-----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, BPWlMP9OWxeKFhjJMskoY4cgpdE81ipMPOobaZuLoin0V5pd217wWyh7TxEa2KUy L3wIlPZhZ2I/C4mLw2YKwg== 0001145549-07-000220.txt : 20070212 0001145549-07-000220.hdr.sgml : 20070212 20070212124903 ACCESSION NUMBER: 0001145549-07-000220 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070212 DATE AS OF CHANGE: 20070212 GROUP MEMBERS: SKYLINE CAPITAL INTERNATIONAL LIMITED GROUP MEMBERS: SKYLINE MEDIA LIMITED 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/A MAIL ADDRESS: STREET 1: 1 INTELIGENT OFFICE BUILDING STREET 2: 690 BIBO ROAD ZHANGJIANG CITY: SHANGHAI CHINA STATE: F4 ZIP: 0000 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60461 FILM NUMBER: 07601438 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 SC 13D/A 1 h01026sc13dza.txt SINA CORPORATION SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) SINA Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares, par value $0.133 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) G81477104 - -------------------------------------------------------------------------------- (CUSIP Number) Daniel Zhang Shanda Interactive Entertainment Limited No. 1 Office Building, No. 690 Bibo Road Pudong New Area, Shanghai, China 201203 Telephone: +86-21-5050-4740 with a copy to: Leiming Chen Simpson Thacher & Bartlett LLP ICBC Tower, 35/F, 3 Garden Road, Central, Hong Kong Tel: +852-2514-7630 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 8, 2007 - -------------------------------------------------------------------------------- (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. [ ] (Continued on the following pages) (Page 1 of 12 Pages) - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. Sole Voting Power ......................................... 2,118,278 ordinary shares --------------------------------------------------------------- Number of 8. Shared Voting Power ....................................... Shares Beneficically N/A Owned by --------------------------------------------------------------- Each 9. Sole Dispositive Power ..................................... Reporting Person With 2,118,278 ordinary shares --------------------------------------------------------------- 10. Shared Dispositive Power ................................. N/A - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person ........... 2,118,278 ordinary shares CUSIPH No.OG81477104.......................................Page 3 of 12 Pages - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ].......................................................... - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11)......................... 3.9%(1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - ---------- (1) Based on 53,925,270 ordinary shares outstanding as of November 3, 2006, as reported by the Issuer in its quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2006. CUSIPH No.OG81477104.......................................Page 4 of 12 Pages - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. Sole Voting Power ........................................ 2,118,278 ordinary shares --------------------------------------------------------------- Number of 8. Shared Voting Power ...................................... Shares Beneficically N/A Owned by --------------------------------------------------------------- Each 9. Sole Dispositive Power .................................... Reporting Person With 2,118,278 ordinary shares --------------------------------------------------------------- 10. Shared Dispositive Power ................................. N/A - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person ........ 2,118,278 ordinary shares (indirectly through Shanda Interactive Entertainment Limited) CUSIPH No.OG81477104........................................Page 5 of 12 Pages - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ].......................................................... - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11).......................... 3.9%(2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - ---------- (2) Based on 53,925,270 ordinary shares outstanding as of November 3, 2006, as reported by the Issuer in its quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2006. CUSIPH No.OG81477104........................................Page 6 of 12 Pages - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. Sole Voting Power ........................................ 2,118,278 ordinary shares (indirectly through Skyline Media Limited and Shanda Interactive Entertainment Limited) --------------------------------------------------------------- Number of 8. Shared Voting Power ...................................... Shares Beneficically N/A Owned by --------------------------------------------------------------- Each 9. Sole Dispositive Power .................................... Reporting Person With 2,118,278 ordinary shares (indirectly through Skyline Media Limited and Shanda Interactive Entertainment Limited) --------------------------------------------------------------- 10. Shared Dispositive Power ................................. N/A - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person ........ 2,118,278 ordinary shares (indirectly through Skyline Media Limited and Shanda Interactive Entertainment Limited) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]........................................................... - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11).......................... 3.9%(3) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - ---------- (3) Based on 53,925,270 ordinary shares outstanding as of November 3, 2006, as reported by the Issuer in its quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2006. CUSIPH No.OG81477104........................................Page 8 of 12 Pages This Amendment No. 2 to Schedule 13D (this "Amendment") is being filed by the Reporting Persons (defined below) to amend and supplement certain information contained in the Schedule 13D dated February 18, 2005 (the "Original Filing") as amended by an amendment dated November 7, 2006 (the "Amendment No. 1"), as follows: ITEM 1. SECURITY AND ISSUER This Amendment relates to 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. ITEM 2. IDENTITY AND BACKGROUND ITEM 2(a) THROUGH ITEM 2(c), ITEM 2(f) This Amendment 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 approximately 56.6% of the outstanding ordinary shares of Shanda, and (iii) Skyline Capital International Limited ("SCIL"), a British Virgin Islands limited company and the sole shareholder of Skyline. Shanda, Skyline and SCIL are referred to collectively herein as the "Reporting Persons". 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 and SCIL are principally engaged in the business of holding securities. 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. ITEM 2(d) AND ITEM 2(e) None of the Reporting Persons, nor, to the best knowledge and belief of the Reporting Persons, any of their respective executive officers or directors, has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons, nor, to the best knowledge and belief of the Reporting Persons, any of their respective executive officers or directors, has during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person 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. CUSIPH No.OG81477104........................................Page 9 of 12 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As disclosed in the Original Filing, an aggregate consideration of $230,430,727 was used to purchase an aggregate number of 9,821,765 Shares and Shares not purchased by Shanda were subsequently transferred to Shanda so that all 9,821,765 Shares would be held by Shanda. On November 6, 2006, 3,703,487 Shares were sold by Shanda in compliance with Rule 144 pursuant to a letter agreement with Citigroup Global Markets Inc. ("Citigroup"), as market maker, for an aggregate consideration of $99,105,312 (the "First Sale"). As a result of the First Sale, the Reporting Persons' beneficial ownership in the Shares was reduced to 6,118,278 Shares. On February 8, 2007, 4,000,000 Shares were sold by Shanda in compliance with Rule 144 pursuant to a letter agreement with Citigroup, as market maker, for an aggregate consideration of $129,600,000 (the "Second Sale"). As a result of the Second Sale, the Reporting Persons' beneficial ownership in the Shares was reduced to 2,118,278 Shares. ITEM 4. PURPOSE OF TRANSACTION As reported in the Original Filing and the Amendment No. 1, the Shares were acquired for strategic investment purposes with the intention of acquiring a substantial ownership position in the Issuer's Shares. As the result of the transaction with respect to which this Amendment No. 2 is made, the Reporting Persons expect to hold the remaining Shares in the Issuer for financial investment purposes. Depending upon the market performance of Issuer's Shares and Shanda's liquidity needs from time to time, the Reporting Persons may determine to sell all, or a portion from time to time, of the remaining Shares that they now own. 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. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The Reporting Persons beneficially own 2,118,278 Shares, constituting approximately 3.9% of the Issuer's issued and outstanding Shares, based on 53,925,270 Shares outstanding as of November 3, 2006, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2006. (b) The Reporting Persons have the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition, of all 2,118,278 Shares beneficially owned by the Reporting Persons. (c) On February 8, 2007, 4,000,000 Shares were sold by Shanda in compliance with Rule 144 on the Nasdaq Global Market pursuant to a letter agreement with Citigroup, as market maker, for an aggregate consideration of $129,600,000, or $32.40 per Share. During the 60 days prior to the filing date of this Amendment, no other transactions were effected by the Reporting Persons. (d) Not applicable. (e) As a result of the Second Sale on February 8, 2007, the Reporting Persons ceased to be beneficial owners of more than 5.0% of the Shares. CUSIPH No.OG81477104........................................Page 10 of 12 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER On November 6, 2006, Shanda entered into a letter agreement with Citigroup in connection with the sale of 3,703,487 Shares by Shanda. The letter agreement provides for the purchase by Citigroup, as market maker, of 3,703,487 Shares in compliance with Rule 144 at a purchase price of $26.76 per Share. The foregoing description is hereby qualified in its entirety by the letter agreement between Shanda and Citigroup, a copy of which is attached to this Amendment as Exhibit 99.1 and which is incorporated herein by reference. On February 8, 2007, Shanda entered into a letter agreement with Citigroup in connection with the sale of 4,000,000 Shares by Shanda. The letter agreement provides for the purchase by Citigroup, as market maker, of 4,000,000 Shares in compliance with Rule 144 at a purchase price of $32.40 per Share. The foregoing description is hereby qualified in its entirety by the letter agreement between Shanda and Citigroup, a copy of which is attached to this Amendment as Exhibit 99.2 and which is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 99.1 Letter Agreement, dated November 6, 2006 between Shanda Interactive Entertainment Limited and Citigroup Global Markets Inc. 99.2 Letter Agreement, dated February 8, 2007, between Shanda Interactive Entertainment Limited and Citigroup Global Markets Inc. 99.3 Joint Filing Agreement between Shanda Interactive Entertainment Limited, Skyline Media Limited and Skyline Capital International Limited CUSIPH No.OG81477104........................................Page 11 of 12 Pages SIGNATURE 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: February 12, 2007 SHANDA INTERACTIVE ENTERTAINMENT LIMITED By: /s/ Tianqiao Chen - -------------------------------------------------------------------------------- Signature Tianqiao Chen / Chief Executive Officer - -------------------------- Name/Title SKYLINE MEDIA LIMITED By: /s/ Tianqiao Chen - -------------------------------------------------------------------------------- Signature Tianqiao Chen / Director and Attorney in Fact - -------------------------------------------------------------------------------- Name/Title SKYLINE CAPITAL INTERNATIONAL LIMITED By Shanda Media Limited, its Director By: /s/ Tianqiao Chen - -------------------------------------------------------------------------------- Signature Tianqiao Chen / Director and Attorney in Fact - -------------------------------------------------------------------------------- Name/Title CUSIPH No.OG81477104........................................Page 12 of 12 Pages 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 Tianqiao Chen, Jun Tang, Danian Chen, Qianqian Luo, Chengyu Xiong, Jingsheng Huang, Qunzhao Tan, Yong Zhang and Bruno Wu. Each of the directors, other than Jun Tang, Jingsheng Huang and Bruno Wu, is a citizen of the People's Republic of China. Jun Tang, Jingsheng Huang and Bruno Wu are citizens of the United States of America. The principal occupation of Tianqiao Chen, Jun Tang, Danian Chen, Qunzhao Tan and Yong Zhang is as an executive officer of Shanda. The principal occupation of Qianqian Luo is as a director of Shanda. The principal occupation of Chengyu Xiong is as a professor and deputy dean of the School of Journalism and Communication at Tsinghua University. The principal occupation of Jingsheng Huang is as managing director at Bain Capital. The principal occupation of Bruno Wu is as chairman of The Sun Media Investment Holding Group of Companies. The principal executive officers of Shanda are Tianqiao Chen, as Chairman and Chief Executive Officer, Jun Tang, as President, Danian Chen, as Executive Senior Vice President, Haibin Qu, as Executive Senior Vice President, Qunzhao Tan as Executive Senior Vice President and Chief Technical Officer, Yong Zhang, as Vice President and Chief Financial Officer. 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. Jun Tang is a citizen of the United States of America. Other than as separately indicated below, the principal business address of the directors and officers of Shanda is c/o Shanda Interactive Entertainment Limited, No. 1 Office Building, No. 690 Bibo Road, Pudong New Area, Shanghai 201203 People's Republic of China. The principal business address of Chengyu Xiong is No.1 Qinghua Park, Haidian District, Beijing 100084 People's Republic of China. The principal business address of Jingsheng Huang is 2306, Jin Mao Tower, 88 Century Boulevard, Shanghai 200121 People's Republic of China. The principal business address of Bruno Wu is Room 1208, 12F, W3, Oriental Plaza, No.1 Chang An Ave., Dongcheng District, Beijing, People's Republic of China. Shanda is 56.6% owned by Skyline, the directors of which are Tianqiao 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 Tianqiao 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 Luo. The directors of SCIL are SML, SIIL, and FCHL. SCIL does not have officers. The sole director and officer of SML is Tianqiao 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-99.1 2 h01026exv99w1.txt EX-99.1 LETTER AGREEMENT DATED NOVEMBER 6, 2006 Exhibit 99.1 November 6, 2006 Shanda Interactive Entertainment Ltd. No. 1 Office Building No. 690 Bibo Road Pudong New Area Shanghai, China 201203 Attention: Mr. Chen Tianqiao, Chairman of the Board Ladies and Gentlemen: Citigroup Global Markets Inc. is pleased to present our bid to Shanda Interactive Entertainment Ltd. (the "Company") to sell to Citigroup, as market maker utilizing Rule 144 of the Securities Act of 1933, 3,703,487 ordinary shares of Sina Corporation (the "Securities"). Citigroup hereby purchases the Securities, on a firm commitment basis, at US$26.76 per share. Citigroup's obligations under this letter are subject to, among other things, (i) satisfactory completion of all documentation (including, but not limited to, a seller's representation letter, broker's representation letter, a Form 144, and an irrevocable stock power); (ii) delivery of the Securities to us (through DTC); and (iii) in our reasonable determination, the absence of any material adverse change in the financial markets or in the financial condition, operations or prospects of Sina. Citigroup's obligations herein terminate at 7:30 pm Hong Kong time on November 6, 2006 if not accepted prior to such time. The Company will pay all of its direct expenses relating to the transaction. This agreement is governed by the laws of the State of New York, U.S.A. without giving effect to principles of conflicts of laws. The Company acknowledges that it is not relying on the advice of Citigroup for tax, legal or accounting matters, it is seeking and will rely on the advice of its own professionals and advisors for such matters and it will make an independent analysis and decision regarding any transaction based upon such advice. The Company hereby acknowledges that (a) Citigroup is acting as principal and not as an agent or fiduciary of the Company and (b) its engagement of Citigroup in connection with the transaction is as an independent contractor and not in any other capacity. Neither this agreement nor Citigroup's performance hereunder nor any previous or existing relationship between the Company and Citigroup will be deemed to create any fiduciary relationship. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the transaction (irrespective of whether Citigroup has advised or is currently advising the Company on related or other matters). This agreement contains the entire agreement between us and supersedes all prior understandings, whether written or oral. This agreement may be executed in counterparts. This agreement may not be amended except in writing signed by all parties hereto. We look forward to working with you on this important transaction. Please confirm that the foregoing is in accordance with your understanding of our agreement by signing and returning to us a copy of this letter. Yours sincerely, CITIGROUP GLOBAL MARKETS INC. By: /s/ Albert Ng -------------------------------------------------- Albert Ng Managing Director Accepted and agreed to as of the date set forth above: SHANDA INTERACTIVE ENTERTAINMENT LTD. By: /s/ Chen Tianqiao -------------------------------------------------- Name: Chen Tianqiao Title: Chairman EX-99.2 3 h01026exv99w2.txt EX-99.2 LETTER AGREEMENT DATED FEBRUARY 8, 2007 Exhibit 99.2 [CITIGROUP CORPORATE AND INVESTMENT BANKING LOGO] February 8, 2007 Shanda Interactive Entertainment Ltd. No. 1 Office Building No. 690 Bibo Road Pudong New Area Shanghai, China 201203 Attention: Mr. Chen Tianqiao, Chairman of the Board Ladies and Gentlemen: Citigroup Global Markets Inc. is pleased to present our bid to Shanda Interactive Entertainment Ltd. (the "Company") to sell to Citigroup, as market maker utilizing Rule 144 of the Securities Act of 1933, 4,000,000 ordinary shares of Sina Corporation (the "Securities"). Citigroup hereby purchases the Securities, on a firm commitment basis, at US$32.40 per share. Citigroup's obligations under this letter are subject to, among other things, (i) satisfactory completion of all documentation (including, but not limited to, a seller's representation letter, broker's representation letter, a Form 144, and an irrevocable stock power); (ii) delivery of the Securities to us (through DTC); and (iii) in our reasonable determination, the absence of any material adverse change in the financial markets or in the financial condition, operations or prospects of Sina. Citigroup's obligations herein terminate at 6:00 pm Hong Kong time on February 8, 2007 if not accepted prior to such time. The Company will pay all of its direct expenses relating to the transaction. This agreement is governed by the laws of the State of New York, U.S.A. without giving effect to principles of conflicts of laws. The Company acknowledges that it is not relying on the advice of Citigroup for tax, legal or accounting matters, it is seeking and will rely on the advice of its own professionals and advisors for such matters and it will make an independent analysis and decision regarding any transaction based upon such advice. The Company hereby acknowledges that (a) Citigroup is acting as principal and not as an agent or fiduciary of the Company and (b) its engagement of Citigroup in connection with the transaction is as an independent contractor and not in any other capacity. Neither this agreement nor Citigroup's performance hereunder nor any previous or existing relationship between the Company and Citigroup will be deemed to create any fiduciary relationship. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the transaction (irrespective of whether Citigroup has advised or is currently advising the Company on related or other matters). This agreement contains the entire agreement between us and supersedes all prior understandings, whether written or oral. This agreement may be executed in counterparts. This agreement may not be amended except in writing signed by all parties hereto. 1 Exhibit 99.2 [CITIGROUP CORPORATE AND INVESTMENT BANKING LOGO] We look forward to working with you on this important transaction. Please confirm that the foregoing is in accordance with your understanding of our agreement by signing and returning to us a copy of this letter. Yours sincerely, CITIGROUP GLOBAL MARKETS INC. By: /s/ Albert Ng -------------------------------- Albert Ng Managing Director Accepted and agreed to as of the date set forth above: SHANDA INTERACTIVE ENTERTAINMENT LTD. By: /s/ Chen Tianqiao -------------------------------- Name: Chen Tianqiao Title: Chairman 2 EX-99.3 4 h01026exv99w3.txt EX-99.3 JOINT FILING AGREEMENT Exhibit 99.3 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 Amendment No. 2 to Schedule 13D referred to below) on behalf of each of them of a statement on Amendment No. 2 to 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 -----END PRIVACY-ENHANCED MESSAGE-----