SCHEDULE 13G/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QfktwfqKcmNtpzs1/YAr76V64f5mNQlHSuJmlyEoZjEVjuFQ5s3szYE/ijXjXan9 vEy1+48DdlLgmQ4laJy2zg== 0001193125-04-204193.txt : 20041129 0001193125-04-204193.hdr.sgml : 20041129 20041129100008 ACCESSION NUMBER: 0001193125-04-204193 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041129 DATE AS OF CHANGE: 20041129 GROUP MEMBERS: STONE GROUP CORPORATION GROUP MEMBERS: STONE GROUP HOLDINGS LIMITED GROUP MEMBERS: SUN MEDIA INVESTMENT HOLDINGS LTD. GROUP MEMBERS: SUN STONE NEW MEDIA LIMITED GROUP MEMBERS: YANG LAN 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60461 FILM NUMBER: 041169730 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: SUN STONE MEDIA GROUP LTD CENTRAL INDEX KEY: 0001162179 IRS NUMBER: 00000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 191 JAVA RD STREET 2: K WAH CENTRE 27TH FL CITY: HONG KONG SAR STATE: F5 ZIP: 00000 BUSINESS PHONE: 85225791166 MAIL ADDRESS: STREET 1: 191 JAVA RD STREET 2: K WAH CENTRE 27TH FL CITY: HONG KONG SAR STATE: F5 ZIP: 00000 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G/A SCHEDULE 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c)

AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)*

SINA Corporation

(Name of Issuer)

Ordinary Shares, par value $0.133 per share

(Title of Class of Securities)

G81477 10 4

(CUSIP Number)

November 12, 2004

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

This Amendment No. 2 to Schedule 13G is deemed to amend the Schedule 13G filed on August 25, 2003 and the Amendment No. 1 to Schedule 13G filed on January 9, 2004.

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. G81477 10 4


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Sun Stone Media Group Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization British Virgin Islands

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5. Sole Voting Power

6. Shared Voting Power

2,502,274

7. Sole Dispositive Power

8. Shared Dispositive Power

2,502,274


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,502,274
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9) 4.95%
12.		Type of Reporting Person (See Instructions) CO

CUSIP No. G81477 10 4


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Sun Stone New Media Limited (formerly Fastep Limited)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization British Virgin Islands

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5. Sole Voting Power

6. Shared Voting Power

2,502,274

7. Sole Dispositive Power

8. Shared Dispositive Power

2,502,274


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,502,274
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9) 4.95%
12.		Type of Reporting Person (See Instructions) CO

CUSIP No. G81477 10 4


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Stone Group Holdings Limited (formerly Stone Electronic Technology Limited)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization Hong Kong Special Administrative Region

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5. Sole Voting Power

6. Shared Voting Power

2,502,274

7. Sole Dispositive Power

8. Shared Dispositive Power

2,502,274


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,502,274
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9) 4.95%
12.		Type of Reporting Person (See Instructions) CO

CUSIP No. G81477 10 4


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Sun Media Investment Holdings Ltd. (formerly Best Universe Group Limited)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization British Virgin Islands

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5. Sole Voting Power

6. Shared Voting Power

2,502,274

7. Sole Dispositive Power

8. Shared Dispositive Power

2,502,274


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,502,274
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9) 4.95%
12.		Type of Reporting Person (See Instructions) CO

CUSIP No. G81477 10 4


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Stone Group Corporation
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization People’s Republic of China

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5. Sole Voting Power

6. Shared Voting Power

2,502,274

7. Sole Dispositive Power

8. Shared Dispositive Power

2,502,274


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,502,274
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9) 4.95%
12.		Type of Reporting Person (See Instructions) CO

CUSIP No. G81477 10 4


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Yang Lan
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization People’s Republic of China

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5. Sole Voting Power

6. Shared Voting Power

2,502,274

7. Sole Dispositive Power

8. Shared Dispositive Power

2,502,274


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,502,274
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9) 4.95%
12.		Type of Reporting Person (See Instructions) IN

Item 1

(a).

Name of Issuer:

This statement relates to the Ordinary Shares, par value $0.133 per share (the “Ordinary Shares”) of SINA Corporation, a Cayman Islands company (“SINA” or the “Company”).

Item 1

(b).

Address of Issuer’s Principal Executive Offices

The principal executive offices of the Company are located at Room 1802, United Plaza, 1468 Nan Jing Road West, Shanghai 200040, People’s Republic of China.

Item 2.

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby file this statement on Schedule 13G on behalf of Sun Stone Media Group Limited, a British Virgin Islands company (“SSMG”), Sun Stone New Media Limited (formerly Fastep Limited), a British Virgin Islands company (“SSNML”), Stone Group Holdings Limited (formerly Stone Electronic Technology Limited), a Hong Kong company (“Stone Holdings”), Sun Media Investment Holdings Ltd. (formerly Best Universe Group Limited), a British Virgin Islands company (“SMIHL”), Stone Group Corporation, a collectively-owned enterprise established in the People’s Republic of China (“Stone Group”) and Yang Lan, a citizen of the People’s Republic of China (“Ms. Yang”) (each a “Reporting Person” and collectively, the “Reporting Persons”).

SSMG

(a)

Name of Person Filing: Sun Stone Media Group Limited

(b)

Address of Principal Business Office: 27th Floor, K. Wah Centre, 191 Java Road, North Point, Hong Kong Special Administrative Region

(c)

Citizenship: SSMG is a corporation organized under the laws of the British Virgin Islands.

(d)

Title of Class of Securities: Ordinary Shares, $0.133 par value

(e)

CUSIP Number: G81477 10 4

SSNML

(a)

Name of Person Filing: Sun Stone New Media Limited (formerly Fastep Limited)

(b)

Address of Principal Business Office: 27th Floor, K. Wah Centre, 191 Java Road, North Point, Hong Kong Special Administrative Region

(c)

Citizenship: SSNML is a corporation organized under the laws of the British Virgin Islands.

(d)

Title of Class of Securities: Ordinary Shares, $0.133 par value

(e)

CUSIP Number: G81477 10 4

STONE HOLDINGS

(a)

Name of Person Filing: Stone Group Holdings Limited (formerly Stone Electronic Technology Limited)

(b)

Address of Principal Business Office: 27th Floor, K. Wah Centre, 191 Java Road, North Point, Hong Kong Special Administrative Region

(c)

Citizenship: Stone Holdings is a corporation organized under the laws of the Hong Kong Special Administrative Region.

(d)

Title of Class of Securities: Ordinary Shares, $0.133 par value

(e)

CUSIP Number: G81477 10 4

SMIHL

(a)

Name of Person Filing: Sun Media Investment Holdings Ltd. (formerly Best Universe Group Limited)

(b)

Address of Principal Business Office: No. 387, Yong Jia Road, Shanghai 200031, People’s Republic of China

(c)

Citizenship: SMIHL is a corporation organized under the laws of the British Virgin Islands.

(d)

Title of Class of Securities: Ordinary Shares, $0.133 par value

(e)

CUSIP Number: G81477 10 4

STONE GROUP

(a)

Name of Person Filing: Stone Group Corporation

(b)

Address of Principal Business Office: No. 2 Haidian Road, Zhongguancun, Beijing 100080, People’s Republic of China

(c)

Citizenship: Stone Group is a corporation organized under the laws of the People’s Republic of China.

(d)

Title of Class of Securities: Ordinary Shares, $0.133 par value

(e)

CUSIP Number: G81477 10 4

MS. YANG

(a)

Name of Person Filing: Yang Lan

(b)

Address of Principal Business Office: No. 387, Yong Jia Road, Shanghai 200031, People’s Republic of China

(c)

Citizenship: Ms. Yang is a citizen of the People’s Republic of China.

(d)

Title of Class of Securities: Ordinary Shares, $0.133 par value

(e)

CUSIP Number: G81477 10 4



Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)

	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

	(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)

	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F)

	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G)

	(h)	¨	A savings association as defined in Section 3 (b) of the Federal Deposit Insurance Act (12 U.S.C.1813)

	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3 (c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

	(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J)

Not applicable

Item 4.	Ownership
The following information with respect to the ownership of the Ordinary Shares, $0.133 par value of the Company by the persons filing this statement is provided as of November 12, 2004. The percentage amounts are based on 50,477,694 shares outstanding as of October 30, 2004, as set forth in the Company’s Report on Form 10-Q for the quarter ended September 30, 2004.

SSMG SSMG directly beneficially owns 2,502,274 Ordinary Shares.

	(a)	Amount beneficially owned: 2,502,274

	(b)	Percent of class: 4.95%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 2,502,274

		(iii)	sole power to dispose or to direct the disposition of: 0

		(iv)	shared power to dispose or to direct the disposition of: 2,502,274

SSNML SSNML owns 100% of the equity of SSMG and, as a result, indirectly beneficially owns the Ordinary Shares beneficially owned by SSMG.

	(a)	Amount beneficially owned: 2,502,274

	(b)	Percent of class: 4.95%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 2,502,274

		(iii)	sole power to dispose or to direct the disposition of: 0

		(iv)	shared power to dispose or to direct the disposition of: 2,502,274

STONE HOLDINGS Stone Holdings owns 51% of the equity of SSNML and, as a result, indirectly beneficially owns the Ordinary Shares directly beneficially owned by SSMG.

	(a)	Amount beneficially owned: 2,502,274

	(b)	Percent of class: 4.95%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 2,502,274

		(iii)	sole power to dispose or to direct the disposition of: 0

		(iv)	shared power to dispose or to direct the disposition of: 2,502,274



SMIHL SMIHL owns 49% of the equity of SSNML and, as a result, indirectly beneficially owns the Ordinary Shares directly beneficially owned by SSMG.

	(a)	Amount beneficially owned: 2,502,274

	(b)	Percent of class: 4.95%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 2,502,274

		(iii)	sole power to dispose or to direct the disposition of: 0

		(iv)	shared power to dispose or to direct the disposition of: 2,502,274

STONE GROUP Stone Group owns 100% of the equity of Wise Expand Developments Limited, a Hong Kong company, which in turn directly owns approximately 6.42% of the equity of Stone Holdings, and 6.7% of the equity of Beijing Stone Investment Company Limited, a limited liability company established in the People’ Republic of China, which in turn, directly owns approximately 28.28% of the equity of Stone Holdings and, as a result, indirectly beneficially owns the Ordinary Shares directly beneficially owned by SSMG.

	(a)	Amount beneficially owned: 2,502,274

	(b)	Percent of class: 4.95%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 2,502,274

		(iii)	sole power to dispose or to direct the disposition of: 0

		(iv)	shared power to dispose or to direct the disposition of: 2,502,274

MS. YANG Ms. Yang owns 100% of the equity of SMIHL and, as a result, indirectly beneficially owns the Ordinary Shares directly beneficially owned by SSMG.

	(a)	Amount beneficially owned: 2,502,274

	(b)	Percent of class: 4.95%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 2,502,274

		(iii)	sole power to dispose or to direct the disposition of: 0

		(iv)	shared power to dispose or to direct the disposition of: 2,502,274

By reason of their relationship, SSNML, Stone Holdings, SMIHL, Stone Group and Ms. Yang may be deemed to share voting and dispositive power with respect to Ordinary Shares owned by SSMG.

Item 5.	Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

Under certain circumstances, the shareholders of SSMG, SSNML, Stone Holdings, SMIHL and Stone Group may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Company owned by each such entity of which they are shareholders.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable



Item 8.		Identification and Classification of Members of the Group

Not applicable

Item 9.		Notice of Dissolution of Group

Not applicable

Item 10.		Certification

“By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.”

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated November 15, 2004


Sun Stone Media Group Limited

By:		/s/ Yongji Duan
Name:		Yongji Duan
Title:		Director

Sun Stone New Media Limited

By:		/s/ Yongji Duan
Name:		Yongji Duan
Title:		Director

Stone Group Holdings Limited

By:		/s/ Yongji Duan
Name:		Yongji Duan
Title:		Director

Sun Media Investment Holdings Ltd.

By:		/s/ Yang Lan
Name:		Yang Lan
Title:		Director

Stone Group Corporation

By:		/s/ Yongji Duan
Name:		Yongji Duan
Title:		Director

Yang Lan

By:		/s/ Yang Lan

EX-99.1 2 dex991.htm CONSENT TO JOINT FILING OF SCHEDULE 13G Consent to Joint Filing of Schedule 13G

EXHIBIT 99.1

Consent to Joint Filing of Schedule 13G

Pursuant to Rule 13d-1(k)(1)(iii) of the Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is, and any future amendments thereto may be, filed on behalf of each of them.

Dated: November 15, 2004


Sun Stone Media Group Limited

By:		/s/ Yongji Duan
Name:		Yongji Duan
Title:		Director

Sun Stone New Media Limited

By:		/s/ Yongji Duan
Name:		Yongji Duan
Title:		Director

Stone Group Holdings Limited

By:		/s/ Yongji Duan
Name:		Yongji Duan
Title:		Director

Sun Media Investment Holdings Ltd.

By:		/s/ Yang Lan
Name:		Yang Lan
Title:		Director

Stone Group Corporation

By:		/s/ Yongji Duan
Name:		Yongji Duan
Title:		Director

Yang Lan

By:		/s/ Yang Lan

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