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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report . For the transition period from to Commission file number: 000-30698 SINA CORPORATION (Exact name of Registrant as specified in its charter) Cayman Islands (Jurisdiction of incorporation or organization) 37F, Jin Mao Tower 88 Century Boulevard, Pudong Shanghai 200121, China (Address of principal executive offices) Chief Financial Officer Phone: +8610 8262 8888 Facsimile: +8610 8260 7166 20/F Beijing Ideal International Plaza No. 58 Northwest 4th Ring Road, Haidian District, Beijing, 100080, People’s Republic of China (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registered Ordinary Shares, $0.133 par value The NASDAQ Stock Market LLC Ordinary Shares Purchase Rights (NASDAQ Global Select Market) Securities registered or to be registered pursuant to Section 12(g) of the Act. Not Applicable (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. Not Applicable (Title of Class) As of December 31, 2012, there were 66,639,057 shares of the registrant’s ordinary shares outstanding, $0.133 par value. Table of Contents Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ⌧ Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No ⌧ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ⌧ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ⌧ Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company) Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ⌧ International Financial Reporting Standards as issued Other by the International Accounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ⌧ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents TABLE OF CONTENTS INTRODUCTION 1 INFORMATION REGARDING FORWARD-LOOKING STATEMENTS 2 PART I 3 Item 1. Identity of Directors, Senior Management and Advisers 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 3 Item 4. Information on the Company 32 Item 4A. Unresolved Staff Comments 60 Item 5. Operating and Financial Review and Prospects 60 Item 6. Directors, Senior Management and Employees 79 Item 7. Major Shareholders and Related Party Transactions 89 Item 8. Financial Information 94 Item 9. The Offer and Listing 94 Item 10. Additional Information 95 Item 11. Quantitative and Qualitative Disclosures About Market Risk 101 Item 12. Description of Securities Other than Equity Securities 102 PART II 102 Item 13. Defaults, Dividend Arrearages and Delinquencies 102 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 102 Item 15. Controls and Procedures 103 Item 16A. Audit Committee Financial Expert 103 Item 16B. Code of Ethics 103 Item 16C. Principal Accountant Fees and Services 103 Item 16D. Exemptions from the Listing Standards for Audit Committees 104 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 104 Item 16F. Change in Registrant’s Certifying Accountant 104 Item 16G. Corporate Governance 104 Item 16H. Mine Safety Disclosure 104 PART III 104 Item 17. Financial Statements 104 Item 18. Financial Statements 104 Item 19. Exhibits 104 SIGNATURES 108 Table of Contents INTRODUCTION In this annual report, except where the context otherwise requires and for purposes of this annual report only: • “we,” “us,” “our company,” “the Company,” “our” and “SINA” refer to SINA Corporation, its subsidiaries, and, in the context of describing our operations and consolidated financial information, include our consolidated variable interest entities (“VIEs”) in China; • “China” or “PRC” refers to the People’s Republic of China and, solely for the purpose of this annual report, do not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region or Taiwan; • “GAAP” refers to generally accepted accounting principles in the United States; “PRC GAAP” refers to generally accepted accounting principles in the PRC; • “shares” or “common shares” refer to our ordinary shares; • all references to “RMB” or “renminbi” are to the legal currency of China, and all references to “$,” “dollars,” “US$” and “U.S. dollars” are to the legal currency of the United States. Unless otherwise noted, all translations from RMB to U.S. dollars and from U.S. dollars to RMB in this annual report were made at a rate of RMB6.2301 to US$1.00, the exchange rate on December 31, 2012 as set forth in the H.10 statistical release published by the Federal Reserve Board; and • all discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. 1 Table of Contents INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 20-F contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations. Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including without limitation the disclosures made under the caption “Risk Factors” included herein. 2 Table of Contents PART I Item 1. Identity of Directors, Senior Management and Advisers Not applicable. Item 2. Offer Statistics and Expected Timetable Not applicable. Item 3. Key Information A. Selected Financial Data The selected consolidated financial data present the results for the five fiscal periods ended and as of December 31, 2012. The Company’s historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial data below should be read in conjunction with our consolidated financial statements and notes thereto, “Item 5. Operating and Financial Review and Prospects” below, and the other information contained in this Form 20-F. Years Ended December 31, 2012(1)2011 (2)2010 (3)2009 (4) 2008(5) (In thousands, except per share data) Operations: Net revenues $ 529,329 $ 482,829 $ 402,617 $ 358,567 $ 369,587 Gross profit 281,397 267,481 234,207 200,275 219,252 Income (loss) from operations (8,548) (33,662) 96,243 37,202 74,581 Income (loss) before income tax expense