933, as amended. (g) Fees and Expenses. Other than the transaction fees set forth on Schedule I (the "Transaction Fees"), such Agent has not and will not incur any broker fees or commissions or other fees or expenses (other than the original purchase price for the Shares) in connection with such Agent's acquisition of the Shares. 6. Representations of Purchaser. Purchaser hereby represents and warrants to Agent that: (a) Authorization. All acts and conditions required by law on the part of Purchaser necessary for the authorization, execution and delivery of this Agreement and the transactions contemplated herein, and the performance of all obligations of the Purchaser hereunder, have been duly performed and obtained and this Agreement constitutes a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. (b) No Violation or Default. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation or default of any provision of any instrument, judgment, order, writ, decree or contract to which the Purchaser is a party or by which the Purchaser is bound, or require any consent under or be in conflict with or constitute, with or without the passage of time and giving of notice, either a violation or default under any such provision. (c) No Action or Proceeding. There is no action, suit, proceeding, or investigation pending or threatened against Purchaser that questions the validity of this Agreement or the right of Purchaser to enter into this Agreement or to consummate the transactions contemplated hereby. 7. Binding Effect. The Agreement shall be binding upon the Parties, their heirs, legal representatives, successors and assigns. 8. Tax/Legal Consequences. The Agents and the Purchaser have each reviewed with their own legal, tax and other advisors applicable legal and tax consequences of the sale and purchase of the Shares and the transactions contemplated by this Agreement. Each Party is relying solely on its own advisors with respect to entering into this Agreement and the transactions contemplated hereby. Each Party understands and agrees that it, and not the other Party, shall be responsible for its own tax liability that may arise as a result of the transactions contemplated by this Agreement. The foregoing, however, does not limit or modify the representations and warranties of the Parties set forth herein, or the right of each Party to rely on the representations and warranties of the other Party set forth herein. Notwithstanding the foregoing, the Purchaser shall reimburse the Agents for any tax liability incurred by the Agents in their performance under this Agreement in transactions made on behalf of the Purchaser. 9. No Third Party Beneficiaries. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon or give to any person, firm, corporation or legal entity, other than the Parties, any rights, remedies or other benefits under or by reason of this Agreement. 10. Governing Law. The Agreement shall in all respects be construed in accordance with and governed by the laws of the state of New York, without regard to conflict of laws principals of such jurisdiction or any other jurisdiction. 11. Confidentiality. Except as otherwise required by law, including any disclosure under U.S. securities laws, applicable NASDAQ requirements, or by court order, the Agents shall keep confidential this Agreement, its terms and existence, the transactions contemplated hereby, and the holdings and transactions of the Purchaser in Ordinary Shares, and shall not disclose any such documents or information to any person (other than the Purchaser) without the prior written consent of Purchaser. 12. Mutual Drafting. This Agreement is the joint product of the Parties, and each provision hereof has been subject to the mutual consultation, negotiation and agreement of the Agents and the Purchaser, and shall not be construed for or against any Party. 13. Counterparts. The Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 14. Further Assurances. Upon the terms and subject to the conditions set forth in this Agreement, each Party agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. 15. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or 48 hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party's address, or as subsequently modified by written notice, (a) if to Agent, to: Skyline Media Limited, or Skyline Capital international Limited, or Shanda Media Limited, as the case may be No.1 Office Building, No.690 Bibo Road Zhangjiang, Pudong New District Shanghai, 201203, P.R.C Attention: Executive Officer (b) if to Purchaser, to: Shanda Interactive Entertainment Limited No.1 Office Building, No.690 Bibo Road Zhangjiang, Pudong New District Shanghai, 201203, P.R.C Attention: Chairman of the Board 16. Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 16 shall be binding upon the Parties and their respective successors and assigns. IN WITNESS WHEREOF, the Parties have signed this Agency Purchase Agreement as of the date first written above. AGENTS: SKYLINE MEDIA LIMITED /s/ Tianqiao Chen --------------------------------------- By: Tianqiao Chen Its: Director and Attorney in Fact SKYLINE CAPITAL INTERNATIONAL LIMITED By Shanda Media Limited, its Director /s/ Tianqiao Chen --------------------------------------- By: Tianqiao Chen Its: Director and Attorney in Fact SHANDA MEDIA LIMITED /s/ Tianqiao Chen --------------------------------------- By: Tianqiao Chen Its: Director and Attorney in Fact PURCHASER: SHANDA INTERACTIVE ENTERTAINMENT LIMITED /s/ Tianqiao Chen --------------------------------------- By: Tianqiao Chen Its: Chief Executive Officer and Attorney in Fact EX-3 4 u99553exv3.txt EX-3 JOINT FILING AGREEMENT EXHIBIT III JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value $0.133, of SINA Corporation and that this Agreement be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument. SHANDA INTERACTIVE ENTERTAINMENT LIMITED /s/ Tianqiao Chen -------------------------------------- Tianqiao Chen Chief Executive Officer SKYLINE MEDIA LIMITED /s/ Tianqiao Chen -------------------------------------- Tianqiao Chen Director and Attorney in Fact SKYLINE CAPITAL INTERNATIONAL LIMITED By Shanda Media Limited, its Director /s/ Tianqiao Chen -------------------------------------- Tianqiao Chen Director and Attorney in Fact SHANDA MEDIA LIMITED /s/ Tianqiao Chen -------------------------------------- Tianqiao Chen Director and Attorney in Fact TIANQIAO CHEN /s/ Tianqiao Chen -------------------------------------- Tianqiao Chen