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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)



SINA CORPORATION
(Name of the Issuer)



Sina Corporation
Mr. Charles Guowei Chao
New Wave MMXV Limited
New Wave Holdings Limited
New Wave Mergersub Limited
(Names of Persons Filing Statement)

Ordinary Shares, par value $0.133 per share
(Title of Class of Securities)

G81477104
(CUSIP Number)

Sina Corporation
No. 8 SINA Plaza,
Courtyard 10, West Xibeiwang East Road
Haidian District
Beijing, 100193
People's Republic of China
Telephone: +86 10 8262 8888
  Mr. Charles Guowei Chao
New Wave MMXV Limited
New Wave Holdings Limited
New Wave Mergersub Limited
7/F SINA Plaza
No. 8 Courtyard 10
West Xibeiwang East Road
Haidian District
Beijing, 100193
People's Republic of China
Telephone: +86 10 5898 3007
With copies to:
Fang Xue, Esq.
Gibson, Dunn & Crutcher LLP
Unit 1301, Tower 1, China Central Place
No. 81 Jianguo Road
Chaoyang District
Beijing 100025
People's Republic of China
+86 10 6502 8500
  Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower
The Landmark
15 Queen's Road Central
Hong Kong
+852 3740 4700
  Peter X. Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30/F, China World Office 2
No. 1, Jianguomenwai Avenue
Chaoyang District
Beijing 100004
People's Republic of China
+86 10 6535 5500



           This statement is filed in connection with (check the appropriate box):

a
o The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b
o The filing of a registration statement under the Securities Act of 1933.

c
o A tender offer

d
ý None of the above

           Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:    o

           Check the following box if the filing is a final amendment reporting the results of the transaction:    o

Calculation of Filing Fee

 
Transaction Valuation*
  Amount of Filing Fee**
 
US$2,215,773,787.50   US$241,740.92
 
*
Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the sum of (a) the aggregate cash payment for the proposed per ordinary share cash payment of US$43.30 for 50,968,653 issued and outstanding ordinary shares of the issuer subject to the transaction, plus (b) the product of 191,960 outstanding restricted stock units that shall have become vested or are expected to vest on or prior to December 31, 2020 subject to the transaction multiplied by US$43.30 per unit, plus (c) the product of 87,268 shares issuable under all outstanding and unexercised options that shall have become vested or are expected to vest on or prior to December 31, 2020 multiplied by US$5.95 per share (which is the difference between the US$43.30 per ordinary share merger consideration and the weighted average exercise price of US$37.35 per share of such options) ((a), (b), and (c) together, the "Transaction Valuation").

**
The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2021, was calculated by multiplying the Transaction Valuation by 0.0001091.
o
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:       Filing Party:    
Form or Registration No.:       Date Filed:    

   


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TABLE OF CONTENTS

Item 1

 

Summary of Term Sheet

  3

Item 2

 

Subject Company Information

  3

Item 3

 

Identity and Background of Filing Persons

  3

Item 4

 

Terms of the Transaction

  4

Item 5

 

Past Contracts, Transactions, Negotiations and Agreements

  5

Item 6

 

Purposes of the Transaction and Plans or Proposals

  6

Item 7

 

Purposes, Alternatives, Reasons and Effects

  7

Item 8

 

Fairness of the Transaction

  8

Item 9

 

Reports, Opinions, Appraisals and Negotiations

  9

Item 10

 

Source and Amount of Funds or Other Consideration

  10

Item 11

 

Interest in Securities of the Subject Company

  11

Item 12

 

The Solicitation or Recommendation

  11

Item 13

 

Financial Statements

  12

Item 14

 

Persons/Assets, Retained, Employed, Compensated or Used

  12

Item 15

 

Additional Information

  12

Item 16

 

Exhibits

  12

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INTRODUCTION

        This Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this "Transaction Statement"), is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), jointly by the following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (a) Sina Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"), the issuer of the ordinary shares, par value US$0.133 per share (each, an "Ordinary Share" and collectively, the "Ordinary Shares") that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Mr. Charles Guowei Chao, the chairman of the board of directors and chief executive officer of the Company (the "Chairman"); (c) New Wave MMXV Limited, a company incorporated under the laws of the British Virgin Islands ("New Wave"); (d) New Wave Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and a wholly owned subsidiary of New Wave ("Parent"); and (e) New Wave Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and a wholly owned subsidiary of Parent ("Merger Sub").

        On September 28, 2020, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the "Merger Agreement") providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company after the Merger as a wholly owned subsidiary of Parent (the "Merger").

        Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each of the Ordinary Shares issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive US$43.30 (the "Per Share Merger Consideration") in cash, without interest, except for (x) (a) 8,850,075 Ordinary Shares and 7,150 Class A preference shares, par value $1.00 per share (each, a "Class A Preference Share" and, together with the Ordinary Shares, the "Shares") beneficially owned (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the Chairman and New Wave (together, the "Rollover Shareholders") as of September 28, 2020, and any other Shares that may be acquired by any Rollover Shareholder between September 28, 2020 and the Effective Time (collectively, the "Rollover Shares"), (b) Shares held by Parent, Merger Sub, the Rollover Shareholders and any of their respective affiliates, and (c) Shares held by the Company or any Subsidiary (as defined under the Merger Agreement) of the Company or held in the Company's treasury, in each case, immediately prior to the Effective Time, which will be cancelled and cease to exist at the Effective Time without payment of any consideration or distribution therefor, and (y) Shares held by shareholders who have validly exercised and have not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands (the "Dissenting Shares"), which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of the Dissenting Shares in accordance with Section 238 of the Companies Law of the Cayman Islands.

        In addition to the foregoing, at the Effective Time, each option (each, a "Company Option") to purchase Shares granted under the Amended and Restated 2007 Share Incentive Plan of the Company, the 2015 Share Incentive Plan of the Company and the 2019 Share Incentive Plan of the Company (collectively, the "Company Share Plans"), that is vested and outstanding immediately prior to the Effective Time, will be cancelled in exchange for the right of each holder of such Company Option to receive cash, without interest and net of any applicable withholding taxes, in the amount equal to the product of (x) the excess, if any, of the Per Share Merger Consideration over the exercise price of such Company Option and (y) the number of Shares underlying such Company Option (assuming such holder exercises such Company Option in full immediately prior to the Effective Time), provided that if the exercise price per Share of any such Company Option is greater than the Per Share Merger Consideration, such Company Option will be cancelled without any cash payment being made in respect thereof.

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        At the Effective Time, each unvested Company Option that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company Option, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company Option.

        At the Effective Time, each restricted share unit granted under the Company Share Plans (each, a "Company RSU"), that is vested and outstanding immediately prior to the Effective Time, will be cancelled in exchange for the right of the holder of such Company RSU to receive cash, without interest and net of any applicable withholding taxes, in the amount equal to the Per Share Merger Consideration.

        At the Effective Time, each restricted Company RSU that is unvested and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company RSU, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company RSU.

        The Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including obtaining the requisite approval of the shareholders of the Company. The Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the "Plan of Merger") and the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the "Transactions"), including the Merger, must be authorized and approved by a special resolution (as defined in the Cayman Islands Companies Law) of the Company passed by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the outstanding Shares present and voting in person or by proxy as a single class at the extraordinary general meeting or any adjournment or postponement thereof. Pursuant to a rollover and support agreement dated September 28, 2020 entered into by and between Parent and the Rollover Shareholders (the "Support Agreement"), the Rollover Shareholders have agreed to vote all of the Rollover Shares in favor of the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, which Shares represent approximately 14.8% of the total issued and outstanding Shares in the Company and approximately 61.2% of the total voting power of the outstanding Shares in the Company.

        The Company will make available to its shareholders a proxy statement (the "Proxy Statement," a preliminary copy of which is attached as Exhibit (a)-(1) to this Transaction Statement), relating to the extraordinary general meeting of the Company's shareholders, at which the Company's shareholders will consider and vote upon, among other proposals, a proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement.

        The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto.

        All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, has supplied any information with respect to any other Filing Person.

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Item 1  Summary of Term Sheet

        The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 2  Subject Company Information

(a)
Name and Address.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

    "SUMMARY TERM SHEET—The Parties Involved in the Merger"

(b)
Securities.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "THE EXTRAORDINARY GENERAL MEETING—Record Date; Shares Entitled to Vote"

    THE EXTRAORDINARY GENERAL MEETING—Procedures for Voting"

    "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE COMPANY"

(c)
Trading Market and Price.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

    "MARKET PRICE OF THE COMPANY'S SHARES, DIVIDENDS AND OTHER MATTERS"

(d)
Dividends.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

    "MARKET PRICE OF THE COMPANY'S SHARES, DIVIDENDS AND OTHER MATTERS"

(e)
Prior Public Offerings.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

    "TRANSACTIONS IN SHARES—Prior Public Offerings"

(f)
Prior Stock Purchases.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

    "TRANSACTIONS IN SHARES"

Item 3  Identity and Background of Filing Persons

(a)
Name and Address.    Sina Corporation is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—The Parties Involved in the Merger"

    "ANNEX H—DIRECTORS AND EXECUTIVE OFFICERS OF EACH FILING PERSON"

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(b)
Business and Background of Entities.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—The Parties Involved in the Merger"

    "ANNEX H—DIRECTORS AND EXECUTIVE OFFICERS OF EACH FILING PERSON"

(c)
Business and Background of Natural Persons.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—The Parties Involved in the Merger"

    "ANNEX H—DIRECTORS AND EXECUTIVE OFFICERS OF EACH FILING PERSON"

Item 4  Terms of the Transaction

(a)
-(1)      Material Terms—Tender Offers.    Not applicable.

(a)
-(2)      Material Terms—Merger or Similar Transactions.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET"

    "QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER"

    "SPECIAL FACTORS—Background of the Merger"

    "SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"

    "SPECIAL FACTORS—Purposes of and Reasons for the Merger"

    "SPECIAL FACTORS—Support Agreement"

    "SPECIAL FACTORS"—Limited Guarantee

    "SPECIAL FACTORS"—Financing of the Merger-Equity Financing

    "SPECIAL FACTORS—Interests of Certain Persons in the Merger"

    "SPECIAL FACTORS—U.S. Federal Income Tax Consequences"

    "SPECIAL FACTORS—PRC Income Tax Consequences"

    "SPECIAL FACTORS—Cayman Islands Tax Consequences"

    "THE EXTRAORDINARY GENERAL MEETING"

    "THE MERGER AGREEMENT"

    "ANNEX A—AGREEMENT AND PLAN OF MERGER"

    "ANNEX B—PLAN OF MERGER"

(c)
Different Terms.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SPECIAL FACTORS—Interests of Certain Persons in the Merger"

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(d)
Appraisal Rights.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—Dissenters' Rights of Shareholders"

    "QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER"

    "DISSENTERS' RIGHTS"

    "ANNEX G—CAYMAN ISLANDS COMPANIES LAW CAP. 22 (LAW 3 OF 1961, AS CONSOLIDATED AND REVISED)—SECTION 238"

(e)
Provisions for Unaffiliated Security Holders.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

    "PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS"

(f)
Eligibility of Listing or Trading.    Not applicable.

Item 5  Past Contracts, Transactions, Negotiations and Agreements

(a)
Transactions.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SPECIAL FACTORS—Interests of Certain Persons in the Merger"

    "SPECIAL FACTORS—Related Party Transactions"

    "TRANSACTIONS IN SHARES"

(b)
Significant Corporate Events.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SPECIAL FACTORS—Background of the Merger"

    "SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"

    "SPECIAL FACTORS—Purposes of and Reasons for the Merger"

    "SPECIAL FACTORS—Interests of Certain Persons in the Merger"

    "THE MERGER AGREEMENT"

    "ANNEX A—AGREEMENT AND PLAN OF MERGER"

    "ANNEX B—PLAN OF MERGER"

(c)
Negotiations or Contacts.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "Summary Term Sheet"

    "SPECIAL FACTORS—Background of the Merger"

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(e)
Agreements Involving the Subject Company's Securities.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—Financing of the Merger"

    "SUMMARY TERM SHEET—Plans for the Company after the Merger"

    "SUMMARY TERM SHEET—Support Agreement"

    "SPECIAL FACTORS—Background of the Merger"

    "SPECIAL FACTORS—Financing of the Merger"

    "SPECIAL FACTORS—Plans for the Company after the Merger"

    "SPECIAL FACTORS—Support Agreement"

    "SPECIAL FACTORS—Interests of Certain Persons in the Merger"

    "SPECIAL FACTORS—Voting by the Buyer Group at the Extraordinary General Meeting"

    "THE MERGER AGREEMENT"

    "TRANSACTIONS IN SHARES"

    "ANNEX A—AGREEMENT AND PLAN OF MERGER"

    "ANNEX B—PLAN OF MERGER"

Item 6  Purposes of the Transaction and Plans or Proposals

(b)
Use of Securities Acquired.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET"

    "QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER"

    "SPECIAL FACTORS—Purposes of and Reasons for the Merger"

    "SPECIAL FACTORS—Effects of the Merger on the Company"

    "THE MERGER AGREEMENT"

    "ANNEX A—AGREEMENT AND PLAN OF MERGER"

    "ANNEX B—PLAN OF MERGER"

(c)
(1)-(8) Plans.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—The Merger Agreement"

    "SUMMARY TERM SHEET—Purposes and Effects of the Merger"

    "SUMMARY TERM SHEET—Plans for the Company after the Merger"

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Item 7  Purposes, Alternatives, Reasons and Effects

(a)
Purposes.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—Purposes and Effects of the Merger"

    "SUMMARY TERM SHEET—Plans for the Company after the Merger"

    "SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"

    "SPECIAL FACTORS—Purposes of and Reasons for the Merger"

(b)
Alternatives.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SPECIAL FACTORS—Background of the Merger"

    "SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"

    "SPECIAL FACTORS—Position of the Buyer Group as to the Fairness of the Merger"

    "SPECIAL FACTORS—Purposes of and Reasons for the Merger"

    "SPECIAL FACTORS—Alternatives to the Merger"

    "SPECIAL FACTORS—Effects on the Company if the Merger is not Completed"

(c)
Reasons.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—Purposes and Effects of the Merger"

    "SPECIAL FACTORS—Background of the Merger"

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(d)
Effects.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—Purposes and Effects of the Merger"

    "SPECIAL FACTORS—Background of the Merger"

    "SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"

    "SPECIAL FACTORS—Effects of the Merger on the Company"

    "SPECIAL FACTORS—Plans for the Company after the Merger"

    "SPECIAL FACTORS—Effects on the Company if the Merger is not Completed"

    "SPECIAL FACTORS—Interests of Certain Persons in the Merger"

    "SPECIAL FACTORS—U.S. Federal Income Tax Consequences"

    "SPECIAL FACTORS—PRC Income Tax Consequences"

    "SPECIAL FACTORS—Cayman Islands Tax Consequences"

    "THE MERGER AGREEMENT"

    "ANNEX A—AGREEMENT AND PLAN OF MERGER"

    "ANNEX B—PLAN OF MERGER"

Item 8  Fairness of the Transaction

(a)
-(b)      Fairness; Factors Considered in Determining Fairness.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—Recommendation of the Special Committee and the Board"

    "SUMMARY TERM SHEET—Position of the Buyer Group as to the Fairness of the Merger"

    "SUMMARY TERM SHEET—Opinion of the Special Committee's Financial Advisor"

    "SUMMARY TERM SHEET—Interests of the Company's Executive Officers and Directors in the Merger"

    "SPECIAL FACTORS—Background of the Merger"

    "SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"

    "SPECIAL FACTORS—Position of the Buyer Group as to the Fairness of the Merger"

    "SPECIAL FACTORS—Opinion of the Special Committee's Financial Advisor"

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(c)
Approval of Security Holders.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—Shareholder Vote Required to Authorize and Approve the Merger Agreement and Plan of Merger"

    "QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER"

    "THE EXTRAORDINARY GENERAL MEETING—Vote Required"

(d)
Unaffiliated Representative.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SPECIAL FACTORS—Background of the Merger"

    "SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"

    "SPECIAL FACTORS—Opinion of the Special Committee's Financial Advisor"

    "ANNEX F—OPINION OF MORGAN STANLEY ASIA LIMITED AS FINANCIAL ADVISOR"

(e)
Approval of Directors.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—Recommendation of the Special Committee and the Board"

    "QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER"

    "SPECIAL FACTORS—Background of the Merger"

    "SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"

(f)
Other Offers.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SPECIAL FACTORS—Background of the Merger"

    "SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"

Item 9  Reports, Opinions, Appraisals and Negotiations

(a)
Report, Opinion or Appraisal.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—Opinion of the Special Committee's Financial Advisor"

    "SPECIAL FACTORS—Background of the Merger"

    "SPECIAL FACTORS—Opinion of the Special Committee's Financial Advisor"

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(b)
Preparer and Summary of the Report, Opinion or Appraisal.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SPECIAL FACTORS—Opinions of the Special Committee's Financial Advisor"

    "ANNEX F—OPINION OF MORGAN STANLEY ASIA LIMITED AS FINANCIAL ADVISOR"

(c)
Availability of Documents.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

    "WHERE YOU CAN FIND MORE INFORMATION"

        The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.

Item 10  Source and Amount of Funds or Other Consideration

(a)
Source of Funds.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—Financing of the Merger"

    "SPECIAL FACTORS—Financing of the Merger"

    "THE MERGER AGREEMENT"

    "ANNEX A—AGREEMENT AND PLAN OF MERGER"

    "ANNEX B—PLAN OF MERGER"

(b)
Conditions.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—Financing of the Merger"

    "SPECIAL FACTORS—Financing of the Merger"

(c)
Expenses.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

    "SPECIAL FACTORS—Fees and Expenses"

(d)
Borrowed Funds.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

    "SUMMARY TERM SHEET—Financing of the Merger"

    "SPECIAL FACTORS—Financing of the Merger"

    "THE MERGER AGREEMENT—Financing"

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Item 11  Interest in Securities of the Subject Company

(a)
Securities Ownership.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—Interests of the Company's Executive Officers and Directors in the Merger"

    "SPECIAL FACTORS—Interests of Certain Persons in the Merger"

    "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE COMPANY"

(b)
Securities Transactions.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

    "TRANSACTIONS IN SHARES"

Item 12  The Solicitation or Recommendation

(d)
Intent to Tender or Vote in a Going-Private Transaction.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—Interests of the Company's Executive Officers and Directors in the Merger"

    "SUMMARY TERM SHEET—Support Agreement"

    "SPECIAL FACTORS—Support Agreement"

    "QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER"

    "SPECIAL FACTORS—Voting by the Buyer Group at the Extraordinary General Meeting"

    "THE EXTRAORDINARY GENERAL MEETING—Vote Required"

    "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE COMPANY"

(e)
Recommendations of Others.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—Recommendation of the Special Committee and the Board"

    "SUMMARY TERM SHEET—Position of the Buyer Group as to the Fairness of the Merger"

    "SUMMARY TERM SHEET—Support Agreement"

    "SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"

    "SPECIAL FACTORS—Position of the Buyer Group as to the Fairness of the Merger"

    "SPECIAL FACTORS—Support Agreement"

    "THE EXTRAORDINARY GENERAL MEETING—The Board's Recommendation"

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Item 13  Financial Statements

(a)
Financial Information.    The audited financial statements of the Company for the two years ended December 31, 2018 and 2019 are incorporated herein by reference to the Company's Form 20-F for the year ended December 31, 2019, originally filed on April 29, 2020 (see page F-1 and following pages).

        The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b)
Pro Forma Information.    Not applicable.

Item 14  Persons/Assets, Retained, Employed, Compensated or Used

(a)
Solicitation or Recommendations.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

    "THE EXTRAORDINARY GENERAL MEETING—Solicitation of Proxies"

(b)
Employees and Corporate Assets.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

    "SUMMARY TERM SHEET—The Parties Involved in the Merger"

    "SPECIAL FACTORS—Interests of Certain Persons in the Merger"

    "ANNEX H—DIRECTORS AND EXECUTIVE OFFICERS OF EACH FILING PERSON"

Item 15  Additional Information

(b)
Other Material Information.    The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16  Exhibits

  (a)-(1)   Preliminary Proxy Statement of the Company dated October 13, 2020 (the "Proxy Statement").

 

(a)-(2)

 

Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.

 

(a)-(3)

 

Form of Proxy Card, incorporated herein by reference to Annex I to the Proxy Statement.

 

(a)-(4)

 

Press Release issued by the Company, dated September 28, 2020, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on September 28, 2020.

 

(a)-(5)

 

Press Release issued by the Company, dated September 29, 2020, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on September 29, 2020.

 

(b)-(1)

 

Debt Commitment Letter, dated September 27, 2020, by China Minsheng Banking Corp., Ltd. Shanghai Branch to New Wave, incorporated herein by reference to Exhibit C to the Schedule 13D/A filed by the Chairman and New Wave with the SEC on September 29, 2020.

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  (b)-(2)   Debt Commitment Letter, dated September 28, 2020, by China Minsheng Banking Corp., Ltd. Hong Kong Branch to New Wave, incorporated herein by reference to Exhibit D to the Schedule 13D/A filed by the Chairman and New Wave with the SEC on September 29, 2020.

 

(c)-(1)

 

Opinion of Morgan Stanley Asia Limited, dated September 28, 2020, incorporated herein by reference to Annex F to the Proxy Statement.

 

(c)-(2)

 

Discussion Materials prepared by Morgan Stanley Asia Limited for discussion with the special committee of the board of directors of the Company, dated September 28, 2020.

 

(d)-(1)

 

Agreement and Plan of Merger, dated as of September 28, 2020, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.

 

(d)-(2)

 

Support Agreement, dated as of September 28, 2020, by and among the Chairman, New Wave and Parent, incorporated herein by reference to Exhibit F to the Schedule 13D/A filed by the Chairman and New Wave with the SEC on September 29, 2020.

 

(d)-(3)

 

Limited Guarantee, dated as of September 28, 2020, by and between New Wave and the Company, incorporated herein by reference to Exhibit G to the Schedule 13D/A filed by the Chairman and New Wave with the SEC on September 29, 2020.

 

(d)-(4)

 

Equity Commitment Letter, dated September 28, 2020, by the Chairman to New Wave, incorporated herein by reference to Exhibit E to the Schedule 13D/A filed by the Chairman and New Wave with the SEC on September 29, 2020.

 

(f)-(1)

 

Dissenters' Rights, incorporated herein by reference to the section entitled "Dissenters' Rights" in the Proxy Statement.

 

(f)-(2)

 

Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex G to the Proxy Statement.

 

(g)      

 

Not applicable.

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EXHIBIT INDEX

(a)-(1)   Preliminary Proxy Statement of the Company dated October 13, 2020 (the "Proxy Statement").

(a)-(2)

 

Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.

(a)-(3)

 

Form of Proxy Card, incorporated herein by reference to Annex I to the Proxy Statement.

(a)-(4)

 

Press Release issued by the Company, dated September 28, 2020, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on September 28, 2020.

(a)-(5)

 

Press Release issued by the Company, dated September 29, 2020, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on September 29, 2020.

(b)-(1)

 

Debt Commitment Letter, dated September 27, 2020, by China Minsheng Banking Corp., Ltd. Shanghai Branch to New Wave, incorporated herein by reference to Exhibit C to the Schedule 13D/A filed by the Chairman and New Wave with the SEC on September 29, 2020.

(b)-(2)

 

Debt Commitment Letter, dated September 28, 2020, by China Minsheng Banking Corp., Ltd. Hong Kong Branch to New Wave, incorporated herein by reference to Exhibit D to the Schedule 13D/A filed by the Chairman and New Wave with the SEC on September 29, 2020.

(c)-(1)

 

Opinion of Morgan Stanley Asia Limited, dated September 28, 2020, incorporated herein by reference to Annex F to the Proxy Statement.

(c)-(2)

 

Discussion Materials prepared by Morgan Stanley Asia Limited for discussion with the special committee of the board of directors of the Company, dated September 28, 2020.

(d)-(1)

 

Agreement and Plan of Merger, dated as of September 28, 2020, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.

(d)-(2)

 

Support Agreement, dated as of September 28, 2020, by and among the Chairman, New Wave and Parent, incorporated herein by reference to Exhibit F to the Schedule 13D/A filed by the Chairman and New Wave with the SEC on September 29, 2020.

(d)-(3)

 

Limited Guarantee, dated as of September 28, 2020, by and between New Wave and the Company, incorporated herein by reference to Exhibit G to the Schedule 13D/A filed by the Chairman and New Wave with the SEC on September 29, 2020.

(d)-(4)

 

Equity Commitment Letter, dated September 28, 2020, by the Chairman to New Wave, incorporated herein by reference to Exhibit E to the Schedule 13D/A filed by the Chairman and New Wave with the SEC on September 29, 2020.

(f)-(1)

 

Dissenters' Rights, incorporated herein by reference to the section entitled "Dissenters' Rights" in the Proxy Statement.

(f)-(2)

 

Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex G to the Proxy Statement.

(g)

 

Not applicable.

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SIGNATURES

        After due 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.

Date: October 13, 2020            
    SINA CORPORATION

 

 

By:

 

/s/ SONG YI ZHANG

        Name:   Song Yi Zhang
        Title:   Chairperson of the Special Committee

 

 

CHARLES GUOWEI CHAO

 

 

By:

 

/s/ CHARLES GUOWEI CHAO


 

 

NEW WAVE MMXV LIMITED

 

 

By:

 

/s/ CHARLES GUOWEI CHAO

        Name:   Charles Guowei Chao
        Title:   Director

 

 

NEW WAVE HOLDINGS LIMITED

 

 

By:

 

/s/ CHARLES GUOWEI CHAO

        Name:   Charles Guowei Chao
        Title:   Sole Director

 

 

NEW WAVE MERGERSUB LIMITED

 

 

By:

 

/s/ CHARLES GUOWEI CHAO

        Name:   Charles Guowei Chao
        Title:   Sole Director

   

[Signature Page to Schedule 13E-3 Transaction Statement]

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Exhibit (a)-(1)

PRELIMINARY PROXY STATEMENT OF THE COMPANY

GRAPHIC

Shareholders of Sina Corporation
Re: Notice of Extraordinary General Meeting of Shareholders

Dear Shareholder:

        You are cordially invited to attend an extraordinary general meeting of shareholders of Sina Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"), to be held on                    at               a.m. (Beijing time). The meeting will be held at                   . The accompanying notice of the extraordinary general meeting and proxy statement provide information regarding the matters to be considered and voted on at the extraordinary general meeting, including at any adjournment or postponement thereof.

        On September 28, 2020, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with New Wave Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), and New Wave Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company (the "Merger"), with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent. The purpose of the extraordinary general meeting is for you and the other shareholders of the Company to consider and vote, amongst other things, upon a proposal to authorize and approve the Merger Agreement and the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the "Plan of Merger") and the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the "Transactions"), including the Merger. Copies of the Merger Agreement and the form of the Plan of Merger are attached as Annex A and Annex B, respectively, to the accompanying proxy statement.

        As of the date of the accompanying proxy statement, Parent is wholly owned by New Wave MMXV Limited ("New Wave"), a company with limited liability incorporated under the laws of the British Virgin Islands and controlled by Mr. Charles Guowei Chao, the chairman and chief executive officer of the Company (the "Chairman"). At the effective time of the Merger (the "Effective Time"), Parent will be beneficially owned by the Chairman and New Wave (collectively, the "Rollover Shareholders"). Parent, Merger Sub, and the Rollover Shareholders are collectively referred to herein as theBuyer Group." Parent and Merger Sub were formed solely for the purpose of the Merger. As of the date of the accompanying proxy statement, the Buyer Group together beneficially owns 8,850,075 ordinary shares, par value US$0.133 per share, of the Company (each, an "Ordinary Share") and 7,150 Class A preference shares, par value US$1.00 per share, of the Company (each, a "Class A Preference Share"), which represent approximately 14.8% of the total issued and outstanding shares in the Company and approximately 61.2% of the total voting power of the outstanding shares in the Company (each, a "Share"). If the Merger is completed, the Company will continue its operations as a privately held company and will be wholly owned by Parent, and the Ordinary Shares will no longer be listed on the NASDAQ Stock Market LLC ("NASDAQ").

        If the Merger is completed, at the Effective Time, each Ordinary Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below) and the Dissenting Shares (as defined below), will be cancelled in exchange for the right to receive an amount in cash equal to US$43.30 per Ordinary Share (the "Per Share Merger Consideration"), without interest.


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Notwithstanding the foregoing, if the Merger is completed, the following Shares will be cancelled and cease to exist at the Effective Time and will not entitle the holders thereof to the right to receive the Per Share Merger Consideration described in the immediately preceding sentence:

        At the Effective Time, each option (each, a "Company Option") to purchase Shares granted under the Amended and Restated 2007 Share Incentive Plan of the Company, the 2015 Share Incentive Plan of the Company and the 2019 Share Incentive Plan of the Company (collectively, the "Company Share Plans"), that is vested and outstanding immediately prior to the Effective Time, will be cancelled in exchange for the right of each holder of such Company Option to receive cash, without interest and net of any applicable withholding taxes, in the amount equal to the product of (x) the excess, if any, of the Per Share Merger Consideration over the exercise price of such Company Option and (y) the number of Shares underlying such Company Option (assuming such holder exercises such Company Option in full immediately prior to the Effective Time), provided that if the exercise price per Share of any such Company Option is greater than the Per Share Merger Consideration, such Company Option will be cancelled without any cash payment being made in respect thereof.

        At the Effective Time, each unvested Company Option that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company Option, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company Option.

        At the Effective Time, each restricted share unit granted under the Company Share Plans (each, a "Company RSU"), that is vested and outstanding immediately prior to the Effective Time, will be cancelled in exchange for the right of the holder of such Company RSU to receive cash, without interest and net of any applicable withholding taxes, in the amount equal to the Per Share Merger Consideration.

        At the Effective Time, each restricted Company RSU that is unvested and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company RSU, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company RSU.

        The Buyer Group intends to fund the merger consideration through a combination of (i) rollover equity (represented by the Rollover Shares) from the Rollover Shareholders, (ii) cash contribution by the

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Chairman, (iii) proceeds from committed term loan facilities from China Minsheng Banking Corp., Ltd. Shanghai Branch and China Minsheng Banking Corp., Ltd. Hong Kong Branch, and (iv) available unrestricted cash in U.S. dollars from the Company. On September 28, 2020, New Wave executed and delivered a limited guarantee (the "Limited Guarantee") in favor of the Company to guarantee certain payment obligations of Parent and Merger Sub under the Merger Agreement.

        On September 28, 2020, a special committee of the board of directors of the Company (the "Board"), composed solely of independent and disinterested directors (the "Special Committee"), acting with full power and authority delegated by the Board, reviewed and considered the terms and conditions of the Merger Agreement, the Plan of Merger, and the Transactions, including the Merger. The Special Committee, after consultation with its financial advisor and legal counsel and due consideration of all relevant factors, unanimously (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company and its unaffiliated security holders of the Company as such terms are defined in Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the "Unaffiliated Security Holders"), and it is advisable for the Company to enter into the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and (b) recommended that the Board authorize and approve the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including the Merger.

        On September 28, 2020, the Board (other than the Chairman who abstained from the vote), acting upon the unanimous recommendation of the Special Committee, (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company and the Unaffiliated Security Holders and it is advisable for the Company to enter into the Merger Agreement, the Plan of Merger, and to consummate the Transactions, including the Merger, (b) authorized and approved the Merger Agreement, the Plan of Merger, the Transactions, including the Merger, and the Limited Guarantee, and (c) resolved to recommend the approval and authorization of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, to the shareholders of the Company and directed that the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted to the shareholders of the Company for authorization and approval.

        Accordingly, the Board recommends that you vote FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including (i) the Merger, (ii) the variation of the authorized share capital of the Company from US$23,700,000 divided into 150,000,000 ordinary shares of a par value of US$0.133 each and 3,750,000 preference shares of $1.00 par value per share to authorized share capital of the Company of US$23,700,000 divided into 237,000,000 ordinary shares of a par value of US$0.1 each, at the Effective Time, and (iii) the amendment and restatement of the existing memorandum and articles of association by their deletion in their entirety and the substitution in their place of the new memorandum and articles of association at the Effective Time, in the form attached as Appendix II to the Plan of Merger, FOR the proposal to authorize each of the members of the Special Committee and the Chief Financial Officer of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the Transactions, including the Merger, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

        The Merger cannot be completed unless the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, are authorized and approved by a special resolution (as defined in the Cayman Islands Companies Law) of the Company passed by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the outstanding Shares present and voting in person or by proxy as a single class at the extraordinary general meeting or any adjournment or postponement thereof. As of the date of the accompanying proxy statement, the Buyer Group beneficially owns in the aggregate 8,850,075 Ordinary Shares and 7,150 Class A Preference Share,

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which collectively represent approximately 14.8% of the Company's total issued and outstanding Shares and approximately 61.2% of the voting power of the total issued and outstanding Shares as of the date of the accompanying proxy statement, all of which will be voted in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger. Accordingly, based on                    Shares expected to be issued and outstanding on                   , the record date for voting Shares at the extraordinary general meeting (the "Share Record Date"), and assuming that members of the Buyer Group vote all their Shares in favor of the special resolutions,                    Shares owned by the Unaffiliated Security Holders equal to approximately             % of the voting power of the entire issued and outstanding Shares as of the Share Record Date must be voted in favor of the special resolutions to be proposed at the extraordinary general meeting for them to be approved, assuming all shareholders of the Company will be present and voting in person or by proxy at the extraordinary general meeting.

        The accompanying proxy statement provides detailed information about the Merger and the extraordinary general meeting. We encourage you to read the entire document and all of the attachments and other documents referred to or incorporated by reference herein carefully. You may also obtain more information about the Company from documents the Company has filed with the United States Securities and Exchange Commission (the "SEC"), which are available for free at the SEC's website www.sec.gov.

        The Rollover Shareholders will exercise their rights as registered shareholders of the Company to demand poll voting at the meeting and accordingly voting will take place by poll voting. Whether or not you plan to attend the extraordinary general meeting, please complete the accompanying proxy card, in accordance with the instructions set forth on the proxy card, as promptly as possible. The deadline to lodge your proxy card is                    at         a.m. (Beijing time), being 48 hours before the time appointed for the extraordinary general meeting. Each registered holder of Ordinary Shares has one vote for each Ordinary Share held as of 5 p.m. Cayman Islands time on the Share Record Date.

        Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if you hold your Shares through a financial intermediary such as a broker, bank or nominee, you must rely on the procedures of the financial intermediary through which you hold your Shares if you wish to vote at the extraordinary general meeting.

        Shareholders who dissent from the Merger will have the right to receive payment of the fair value of their Shares as determined by the Grand Court of the Cayman Islands in accordance with Section 238 of the Cayman Islands Companies Law if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Law for the exercise of dissenters' rights, a copy of which is attached as Annex G to the accompanying proxy statement. The fair value of your Shares as determined by the Grand Court of the Cayman Islands under the Cayman Islands Companies Law could be more than, the same as, or less than the merger consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters' rights with respect to your Shares.

        Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this letter or in the accompanying notice of the extraordinary general meeting or proxy statement. Any representation to the contrary is a criminal offense.

        If you have any questions or need assistance voting your Shares, please call our Investor Relations Department at +86 10 5898 3336.

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        Thank you for your cooperation and continued support.

Sincerely,   Sincerely,

  

Song Yi Zhang
Chairperson of the Special Committee

 

  

Charles Guowei Chao
Chairman of the Board

        The accompanying proxy statement is dated               , and is first being mailed to the Company's shareholders on or about               .

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SINA CORPORATION

NOTICE OF EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON                 

Dear Shareholder:

        Notice is hereby given that an extraordinary general meeting of the shareholders of Sina Corporation (referred to herein alternately as the "Company," "us," "we" or other terms correlative thereto), will be held on                    at          a.m. (Beijing time) at                   .

        Only registered holders of ordinary shares of the Company, par value US$0.133 per share (each, an "Ordinary Share"), and Class A preference shares, par value US$1.00 per share (each, a "Class A Preference Share"; and the Class A Preference Shares together with the Ordinary Shares, the "Shares"), as of 5 p.m. Cayman Islands time on                    (the "Share Record Date") or their proxy holders are entitled to attend and vote at this extraordinary general meeting or any adjournment thereof. At the extraordinary general meeting, you will be asked to consider and vote upon the following resolutions:

        THAT the Agreement and Plan of Merger, dated as of September 28, 2020 (the "Merger Agreement"), among the Company, New Wave Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), and New Wave Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company (the "Merger"), with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent (such Merger Agreement being in the form attached as Annex A to the proxy statement accompanying this notice of extraordinary general meeting and which will be produced and made available for inspection at the extraordinary general meeting), the plan of merger required to be registered with the Registrar of Companies of the Cayman Islands in connection with the Merger (the "Plan of Merger") (such Plan of Merger being substantially in the form attached as Annex B to the proxy statement accompanying this notice of extraordinary general meeting and which will be produced and made available for inspection at the extraordinary general meeting), and the consummation of the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the "Transactions") including (i) the Merger, (ii) the variation of the authorized share capital of the Company from US$23,700,000 divided into 150,000,000 ordinary shares of a par value of US$0.133 each and 3,750,000 preference shares of $1.00 par value per share to authorized share capital of the Company of US$23,700,000 divided into 237,000,000 ordinary shares of a par value of US$0.1 each (the "Variation of Capital"), and (iii) the amendment and restatement of the existing memorandum and articles of association of the Company by their deletion in their entirety and the substitution in their place of the new memorandum and articles of association at the effective time of the Merger (the "Effective Time"), in the form attached as Appendix II to the Plan of Merger (the "Adoption of Amended M&A"), be approved and authorized by the Company;

        THAT each member of a special committee of the Board, composed solely of independent and disinterested directors of the Company (the "Special Committee") and the Chief Financial Officer of the Company each be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A; and

        THAT the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

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        Please refer to the accompanying proxy statement, which is attached to and made a part of this notice. A list of the Company's shareholders will be available at its principal executive offices at SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China, during ordinary business hours for the two business days immediately prior to the extraordinary general meeting.

        New Wave MMXV Limited ("New Wave"), a company with limited liability incorporated under the laws of the British Virgin Islands and controlled by Mr. Charles Guowei Chao, the chairman and chief executive officer of the Company (the "Chairman" and, together with New Wave, the "Rollover Shareholders"), the Chairman and Parent have entered into a rollover and support agreement, dated as of September 28, 2020 (the "Support Agreement"), which provides, among other things, that each Rollover Shareholder will (a) vote all of the Shares owned by it in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and (b) refrain from selling or otherwise transferring the Shares owned by it, in each case in accordance with the terms of the Support Agreement. A copy of the Support Agreement is attached as Annex C to the accompanying proxy statement. As of the date of the accompanying proxy statement, the Rollover Shareholders beneficially own 8,850,075 Ordinary Shares of the Company and 7,150 Class A Preference Shares, which collectively represent approximately 14.8% of the total issued and outstanding Shares in the Company and approximately 61.2% of the total voting power of the outstanding Shares in the Company.

        After careful consideration and upon the unanimous recommendation of the Special Committee, the Board (other than the Chairman who abstained from the vote) (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company and the unaffiliated security holders of the Company as such terms are defined in Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the "Unaffiliated Security Holders"), and it is advisable for the Company to enter into the Merger Agreement and the Plan of Merger and to consummate the Transactions, including the Merger, (b) authorized and approved the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and the Limited Guarantee by New Wave in favor of the Company pursuant to which New Wave will guarantee certain payment obligations of Parent and Merger Sub under the Merger Agreement (the "Limited Guarantee") and (c) resolved to recommend the approval and authorization of the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including the Merger, to the shareholders of the Company and directed that the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted to a vote of the shareholders of the Company for authorization and approval. The Board recommends that you vote FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital, and the Adoption of Amended M&A, FOR the proposal to authorize members of the Special Committee and the Chief Financial Officer of the Company, to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the Transactions, including the Merger, the Variation of Capital, and the Adoption of Amended M&A, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

        Regardless of the number of Shares that you own, your vote is very important. The Merger cannot be completed unless the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, are authorized and approved by a special resolution (as defined in the Cayman Islands Companies Law) of the Company passed by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the outstanding Shares present and voting in person or by proxy as a single class at the extraordinary general meeting or any adjournment or postponement thereof. As of the date of this proxy statement, the Buyer Group beneficially owns in the aggregate 8,850,075 Ordinary Shares of the Company and 7,150 Class A Preference Shares, which collectively represent approximately

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14.8% of the total issued and outstanding Shares in the Company and approximately 61.2% of the total voting power of the outstanding Shares in the Company as of the date of this proxy statement. Accordingly, based on the total number of Shares expected to be issued and outstanding on the Share Record Date, and assuming that members of the Buyer Group vote all their Shares in favor of the special resolutions,                    Shares owned by the Unaffiliated Security Holders equal to approximately             % of the voting power of the entire issued and outstanding Shares as of the Share Record Date must be voted in favor of the special resolutions to be proposed at the extraordinary general meeting for them to be approved, assuming all shareholders of the Company will be present and voting in person or by proxy at the extraordinary general meeting.

        Regardless of whether you plan to attend the extraordinary general meeting in person, we request that you submit your proxy in accordance with the instructions set forth on the proxy card as promptly as possible. To be valid, your proxy card must be completed, signed and returned to the Company's offices (to the attention of: Investor Relations Department) at SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China, no later than          a.m. (Beijing time),                   , being 48 hours before the time appointed for the extraordinary general meeting. The proxy card is the "instrument of proxy" and the "instrument appointing a proxy" as referred to in the Company's articles of association. The Rollover Shareholders will exercise their right as registered shareholders of the Company to demand poll voting at the meeting and accordingly voting will take place by poll voting. Each registered holder of Ordinary Shares has one vote for each Ordinary Share held as of 5 p.m. Cayman Islands time on the Share Record Date. If you receive more than one proxy card because you own Shares that are registered in different names, please vote all of your Shares shown on each of your proxy cards in accordance with the instructions set forth on the proxy card.

        Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if your Shares are registered in the name of a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the record holder a proxy issued in your name.

        If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, bank or other nominee, your vote will not be counted.

        When proxies are properly dated, executed and returned by holders of Shares, the Shares they represent will be voted at the extraordinary general meeting in accordance with the instructions of such shareholders. If no specific instructions are given by such shareholders, such Shares will be voted "FOR" the proposals as described above, unless you appoint a person other than the chairman of the meeting as your proxy, in which case the Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

        Shareholders who dissent from the Merger will have the right to receive payment of the fair value of their Shares as determined by the Grand Court of the Cayman Islands in accordance with Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (the "Cayman Islands Companies Law") if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Law for the exercise of dissenters' rights, a copy of which is attached as Annex G to the accompanying proxy statement. The fair value of their Shares as determined by the Grand Court of the Cayman Islands under the Cayman Islands Companies Law could be more than, the same as, or less than the merger consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters' rights with respect to their Shares.

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        If you have any questions or need assistance voting your Shares, please call our Investor Relations Department at +86 10 5898 3336.

        The Merger Agreement, the Plan of Merger and the Transactions, including the Merger, are described in the accompanying proxy statement. Copies of the Merger Agreement and the Plan of Merger are included as Annex A and Annex B, respectively, to the accompanying proxy statement. We urge you to read the entire accompanying proxy statement carefully.

        Notes:



 


 


BY ORDER OF THE BOARD OF DIRECTORS,
                      

Charles Guowei Chao
Chairman of the Board
                        

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PROXY STATEMENT

Dated                 
SUMMARY VOTING INSTRUCTIONS

        Ensure that your shares of Sina Corporation can be voted at the extraordinary general meeting by submitting your proxy or contacting your broker, bank or other nominee.

        If your shares are registered in the name of a broker, bank or other nominee: check the voting instruction card forwarded by your broker, bank or other nominee to see which voting options are available or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares are voted at the extraordinary general meeting.

        If your shares are registered in your name: submit your proxy as soon as possible by signing, dating and returning the accompanying proxy card in the enclosed postage-paid envelope, so that your shares can be voted at the extraordinary general meeting in accordance with your instructions.

        If you submit your proxy card without indicating how you wish to vote, the shares represented by your proxy will be voted in favor of the resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as your proxy, in which case the shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

        If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy material, please contact our Investor Relations Department at +86 10 5898 3336.

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TABLE OF CONTENTS

 
  Page  

SUMMARY TERM SHEET

    3  

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER

    12  

SPECIAL FACTORS

    16  

MARKET PRICE OF THE COMPANY'S SHARES, DIVIDENDS AND OTHER MATTERS

    65  

THE EXTRAORDINARY GENERAL MEETING

    67  

THE MERGER AGREEMENT

    72  

PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS

    90  

DISSENTERS' RIGHTS

    91  

ANNEX A: AGREEMENT AND PLAN OF MERGER

    A-1  

ANNEX B: PLAN OF MERGER

    B-1  

ANNEX C: ROLLOVER AND SUPPORT AGREEMENT

    C-1  

ANNEX D: LIMITED GUARANTEE

    D-1  

ANNEX E: EQUITY COMMITMENT LETTER

    E-1  

ANNEX F: FAIRNESS OPINION

    F-1  

ANNEX G: CAYMAN ISLANDS COMPANIES LAW CAP. 22 (LAW 3 OF 1961, AS CONSOLIDATED AND REVISED)—SECTION 238

    G-1  

ANNEX H: DIRECTORS AND EXECUTIVE OFFICERS OF EACH FILING PERSON

    H-1  

ANNEX I: FORM OF PROXY CARD

    I-1  

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SUMMARY TERM SHEET

        This "Summary Term Sheet" and the "Questions and Answers About the Extraordinary General Meeting and the Merger" highlight selected information contained in this proxy statement regarding the Merger (as defined below) and may not contain all of the information that may be important to your consideration of the Merger and other transactions contemplated by the Merger Agreement (as defined below). You should carefully read this entire proxy statement and the other documents to which this proxy statement refers for a more complete understanding of the matters being considered at the extraordinary general meeting. In addition, this proxy statement incorporates by reference important business and financial information about the Company. You are encouraged to read all of the documents incorporated by reference into this proxy statement and you may obtain such information without charge by following the instructions in "Where You Can Find More Information" beginning on page 101. In this proxy statement, the terms "the Company," "us," "we" or other terms correlative thereto refer to Sina Corporation. All references to "dollars", "US$" and "$" in this proxy statement are to U.S. dollars, and all references to "RMB" in this proxy statement are to Renminbi, the lawful currency of the People's Republic of China.

The Parties Involved in the Merger

The Company

        The Company is an exempted company with limited liability incorporated under the laws of the Cayman Islands and a leading online media company serving China and the global Chinese communities.

        Our principal executive offices are located at SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China. The Company's telephone number at this address is +86 10 8262 8888.

        For a description of the Company's history, development, business and organizational structure, please see the Company's Annual Report on Form 20-F for the year ended December 31, 2019 filed on April 29, 2020 (the "Company's Annual Report"), which is incorporated herein by reference. Please see "Where You Can Find More Information" beginning on page 101 for a description of how to obtain a copy of the Company's Annual Report.

Mr. Charles Guowei Chao

        Mr. Charles Guowei Chao (the "Chairman") is the chairman and the chief executive officer of the Company. The Chairman is a citizen of the United States of America. The business address of the Chairman is SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China. The telephone number at this address is +86 10 5898 3007.

New Wave

        New Wave MMXV Limited ("New Wave") is a company with limited liability incorporated under the laws of the British Virgin Islands. New Wave is an investment holding company. The Chairman is the sole director of New Wave. The business address of New Wave is SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China. The telephone number at this address is +86 10 5898 3007.

Parent

        New Wave Holdings Limited ("Parent") is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is wholly owned by New Wave. Parent was formed for the purpose of holding the equity interest in Merger Sub and arranging, entering into and completing the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger (the

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"Transactions"). The business address of Parent is SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China. The telephone number at this address is +86 10 5898 3007.

Merger Sub

        New Wave Mergersub Limited ("Merger Sub") is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is wholly owned by Parent. Merger Sub was formed for the purpose of arranging, entering into and completing the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger. The business address of Merger Sub is SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China. The telephone number at this address is +86 10 5898 3007.

        Throughout this proxy statement, the Chairman, New Wave, Parent, and Merger Sub are collectively referred to as the "Buyer Group," and Parent and Merger Sub are collectively referred to as the "Parent Parties."

        During the last five years, none of the persons referred to above under the heading "The Parties Involved in the Merger," or the respective directors or executive officers of the Company, members of the Buyer Group and their affiliates as listed in Annex H of this proxy statement has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

The Merger (Page 72)

        You are being asked to vote to authorize and approve the Agreement and Plan of Merger dated as of September 28, 2020 among the Company, Parent and Merger Sub (the "Merger Agreement"), and the plan of merger required to be registered with the Registrar of Companies of the Cayman Islands (the "Cayman Registrar"), in connection with the Merger (the "Plan of Merger"), pursuant to which, once the Merger Agreement and the Plan of Merger are approved and authorized by the requisite vote of the shareholders of the Company and the other conditions to the completion of the transactions contemplated by the Merger Agreement are satisfied or waived in accordance with the terms of the Merger Agreement, Merger Sub will be merged with and into the Company and cease to exist (the "Merger"), with the Company continuing as the surviving company (the "Surviving Company"). The Surviving Company will be wholly owned by Parent, and will continue to do business under the name "Sina Corporation" following the Merger. Copies of the Merger Agreement and the form of the Plan of Merger are attached as Annex A and Annex B, respectively, to this proxy statement. You should read the Merger Agreement and the Plan of Merger in their entirety because they, and not this proxy statement, are the legal documents that govern the Merger.

Merger Consideration (Page 73)

        Under the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each ordinary share of the Company, par value US$0.133 per share (each, an "Ordinary Share") issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below) and Dissenting Shares (as defined below), will be cancelled in exchange for the right to receive US$43.30 in cash per Ordinary Share without interest (the "Per Share Merger Consideration"). Notwithstanding the foregoing, if the Merger is completed, the following shares will be cancelled and cease

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to exist at the Effective Time but will not entitle the holders thereof to receive the consideration described in the immediately preceding sentence:

Treatment of Company Share Awards (Page 73)

        At the Effective Time, each option (each, a "Company Option") to purchase Shares granted under the Amended and Restated 2007 Share Incentive Plan of the Company, the 2015 Share Incentive Plan of the Company and the 2019 Share Incentive Plan of the Company (collectively, the "Company Share Plans"), that is vested and outstanding immediately prior to the Effective Time, will be cancelled in exchange for the right of each holder of such Company Option to receive cash, net of any applicable withholding taxes, in the amount equal to the product of (x) the excess, if any, of the Per Share Merger Consideration over the exercise price of such Company Option and (y) the number of Shares underlying such Company Option (assuming such holder exercises such Company Option in full immediately prior to the Effective Time), provided that if the exercise price per Share of any such Company Option is greater than the Per Share Merger Consideration, such Company Option will be cancelled without any cash payment being made in respect thereof.

        At the Effective Time, each unvested Company Option that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company Option, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company Option.

        At the Effective Time, each restricted share unit granted under the Company Share Plans (each, a "Company RSU"), that is vested and outstanding immediately prior to the Effective Time, will be cancelled in exchange for the right of the holder of such Company RSU to receive cash, without interest and net of any applicable withholding taxes, in the amount equal to the Per Share Merger Consideration.

        At the Effective Time, each restricted Company RSU that is unvested and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company RSU, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company RSU.

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Purposes and Effects of the Merger (Page 45)

        The purpose of the Merger is to enable the Buyer Group to acquire 100% ownership and control of the Company in a transaction in which the Company's shareholders, other than holders of the Excluded Shares and Dissenting Shares, will be cashed out in exchange for the Per Share Merger Consideration, so that the Buyer Group will bear the rewards and risks of the ownership of the Company after the Merger, including any future earnings and growth of the Company as a result of improvements to the Company's operations or acquisitions of other businesses. See "Special Factors—Purposes of and Reasons for the Merger" beginning on page 45 for additional information.

        The Ordinary Shares are currently listed on NASDAQ under the symbol "SINA." Following the consummation of the Merger, the Company will cease to be a publicly traded company and will be a privately held company wholly owned by the Buyer Group. Following the completion of the Merger, the Ordinary Shares will no longer be listed on any securities exchange or quotation system, including NASDAQ, and price quotations with respect to sales of the Ordinary Shares in the public market will no longer be available. In addition, registration of Ordinary Shares under the Exchange Act may be terminated upon the Company's application to the United States Securities and Exchange Commission (the "SEC") if Ordinary Shares are not listed on a national securities exchange and there are fewer than 300 record holders of Ordinary Shares. Ninety days after the filing of Form 15 in connection with the completion of the Merger or such shorter period as may be determined by the SEC, registration of the Ordinary Shares under the Exchange Act will be terminated and the Company will no longer be required to file periodic reports with the SEC or otherwise be subject to the U.S. federal securities laws, including the Sarbanes-Oxley Act of 2002, applicable to public companies. Following the completion of the Merger, the Company's shareholders will no longer enjoy the rights or protections that the U.S. federal securities laws provide to shareholders of public companies, including reporting obligations for directors, officers and principal securities holders of the Company. See "Special Factors—Effects of the Merger on the Company" beginning on page 46 for additional information.

Plans for the Company after the Merger (Page 49)

        After the Effective Time, the Buyer Group anticipates that the Company's operations will be conducted substantially as they are currently being conducted, except that the Company will cease to be a publicly traded company and will instead be a wholly owned subsidiary of Parent, which itself is wholly owned by New Wave.

Position of the Buyer Group as to the Fairness of the Merger (Page 31)

        Each member of the Buyer Group believes that the Merger is fair, both substantively and procedurally, to the unaffiliated security holders of the Company as such terms are defined in Rule 13e-3 of the Exchange Act (the "Unaffiliated Security Holders"). Their belief is based upon the factors discussed under the section entitled "Special Factors—Position of the Buyer Group as to the Fairness of the Merger" beginning on page 31.

        Each member of the Buyer Group is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13E-3 and related rules under the Exchange Act. The views of each member of the Buyer Group as to the fairness of the Merger are not intended to be and should not be construed as a recommendation to any shareholder of the Company as to how that shareholder should vote on the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the transactions contemplated thereby, including the Merger.

Financing of the Merger (Page 52)

        The Company and the Buyer Group estimate that the total amount of funds necessary to complete the Merger and the related transactions, including payment of fees and expenses in connection with the

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Merger, would be approximately US$2.2 billion, assuming no exercise of dissenter rights by shareholders of the Company. In calculating this amount, the Company and the Buyer Group did not consider the value of the Rollover Shares which will, in connection with and concurrently with the closing of the Merger at the Effective Time, be cancelled for no consideration in the Merger, and the Chairman in lieu of receiving US$43.30 per share held by him will be issued newly issued shares of New Wave pursuant to the Support Agreement (as defined below).

        The Buyer Group expects this amount to be provided through a combination of debt financing and equity financing, as well as available unrestricted cash in U.S. dollars from the Company in accordance with the terms set forth in the Merger Agreement. Each of China Minsheng Banking Corp., Ltd. Shanghai Branch and China Minsheng Banking Corp., Ltd. Hong Kong Branch (collectively, the "Lenders") has committed to provide US$1,248,000,000 and US$832,000,000, respectively, pursuant to its respective debt commitment letter dated September 27, 2020 and September 28, 2020, respectively (each a "Debt Commitment Letter" and, collectively, the "Debt Commitment Letters"), delivered by each of the Lenders to New Wave. The Chairman has committed to provide US$126,942,675 in equity financing pursuant to an equity commitment letter, dated as of September 28, 2020 (the "Equity Commitment Letter"), by and between New Wave and the Chairman. See "Special Factors—Financing of the Merger" beginning on page 52 for additional information.

Support Agreement (Page 55)

        Concurrently with the execution of the Merger Agreement, the Rollover Shareholders and Parent entered into a rollover and support agreement (the "Support Agreement"), pursuant to which the parties have agreed that (i) the Rollover Shares shall be cancelled for no consideration, (ii) the Chairman shall subscribe for the number of newly issued ordinary shares of New Wave as set forth in the Support Agreement, and (iii) the Rollover Shareholders shall vote the Rollover Shares in favor of the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, in each case, upon the terms and conditions set forth therein. See "Special Factors—Support Agreement" beginning on page 55 for additional information.

Limited Guarantee (Page 54)

        Concurrently with the execution and delivery of the Merger Agreement, New Wave executed and delivered a limited guarantee in favor of the Company (the "Limited Guarantee"), pursuant to which New Wave agrees to guarantee the payment obligations of the Parent Parties under the Merger Agreement for the Parent Termination Fee and certain cost and expenses that, in each case, may become payable to the Company by the Parent Parties under certain circumstances and subject to the terms and conditions as set forth in the Merger Agreement. See "Special Factors—Limited Guarantee" beginning on page 54 for additional information.

Opinion of the Special Committee's Financial Advisor (Page 37)

        The Special Committee retained Morgan Stanley Asia Limited ("Morgan Stanley") to provide it with financial advisory services and a financial opinion in connection with the Merger. The Special Committee selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's qualifications, expertise and reputation and its knowledge of the business and the relevant industry. At the meeting of the Special Committee on September 28, 2020, Morgan Stanley rendered its oral opinion to the Special Committee, and subsequently confirmed in writing by delivery of Morgan Stanley's written opinion dated September 28, 2020, to the Special Committee, that as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the Per Share Merger Consideration to be received by the holders of the Ordinary Shares (other than Parent

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and its affiliates) pursuant to the Merger Agreement was fair from a financial point of view to such holders.

        Morgan Stanley's opinion was directed to the Special Committee (in its capacity as such) and only addressed the fairness from a financial point of view of the Per Share Merger Consideration to be received by the holders of Ordinary Shares (other than Parent and its affiliates), and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Morgan Stanley's opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex F to this proxy statement. You are encouraged to read Morgan Stanley's opinion carefully. The written opinion sets forth, among other things, the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Morgan Stanley in rendering its opinion. However, neither Morgan Stanley's opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Special Committee, the Board, any holder of the Ordinary Shares and the Class A Preference Shares as to how to act or vote with respect to any matter relating to the Merger. See "Special Factors—Opinion of the Special Committee's Financial Advisor," beginning on page 37 for additional information.

Interests of the Company's Executive Officers and Directors in the Merger (Page 56)

        In considering the recommendation of the Special Committee and the Board, the Company's shareholders should be aware that certain of the Company's directors and executive officers have interests in the Transactions that are different from, and/or in addition to, the interests of the Company's shareholders generally. These interests include:

        The Special Committee and the Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions and recommendations with respect to the Merger Agreement and related matters. See "Special Factors—Interests of Certain Persons in the Merger" beginning on page 56 for additional information.

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Conditions to the Merger (Page 85)

        The consummation of the Merger is subject to the satisfaction or waiver (where permissible under applicable law) of the following conditions:

        The obligations of the Parent Parties to consummate the Merger are subject to the satisfaction or waiver of the following additional conditions:

        The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver of the following additional conditions:

Termination of the Merger Agreement (Page 86)

        The Merger Agreement may be terminated at any time prior to Effective Time:

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        each as defined in the section entitled "The Merger Agreement—Termination of the Merger Agreement" beginning on page 86.

U.S. Federal Income Tax Consequences (Page 60)

        The receipt of cash pursuant to the Merger or through the exercise of dissenters' rights in connection with the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local and other tax laws. Special rules will apply if you are a "U.S. Holder" and the Company was or currently is a passive foreign investment company, or "PFIC." See "Special Factors—U.S. Federal Income Tax Consequences" beginning on page 60. The tax consequences of the Merger or the exercise of dissenters' rights to you will depend upon your personal circumstances. You should consult your tax advisors for a full understanding of the U.S. federal, state, local, foreign and other tax consequences of the Merger to you.

PRC Income Tax Consequences (Page 63)

        The Company does not believe that it should be considered a resident enterprise under the PRC Enterprise Income Tax Law (the "EIT Law") or that the gains recognized on the receipt of cash for the Shares should otherwise be subject to PRC tax to holders of such Shares that are not PRC tax residents. However, there is uncertainty regarding whether the PRC authorities would deem the Company to be a resident enterprise. If the PRC tax authorities were to determine that the Company should be considered a resident enterprise, then gains recognized on the receipt of cash for our Shares pursuant to the Merger by the shareholders who are not PRC residents could be treated as PRC-source income that would be subject to PRC income tax at a rate of 10% in the case of enterprises or 20% in the case of individuals (subject to applicable tax treaty relief, if any), and, even in the event that the Company is not considered a resident enterprise, gains recognized on the receipt of cash for Shares will be subject to PRC tax if the holders of such Shares are PRC residents. The Company does not believe that the Merger is without reasonable commercial purpose for purposes of Bulletin 37 and Bulletin 7, and, as a result, the Company (as purchaser and withholding agent) will not withhold any PRC tax (under Bulletin 7 and Bulletin 37) from the Merger consideration to be paid to holders of Shares. You should consult your own tax advisor for a

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full understanding of the tax consequences of the Merger to you, including any PRC tax consequences. See "Special Factors—PRC Income Tax Consequences" beginning on page 63 for additional information.

Cayman Islands Tax Consequences (Page 64)

        The Cayman Islands currently has no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. No taxes, fees or charges will be payable (either by direct assessment or withholding) to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of the Merger or the receipt of cash for the Shares under the terms of the Merger Agreement. This is subject to the qualification that (a) Cayman Islands stamp duty may be payable if any original transaction documents are brought to or executed or produced before a court in the Cayman Islands (for example, for enforcement), (b) registration fees will be payable to the Cayman Registrar to register the Plan of Merger and (c) fees will be payable to the Cayman Islands Government Gazette Office to publish the notice of the Merger in the Cayman Islands Government Gazette. See "Special Factors—Cayman Islands Tax Consequences" beginning on page 64 for additional information.

Regulatory Matters (Page 60)

        The Company does not believe that any material federal or state regulatory approvals, filings or notices are required in connection with effecting the Merger other than the approvals, filings or notices required under the federal securities laws and the filing of the Plan of Merger (and supporting documentation as specified in the Cayman Islands Companies Law) with the Cayman Registrar and, in the event the Merger becomes effective, a copy of the Certificate of Merger being given to the shareholders and creditors of the Company and Merger Sub as at the time of the filing of the Plan of Merger and notice of the Merger being published in the Cayman Islands Government Gazette. See "The Merger Agreement—Conditions to the Merger" beginning on page 85 for additional information.

Litigation Related to the Merger (Page 59)

        We are not aware of any lawsuit that challenges the Merger, the Merger Agreement or the Transactions, including the Merger.

Accounting Treatment of the Merger (Page 59)

        The Merger is expected to be accounted for as a business combination by Parent in accordance with Accounting Standards Codification 805 "Business Combinations," initially at the fair value of the Company as of the date of the closing of the Merger, which is the date of the acquisition.

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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER

        The following questions and answers address briefly some questions you may have regarding the extraordinary general meeting and the Merger. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Q:
When and where will the extraordinary general meeting be held?

A:
The extraordinary general meeting will take place on                 , at              a.m. (Beijing time) at                 .

Q:
What am I being asked to vote on?

A:
You will be asked to consider and vote on the following proposals:

as a special resolution, that the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the (i) Merger, (ii) the variation of the authorized share capital of the Company from US$23,700,000 divided into 150,000,000 ordinary shares of US$0.133 par value per share and 3,750,000 preference shares of $1.00 par value per share each to authorized share capital of the Company of US$23,700,000 divided into 237,000,000 ordinary shares of US$0.1 par value per share (the "Variation of Capital"), and (iii) the adoption of the new amended and restated memorandum and articles of association in the form attached as Appendix II to the Plan of Merger (the "Adoption of Amended M&A"), be authorized and approved;

as a special resolution, that each of the members of the Special Committee and the Chief Financial Officer of the Company, be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A; and

if necessary, as an ordinary resolution, that the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

Q:
When do you expect the Merger to be completed?

A:
We are working toward consummating the Merger as soon as possible and currently expect the Merger to consummate during the first quarter of 2021, after all conditions to the Merger have been satisfied or waived.

Q:
How does the Board recommend that I vote on the proposals?

A:
After careful consideration, and upon the unanimous recommendation of the Special Committee, the Board (other than the Chairman who abstained from the vote) recommends you to vote:

FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A;

FOR the proposal to authorize each of the members of the Special Committee and the Chief Financial Officer of the Company, to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A; and

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Q:
How do I vote if my Shares are registered in my name?

A:
If Shares are registered in your name as of 5 p.m. Cayman Islands time on                  (the "Share Record Date"), you should simply indicate on your proxy card how you want to vote, and sign and mail your proxy card in the accompanying return envelope as soon as possible so that it is received by the Company no later than              a.m. (Beijing time),                 , being 48 hours before the time appointed for the extraordinary general meeting, which is the deadline to lodge your proxy card, so that your Shares may be represented and voted at the extraordinary general meeting.
Q:
If my Shares are held in a brokerage, bank or other securities account, will my broker, bank or other securities intermediary vote my Shares on my behalf?

A:
Your broker, bank or other securities intermediary will only vote your Shares or give voting instruction with respect to Shares on your behalf if you instruct it how to vote. Therefore, it is important that you promptly follow the directions provided by your broker, bank or other securities intermediary regarding how to instruct it to vote your Shares. If you do not instruct your broker, bank or other securities intermediary how to vote your Shares that it holds, those Shares will not be voted.

Q:
What will happen if I abstain from voting or fail to vote on the proposal to authorize and approve the Merger Agreement?

A:
If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, bank, or other securities intermediary, your vote will not be counted.

Q:
May I change my vote?

A:
Yes. If you are a holder of Shares, you may change your vote in one of the following three ways:

First, you may revoke a proxy by written notice of revocation given to the chairman of the extraordinary general meeting at least two hours before the commencement of the extraordinary general meeting. Any written notice revoking a proxy should also be sent to the Company's offices at SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China, Attention: Investor Relations Department, at least two hours before the commencement of the extraordinary general meeting.

Second, you may complete, date and submit a new proxy card bearing a later date than the proxy card sought to be revoked to the Company so that it is received by the Company no later

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Q:
What should I do if I receive more than one set of voting materials?

A:
If you are a holder of record and your Shares are registered in more than one name, you will receive more than one proxy or voting instruction or voting instruction card. Please submit each proxy card that you receive.

Q:
If I am a holder of certificated Shares, should I send in my Share certificates now?

A:
No, please do not send in your certificates now. After the Merger is completed, holders of certificated Shares will be sent a form of letter of transmittal with detailed written instructions for exchanging your share certificates for the Per Share Merger Consideration.
Q:
Am I entitled to dissenters' rights?

A:
Shareholders who dissent from the Merger will have the right to receive payment of the fair value of their Shares as determined by the Grand Court in accordance with Section 238 of the Cayman Islands Companies Law if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Law for the exercise of dissenters' rights, a copy of which is attached as Annex G to this proxy statement. The fair value of each of their Shares as determined by the Grand Court under the Cayman Islands Companies Law could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters' rights with respect to their Shares.
Q:
What do I need to do now?

A:
We urge you to read this proxy statement carefully, including its annexes, exhibits, attachments and the other documents referred to or incorporated by reference herein and to consider how the Merger affects you as a shareholder. After you have done so, please vote as soon as possible.

Q:
Will any proxy solicitors be used in connection with the extraordinary general meeting?

A:
We have not retained a third-party service provider to assist in the solicitation process. We will ask banks, brokers and other securities intermediaries to forward our proxy solicitation materials to the beneficial owners of Shares. In addition, proxies may be solicited by mail, in person, by telephone, by

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Q:
Who can help answer my questions?

A:
If you have any questions about the Merger or if you need additional copies of this proxy statement or the accompanying proxy card, you should contact our Investor Relations Department at +86 10 5898 3336.

        In order for you to receive timely delivery of any additional copy of this proxy statement or the accompanying proxy card in advance of the extraordinary general meeting, you must make your request no later than ten days prior to the date of the extraordinary general meeting.

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SPECIAL FACTORS

Background of the Merger

        Most of the events leading to the execution of the Merger Agreement described in this "Background of the Merger" occurred in the PRC. As a result, all dates and times referenced in this Background of the Merger refer to Beijing Time.

        The Board and senior management of the Company periodically review the Company's long-term strategic plans with the goal of maximizing stockholder value. As part of this ongoing process, the Board and senior management have, from time to time, considered strategic alternatives that may be available to the Company. New Wave, as an existing shareholder of the Company, has also from time to time evaluated the Company's business and financial condition, market conditions and other developments relevant to the Company and its prospects.

        On July 6, 2020, New Wave submitted a preliminary non-binding proposal letter (the "Proposal") to the Board, proposing to acquire all of the outstanding Ordinary Shares of the Company not already owned by New Wave for US$41 per Ordinary Share in cash in a going private transaction (the "Proposed Transaction"), subject to certain conditions. New Wave indicated its intention to finance the Proposed Transaction with a combination of debt and equity capital. Shortly before its submission of the Proposal, New Wave consulted Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden") on general processes of a potential going private transaction, and engaged Skadden as the its U.S. legal counsel in connection with the Proposed Transaction.

        Later on the same date, the Board convened a meeting by telephone to discuss the Proposal. During the meeting, the attending directors discussed the various qualifications of the directors of the Company to serve on a special committee of the Board to evaluate the Proposal. After the discussion, the Board determined that it was in the best interests of the Company and its shareholders to establish a special committee of independent directors (the "Special Committee") and thus established the Special Committee to consider the Proposal, consisting of independent directors Mr. Song Yi Zhang, Mr. Yichen Zhang and Mr. Yan Wang, with Mr. Song Yi Zhang serving as the chairman of the Special Committee. The Special Committee was granted, by way of a unanimous vote cast by all members of the Board present at the meeting, the power and authority to, among other things, (i) negotiate the Proposed Transaction or any alternative transaction and exercise its exclusive authority to agree to proposed terms on behalf of the Company, (ii) retain any legal counsel, financial advisor, and other consultants and agents as the Special Committee deems appropriate to assist it in discharging its responsibilities, (iii) access all books, records, and other information and documents of or in the possession of the Company or available to the Company as the Special Committee in its sole discretion deems necessary or desirable to assist it in its evaluation of the Proposal or any alternative transaction, (iv) explore, investigate, and consider any alternative transaction and matters related thereto as the Special Committee deems appropriate, (v) reject the Proposal or any alternative transaction if the Special Committee determines such transaction is not fair to and in the best interests of the Company's shareholders in general or the shareholders other than New Wave in particular, or if the Special Committee determines the other alternatives, including not entering into any similar transaction, are more advisable, and (vi) exercise any other power that the Special Committee may determine is necessary, proper or advisable to permit the Special Committee to effectively assist the Board in determining whether the Proposal or any alternative transaction is fair to and in the best interests of the Company's shareholders in general or the shareholders other than New Wave in particular.

        On the same date, the Company issued a press release announcing its receipt of the Proposal and establishment of the Special Committee, and furnished the press release as an exhibit to its current report on form 6-K with the SEC.

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        On July 10, 2020, the Chairman and New Wave filed an amendment to the Schedule 13D with the SEC in connection with the Proposal.

        From mid-July to mid-September 2020, representatives of the Buyer Group and Skadden had extensive discussions with representatives of China Minsheng Banking Corp., Ltd. ("CMBC") regarding the feasibility of providing debt financing for the Proposed Transaction, the structure of the Proposed Transaction and terms and conditions of proposed term loan facilities.

        Over the course of July 2020, the Special Committee considered proposals from and conducted interviews with multiple law firms and investment banks that had expressed interest in being considered for the roles of the U.S. legal counsel and the financial advisor to the Special Committee, respectively. After due consideration of the qualifications, experience, reputation and other characteristics of each potential legal counsel candidate and each potential financial advisor candidate, the Special Committee retained Gibson, Dunn & Crutcher LLP ("Gibson Dunn") as its U.S. legal counsel, and Morgan Stanley Asia Limited ("Morgan Stanley") as its financial advisor, to assist the Special Committee in evaluating and negotiating the Proposed Transaction or any alternative transaction.

        On July 31, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. At the request of the Special Committee, Morgan Stanley discussed certain key considerations when evaluating a potential going private proposal. Members of the Special Committee discussed such considerations with representatives of Morgan Stanley and Gibson Dunn. Members of the Special Committee asked various questions, to which representatives of Morgan Stanley and Gibson Dunn responded. At the request of the Special Committee, Gibson Dunn made a presentation to the members of the Special Committee on their fiduciary duties under Cayman Islands law. Members of the Special Committee explicitly confirmed that none of them has any conflict of interest in relation to the Proposed Transaction and committed that each of them will act in the best interests of the Company and the Unaffiliated Security Holders. Members of the Special Committee asked various questions regarding their fiduciary duties to which representatives of Gibson Dunn responded. Members of the Special Committee and representatives of Gibson Dunn and Morgan Stanley also discussed a draft confidentiality agreement to be entered into with the Rollover Shareholders, a draft Special Committee Charter, and immediate next steps, including having Morgan Stanley gather information from the Company relating to its financial analysis. Based on these discussions, members of the Special Committee instructed Gibson Dunn to circulate the draft confidentiality agreement to Skadden, and to finalize the confidentiality agreement and the draft Special Committee Charter in due course.

        On the same date following the special committee meeting, Gibson Dunn sent to Skadden an initial draft of the confidentiality agreement.

        On August 3, 2020, Skadden sent to Gibson Dunn the Buyer Group's comments on the confidentiality agreement.

        Between August 3 and August 6, 2020, Gibson Dunn and Skadden negotiated and finalized the confidentiality agreement.

        On August 7, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. At the request of the Special Committee, Morgan Stanley provided an update on the various work streams, including analyzing certain financial information of the Company for the purposes of its financial analysis. Gibson Dunn provided an update to the Special Committee that the confidentiality agreement to be entered into among the Company, the Special Committee and New Wave had been finalized and circulated to the relevant parties for execution. Gibson Dunn also reported that the Special Committee Charter had been finalized and proposed that the Special Committee approve and adopt the Special Committee Charter at the meeting. Members of the Special Committee subsequently unanimously approved and adopted the Special Committee Charter. Various other questions were raised by the Special Committee and discussed by Morgan Stanley and Gibson Dunn.

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        On August 10, 2020, the Company, at the direction of the Special Committee, the Special Committee and New Wave entered into the confidentiality agreement, which contains customary provisions restricting the New Wave's disclosure and use of confidential information relating to the Company or the Proposed Transaction and a 12-month "standstill" provision restricting New Wave from acquiring Shares of the Company without the Special Committee's consent. The confidentiality agreement also obligated New Wave to obtain the Special Committee's prior written approval before any person may participate in a consortium alongside New Wave in connection with the Proposed Transaction.

        On August 14, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. During the meeting, representatives of Morgan Stanley provided the Special Committee with an update on the progress of Morgan Stanley's financial analysis, and a description of the preliminary financing plan arranged by New Wave that had been communicated to Morgan Stanley. Representatives of Morgan Stanley informed the Special Committee of an email received by the Company on August 12, 2020 from a shareholder of the Company ("Shareholder A"), in which Shareholder A expressed dissatisfaction as to the adequacy of the US$41 per share price proposed by New Wave in the Proposal, and requested the Company to set up a meeting for Shareholder A with the Special Committee (the "Shareholder A's Initial Email"). Members of the Special Committee reiterated that they would act in the best interests of the Company and welcomed thoughts from shareholders on the Proposal. The Special Committee requested and authorized Morgan Stanley to reach out to Shareholder A to invite it to outline its thoughts in writing for further consideration by the Special Committee.

        At the same meeting, members of the Special Committee and representatives of Gibson Dunn and Morgan Stanley also discussed, if there were to be a transaction, the potential benefits, advantages, limitations, and disadvantages of a pre-signing market check and/or post-signing "go-shop." Morgan Stanley and Gibson Dunn explained to the Special Committee the general market practice of a pre-signing market check and/or post-signing go-shop in similar going private transactions involving Cayman-domiciled companies where a buyer group owns more than 50% of the aggregate voting power. Members of the Special Committee asked various questions regarding these issues, which representatives of Gibson Dunn and Morgan Stanley answered.

        Following the Special Committee meeting, on the same date, Morgan Stanley requested by email Shareholder A to provide written comments and thoughts on the Proposed Transaction for the Special Committee's consideration.

        On August 17, 2020, Skadden sent an initial draft of the Merger Agreement to Gibson Dunn.

        On August 19, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. During the meeting, Morgan Stanley provided the Special Committee with an update on its overall financial analysis, including progress in relation to its valuation work. Morgan Stanley explained to the members of the Special Committee various methodologies that it intended to use for valuation purposes in connection with the Proposed Transaction. Members of the Special Committee asked various questions regarding valuation methodologies, which representatives of Morgan Stanley answered. Representatives of Morgan Stanley also discussed with members of the Special Committee certain potential alternatives (the "Alternative Transactions") to the Proposed Transaction, including, among other things, maintaining the Company's listing status on NASDAQ, exploring a potential sale of the Company or Weibo Corporation ("Weibo") to a third party buyer, a dividend recapitalization of the Company and a distribution of the Company's shares held in Weibo. Members of the Special Committee asked various questions, which representatives of Morgan Stanley and Gibson Dunn answered. Based on these discussions, the Special Committee instructed Morgan Stanley to reach out to New Wave and the management of the Company, respectively, to request additional information to facilitate the Special Committee's consideration of the feasibility and limitations of potential Alternative Transactions. At the request of the Special Committee, Morgan Stanley updated the Special Committee that it had not received any response from Shareholder A to its request.

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        Following the Special Committee meeting, on the same date, representatives of Morgan Stanley separately reached out to the Company's management and New Wave, raising certain information requests to facilitate the Special Committee's consideration and deliberation of the feasibility and limitations of the Alternative Transactions.

        On August 20, 2020, Gibson Dunn provided to the Special Committee an issues list listing the key issues in Skadden's initial draft of the Merger Agreement.

        On August 21, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. Morgan Stanley updated the Special Committee on its overall financial analysis, and its understanding of the status of preparation of the financial projections by the Company's management. Members of the Special Committee asked various questions, which representatives of Morgan Stanley answered. Representatives of Morgan Stanley also updated the Special Committee that it had not received any response from Shareholder A since responding to the Shareholder A's Initial Email and would further follow up to obtain its views. Members of the Special Committee and representatives from Gibson Dunn discussed the issues identified by Gibson Dunn in the initial draft of the Merger Agreement of August 17, 2020. Members of the Special Committee asked various questions regarding these issues, which Gibson Dunn answered. Members of the Special Committee also discussed some of these issues extensively among themselves. Based on these discussions, the Special Committee instructed (i) Gibson Dunn to prepare a markup of the initial draft of the Merger Agreement, and (ii) Morgan Stanley to conduct precedent analysis on certain issues, including the use of a pre-signing market check and/or post-signing "go-shop," existence of a "majority of the minority" vote requirement and the amounts of Company termination fee and reverse termination fee, in similar going private transactions.

        On August 26, 2020, representatives of Morgan Stanley held a telephonic meeting with Shareholder A to listen to its view of the Proposed Transaction, which conveyed that it felt the current offer price of US$41 per share was inadequate and there was substantial break-up value to the shareholders of the Company.

        On August 28, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. During the meeting, Morgan Stanley updated the Special Committee on the telephonic meeting with Shareholder A on August 26, 2020 and the Special Committee took note of such considerations, and requested that Morgan Stanley further convey to Shareholder A that their feedback has been received. Representatives of Morgan Stanley then reviewed with the Company the draft financial projections prepared by management of the Company and at the request of the Special Committee, walked the Special Committee through the draft financial projections. Members of the Special Committee asked various questions regarding the financial projections, which representatives of Morgan Stanley answered. Members of the Special Committee also discussed matters relating to the financial projections among themselves. Based on these discussions, the Special Committee approved such draft financial projections for use by Morgan Stanley for purposes of its financial analysis. Representatives of Morgan Stanley also provided an update on various methodologies that it intended to use for valuation purposes. Members of the Special Committee asked various questions regarding those valuation methodologies, which representatives of Morgan Stanley answered. Representatives of Morgan Stanley also updated the Special Committee that it had received written responses from the Buyer Group and the management of the Company, respectively, to various questions raised by Morgan Stanley at the direction of the Special Committee on August 19, 2020 for the purpose of facilitating the Special Committee's consideration and deliberation of the feasibility and limitations of the Alternative Transactions. New Wave informed Morgan Stanley that as the controlling shareholder of the Company, it had no intention to acquire the Company without Weibo or to break up the Company. The management of the Company provided information concerning potential legal and commercial implications of the Alternative Transactions. Morgan Stanley also reported to the Special Committee that neither the Company nor Morgan Stanley had received any indication of interest or inquiry with respect to a potential acquisition of the Company from any third party to date. Members of the Special Committee asked various questions

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regarding the respective responses from the Buyer Group and the Company and the feasibility and limitations of the Alternative Transactions, which representatives of Morgan Stanley and Gibson Dunn answered.

        At the same meeting, representatives of Morgan Stanley and Gibson Dunn discussed with the Special Committee the precedent analysis conducted by Morgan Stanley on the use of a pre-signing market check, a post-signing "go-shop" and a "majority of the minority" vote requirement, as well as the amounts of company termination fee and reverse termination fee, in similar going private transactions. Members of the Special Committee asked various questions, which representatives of Morgan Stanley and Gibson Dunn answered. The Special Committee then instructed Gibson Dunn to revise the draft of the Merger Agreement based on these discussions and circulate a revised Merger Agreement to Skadden. The Special Committee also instructed Morgan Stanley to request a price increase from the Buyer Group.

        On August 31, 2020, Gibson Dunn provided a markup of the draft Merger Agreement to Skadden. Gibson Dunn also requested Skadden to provide details of New Wave's equity financing plan.

        On the same date, representatives of Morgan Stanley held a telephonic meeting with a representative of New Wave. During the meeting, Morgan Stanley conveyed the Special Committee's requests for an increase of the purchase price and inclusion of a "majority of the minority" vote requirement, and at the request of the Buyer Group, provided the Special Committee's rationale for such requests. New Wave responded that it would consider and respond to the Special Committee's requests. New Wave also provided Morgan Stanley with the current debt financing status.

        On September 1, 2020, at the direction of the Special Committee, Morgan Stanley sent an email informing Shareholder A that its positions had been conveyed to the Special Committee and that the Special Committee welcomes any further thoughts that Shareholder A may have on the Proposed Transaction.

        On September 4, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. During the meeting, representatives of Morgan Stanley updated the Special Committee on its telephonic meeting with New Wave on August 31, 2020. Representatives of Morgan Stanley also further updated the Special Committee on the progress of its financial analysis. Members of the Special Committee asked various questions, which representatives of Morgan Stanley answered. At the request of the Special Committee, Morgan Stanley updated the Special Committee that it had not received any response from Shareholder A following its email to Shareholder A on September 1, 2020. Gibson Dunn informed the Special Committee that it still was waiting for an update from Skadden on New Wave's equity financing arrangement. Gibson Dunn also reported to the Special Committee that Gibson Dunn contacted the Company's management and its counsel for their input on certain provisions in the draft of the Merger Agreement. Members of the Special Committee asked questions regarding the Buyer Group's potential equity financing arrangements and the status of the draft of the Merger Agreement, which representatives of Gibson Dunn answered.

        On September 7, 2020, Skadden sent to Gibson Dunn an updated draft of the Merger Agreement.

        On the same date, Skadden communicated to Gibson Dunn that the Chairman would provide equity financing for the Proposed Transaction and be the only other consortium member alongside New Wave.

        On September 8, 2020, Gibson Dunn sent to Skadden an initial draft of the confidentiality agreement among the Company, the Special Committee and the Chairman, which was based on the New Wave confidentially agreement.

        On September 10, 2020, Gibson Dunn provided to the Special Committee an updated issues list covering the key issues in the updated draft of the Merger Agreement received from Skadden.

        On September 11, 2020, representatives of the Buyer Group communicated to representatives of Morgan Stanley that, in response to the Special Committee's requests for a price increase and inclusion of

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a "majority of the minority" vote requirement, the Buyer Group was prepared to increase its offer price to US$43 per share from its original offer price of $41 in its Proposal while rejecting the inclusion of a "majority of the minority" vote requirement in the Merger Agreement ("Buyer Group's Revised Position").

        Later on the same date, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. During the meeting, representatives of Morgan Stanley updated the Special Committee of Buyer Group's Revised Position. Members of the Special Committee and representatives of Gibson Dunn and Morgan Stanley discussed Buyer Group's Revised Position extensively. Representatives of Morgan Stanley also orally updated the Special Committee on the status of its financial analyses, including, among other things, certain preliminary valuation considerations. Members of the Special Committee asked various questions, which representatives of Gibson Dunn and Morgan Stanley answered. The Special Committee then requested and authorized Morgan Stanley to communicate to the Buyer Group the Special Committee's request for a further improved purchase price of $45 per share, based on the discussions around preliminary valuation considerations, as well as certain other concessions from the Buyer Group if the Special Committee were to agree to not include the "majority of the minority" vote requirement. Gibson Dunn updated the Special Committee that Gibson Dunn had requested from Skadden initial drafts of ancillary agreements in connection with the Proposed Transaction, and that Gibson Dunn had negotiated and finalized with Skadden the confidentiality agreement among the Company, the Special Committee and the Chairman.

        At the same meeting, members of the Special Committee and representatives of Gibson Dunn and Morgan Stanley discussed issues identified by Gibson Dunn in the updated draft of the Merger Agreement received from Skadden. Members of the Special Committee asked various questions, which representatives of Gibson Dunn and Morgan Stanley answered. Members of the Special Committee also discussed some of these issues extensively among themselves. Based on these discussions, the Special Committee authorized Gibson Dunn to reach out to Skadden to inquire about the Buyer Group's debt and equity financing arrangements and status and to negotiate the updated draft of the Merger Agreement with Skadden. The Special Committee further instructed Gibson Dunn to prepare a markup of the updated draft of the Merger Agreement to reflect the Special Committee's positions on various issues in the Proposed Transaction, following negotiating with Skadden.

        On September 11, 2020, representatives of Gibson Dunn and representatives of Skadden held a teleconference to discuss certain key issues raised in the updated draft of the Merger Agreement provided to Gibson Dunn on September 7, 2020.

        On the same date, Skadden sent to Gibson Dunn initial drafts of the Support Agreement and the Limited Guarantee.

        Between September 14, 2020 and September 15, 2020, Gibson Dunn and Skadden revised and exchanged drafts of the Merger Agreement.

        On September 14, 2020, representatives of Gibson Dunn and representatives of Skadden participated in a teleconference to discuss certain key issues raised in the initial drafts of the Support Agreement and the Limited Guarantee.

        On the same date, Skadden sent to Gibson Dunn the confidentiality agreement executed by the Chairman and an initial draft of the Equity Commitment Letter.

        Later on the same date, the Buyer Group and Skadden received from CMBC initial drafts of the Debt Commitment Letters prepared by King & Wood Mallesons, counsel to CMBC. These initial drafts did not yet contain term sheets setting forth in detail terms and conditions of the term loan facilities, and were prepared based on discussions between the Buyer Group and CMBC as well as CMBC's internal approval requirements. Skadden then provided a copy of those draft Debt Commitment Letters to Gibson Dunn for concurrent review.

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        Between September 14, 2020 and September 27, 2020, Skadden had multiple rounds of negotiations with the CMBC and King & Wood Mallesons on terms and conditions of the term loan facilities as set out in the draft Debt Commitment Letters.

        On September 15, 2020, Gibson Dunn provided Skadden with comments on the draft Debt Commitment Letters, and also requested to review the term sheets with respect to the term loan facilities.

        On September 16, 2020, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. During the meeting, representatives of Morgan Stanley reported to the Special Committee that it had spoken to a representative of the Buyer Group regarding the current debt financing status. During the same conversation, representatives of Morgan Stanley also followed up with the Buyer Group on its response to the Special Committee's requests for a further improved purchase price to $45 per share and certain other concessions from the Buyer Group, to which the representative of the Buyer Group responded that the Special Committee's requests were still under consideration by the Buyer Group. The Special Committee asked various questions, which Morgan Stanley answered. Representatives of Morgan Stanley also updated the Special Committee of the ongoing valuation analysis conducted. Members of the Special Committee asked various questions, which representatives of Morgan Stanley answered.

        At the same meeting, Gibson Dunn updated the Special Committee on the outstanding issues in the latest drafts of the Merger Agreement and various ancillary agreements, including draft Debt Commitment Letters from the debt financing sources of the Buyer Group. Members of the Special Committee and representatives of Gibson Dunn and Morgan Stanley discussed the issues identified by Gibson Dunn. Members of the Special Committee asked various questions regarding these issues, which representatives of Gibson Dunn and Morgan Stanley answered. Based on these discussions, the Special Committee instructed Gibson Dunn to further negotiate the Merger Agreement and other ancillary agreements with Skadden in connection with the Proposed Transaction.

        On the same date, Gibson Dunn sent to Skadden revised drafts of the Support Agreement and the Limited Guarantee.

        On September 17, 2020, representatives of Gibson Dunn and representatives of Skadden participated in a teleconference to discuss the remaining key issues in Skadden's revised draft of the Merger Agreement.

        On the same date, Skadden received from King & Wood Mallesons updated drafts of the Debt Commitment Letters, including term sheets setting out detailed terms and conditions of the term loan facilities.

        Later on the same date, Gibson Dunn sent to Skadden a revised draft of the Equity Commitment Letter.

        Between September 19, 2020 and September 27, 2020, Gibson Dunn and Skadden continued to negotiate and substantially finalized the terms of the Merger Agreement, and the Equity Commitment Letter, the Support Agreement and the Limited Guarantee (collectively, the "Ancillary Agreements").

        On September 20, 2020, Skadden sent to Gibson Dunn revised drafts of the Debt Commitment Letters and redacted copies of the term sheet with respect to the term loan facilities from CMBC.

        On September 22, 2020, Gibson Dunn provided Skadden with comments on the updated draft Debt Commitment Letters and the term sheets annexed thereto, including comments with respect to the conditions precedent to the obligations of the Lenders to provide the debt financing under the Debt Commitment Letters.

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        On September 25, 2020, representatives of the Buyer Group communicated to representatives of Morgan Stanley that the Buyer Group expected to receive executed Debt Commitment Letters from the Lenders on or before September 28, 2020.

        Later on the same date, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. During the meeting, Gibson Dunn updated the Special Committee that Gibson Dunn and Skadden had substantially finalized the terms of the Merger Agreement and the Ancillary Agreements other than the purchase price and the available cash construct, which allows the Buyer Group to use a portion of the Company's available unrestricted cash as a source of funding for the merger consideration (the "Available Cash Construct"). Representatives of Gibson Dunn explained to the Special Committee various protective provisions in favor of the Company with respect to the Available Cash Construct that Gibson Dunn included in the most current markup of the Merger Agreement. Mr. Zhang, Chairperson of the Special Committee, informed Gibson Dunn and Morgan Stanley of the current status of the discussions with the Buyer Group on the purchase price. Specifically, Mr. Zhang reported that in a discussion between Mr. Zhang and the Chairman, the Chairman stated that the Buyer Group continues to explore the feasibility of the Special Committee's request to further improve its proposal, including arranging for additional debt and equity financing to fund a further price increase, and that the Buyer Group would deliver its best and final offer as soon as practicable. Representatives of Morgan Stanley also updated the Special Committee on its review of Buyer Group's debt and equity financing arrangements and the Buyer Group's financial capacity.

        Later on the same date following the Special Committee meeting, the Buyer Group delivered to Mr. Zhang a revised offer of US$43.3 per Ordinary Share in cash and stated that it was the Buyer Group's "best and final offer."

        On September 28, 2020, Skadden delivered to Gibson Dunn the fully executed Debt Commitment Letters from the Lenders, as well as the redacted term sheets annexed thereto.

        Later on the same date, the Special Committee convened a meeting by telephone with representatives of Gibson Dunn and Morgan Stanley. At the request of the Special Committee, Morgan Stanley reviewed and discussed its financial analyses. Thereafter, at the request of the Special Committee, Morgan Stanley verbally rendered its opinion to the Special Committee (which was subsequently confirmed in writing by the delivery of Morgan Stanley's written opinion, dated September 28, 2020, addressed to the Special Committee) that, as of the date thereof and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Morgan Stanley in preparing its opinion, the Per Share Merger Consideration to be received by the holders of Ordinary Shares (other than Parent and its affiliates), pursuant to the Merger Agreement, is fair from a financial point of view to such holders. Please see "Special Factors—Opinion of the Special Committee's Financial Advisor" beginning on page 37 for additional information regarding the financial analysis performed by Morgan Stanley and the opinion rendered by Morgan Stanley to the Special Committee. The full text of the written opinion of Morgan Stanley to the Special Committee, dated September 28, 2020, is attached as Annex F to this proxy statement. Thereafter, Gibson Dunn reviewed with the members of the Special Committee the key terms of the Merger Agreement, the Ancillary Agreements and the Debt Commitment Letters. Following a discussion of the terms of the Merger Agreement and the related transaction documents, as well as Morgan Stanley's presentation of its financial analysis and opinion, the Special Committee unanimously resolved to approve the proposed Merger Agreement, the Plan of Merger and the Limited Guarantee, each in the drafts presented to the Special Committee, and the transactions contemplated by the Merger Agreement, including the Merger, and recommend that the Board authorize and approve the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including the Merger.

        Following the meeting of the Special Committee, the Board convened, and based upon the unanimous recommendation of the Special Committee, and taking into account the other factors described below

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under the heading titled "Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board" beginning on page 24, the Board (with the Chairman abstaining) adopted resolutions approving the terms of the Merger Agreement and Limited Guarantee and the transactions contemplated thereby and resolutions recommending that the Company's shareholders vote to approve the terms of the Merger Agreement and Limited Guarantee.

        Later on the same date, the Company and the Buyer Group executed and delivered the Merger Agreement and the applicable Ancillary Agreements.

        Later on the same date, the Company issued a press release announcing the execution of the Merger Agreement and the Limited Guarantee, and furnished the press release as an exhibit to its current report on Form 6-K with the SEC.

        On September 29, 2020, the Chairman and New Wave filed an amendment to the Schedule 13D with the SEC in light of the entry into the definitive agreements for the Proposed Transaction.

        Neither the Company, the Special Committee nor Morgan Stanley has received further communications from Shareholder A since August 26, 2020.

Reasons for the Merger and Recommendation of the Special Committee and the Board

        The Special Committee and the Board believe that, as a privately held entity, the Company's management may have greater flexibility to focus on improving the Company's long-term financial performance without the pressures created by the public equity market's emphasis on short-term period-to-period financial performance.

        In addition, as an SEC-reporting company, the Company's management and accounting staff, which comprise a relatively small number of individuals, must devote significant time to SEC reporting and compliance matters. The Company is also required to disclose a considerable amount of business and financial information to the public, some of which would otherwise be considered competitively sensitive and would not be disclosed by a non-reporting company. As a result, our actual or potential competitors, customers, lenders and vendors would have ready access to such disclosed information, which may help them compete against us or make it more difficult for us to negotiate favorable terms with them, as the case may be.

        At a meeting on September 28, 2020, the Special Committee, after consultation with its financial advisor and legal counsel and due consideration, unanimously (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company and the Unaffiliated Security Holders, and it is advisable for the Company to enter into the Merger Agreement, the Plan of Merger and to consummate the Transactions, including the Merger, and (b) recommended that the Board authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger.

        At a meeting on September 28, 2020, after careful consideration and upon the unanimous recommendation of the Special Committee, the Board (other than the Chairman who abstained from the vote), (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company and the Unaffiliated Security Holders, and it is advisable for the Company to enter into the Merger Agreement and the Plan of Merger and to consummate the Transactions, including the Merger, (b) authorized and approved the execution, delivery and performance of the Merger Agreement, the Plan of Merger, the Limited Guarantee and the consummation of the Transactions, including the Merger, and (c) resolved to recommend the approval and authorization of the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including the Merger, to the shareholders of the Company and directed that the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted to a vote of the shareholders of the Company for authorization and approval.

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        In the course of reaching its determination, the Special Committee and the Board considered the following factors and potential benefits of the Merger, each of which the Special Committee and the Board believe supported their decision to recommend the Merger Agreement and that the Merger is fair to the Unaffiliated Security Holders. These factors and potential benefits, which are not listed in any relative order of importance, are discussed below:

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        In addition, the Special Committee and the Board believed that sufficient procedural safeguards were and are present to ensure that the Merger is procedurally fair to the Unaffiliated Security Holders and to permit the Special Committee and the Board to represent effectively the interests of such Unaffiliated Security Holders, which procedural safeguards include the following, which are not listed in any relative order of importance:

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        The Special Committee and the Board also considered a variety of potentially negative factors concerning the Merger Agreement and the Merger, including the following, which are not listed in any relative order of importance:

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        The foregoing discussion of information and factors considered by the Special Committee and the Board is not intended to be exhaustive, but includes all material factors considered by the Special Committee and the Board. In view of the wide variety of factors considered by the Special Committee and the Board, neither the Special Committee nor the Board found it practicable to quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusions. In addition, individual members

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of the Special Committee and the Board may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The Special Committee recommended that the Board authorize and approve, and the Board authorized and approved, the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, based upon the totality of the information presented to and considered by it.

        The Special Committee and the Board noted that the authorization and approval of the execution of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, are not subject to approval by a majority of the Unaffiliated Security Holders. Nevertheless, the Special Committee and the Board believe the Merger is procedurally fair to the Unaffiliated Security Holders because, among other things, (i) the majority-of-the-minority voting requirement is not customary in going-private transactions involving Cayman Islands companies, and (ii) various safeguards and protective measures have been adopted to ensure the procedural fairness of the Transactions, including without limitation (a) the Board's formation of the Special Committee and granting to the Special Committee of the authority to review, evaluate, and negotiate (and to ultimately either authorize or reject) the terms of the Merger Agreement, the Plan of Merger and the Transactions, (b) the Special Committee's retention of, and receipt of advice from, competent and experienced independent legal counsel and independent financial advisor for purposes of negotiating the terms of the Transactions and/or preparing a report concerning the fairness of the Transactions, (c) the execution of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, have been approved by all of the directors who are neither employees of the Company nor affiliated with the management of the Company or the Buyer Group, and (d) the right of the Company to evaluate bona fide unsolicited alternative acquisition proposals that may arise before the Company's shareholders vote upon the Merger.

        In reaching its conclusion regarding the fairness of the Merger to the Unaffiliated Security Holders and its decision to recommend the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Special Committee considered financial analyses presented by Morgan Stanley. These analyses included, among others, historical trading ranges, range of broker target prices, comparable companies analysis, precedent transactions analysis, sum-of-the-parts analysis, incorporating discounted cash flows, leveraged buyout analysis and leveraged recapitalization analysis. All of the material analyses as presented to the Special Committee on September 28, 2020 are summarized below under the section entitled "Special Factors—Opinion of the Special Committee's Financial Advisor" beginning on page 37. The Special Committee and the Board expressly adopted these analyses and opinions, among other factors considered, in reaching their respective determination as to the fairness of the Transactions, including the Merger.

        Neither the Special Committee nor the Board considered the liquidation value of the Company's assets because each considers the Company to be a viable going-concern business where value is derived from cash flows generated from its continuing operations. In addition, the Special Committee and the Board believe that the value of the Company's assets that might be realized in a liquidation would be significantly less than its going-concern value for the reasons that (i) liquidation sales generally result in proceeds substantially less than the sales of a going concern; (ii) it is impracticable to determine a liquidation value given the significant execution risk involved in any breakup of a company; (iii) an ongoing operation has the ability to continue to earn profit, while a liquidated company does not, such that the "going-concern value" will be higher than the "liquidation value" of a company because the "going concern value" includes the liquidation value of a company's tangible assets as well as the value of its intangible assets, such as goodwill; and (iv) a liquidation process would involve additional legal fees, costs of sale and other expenses that would reduce any amounts that shareholders might receive upon liquidation. Furthermore, the Company has no intention of liquidation and the Merger will not result in the liquidation of the Company. Each of the Special Committee and the Board believe the analyses and additional factors it reviewed provided an indication of the Company's going-concern value. Each of the Special Committee and the Board also considered the historical market prices of the Shares as described

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under the section entitled "Market Price of the Company's Shares, Dividends and Other Matters—Market Price of the Ordinary Shares" beginning on page 65. Each of the he Special Committee and the Board considered the purchase prices paid in previous purchases as described under "Transactions in the Shares" beginning on page 95.

        Neither the Special Committee nor the Board, however, consider the Company's net book value, which is defined as total assets minus total liabilities, attributable to the Company's shareholders, as a factor. The Special Committee and the Board believe that net book value is not a material indicator of the value of the Company as a going concern as it does not take into account the future prospects of the Company, market conditions, trends in the industry or the business risks inherent in competing with larger companies in that industry. The Company's net book value per Share as of December 31, 2019 was approximately US$38.55 based on 68,450,187 Shares outstanding as of that date. The Company is not aware of any firm offers made by any unaffiliated person, other than the filing persons, during the past two years for (i) the Merger or consolidation of the Company with or into another company, (ii) the sale of all or a substantial part of the Company's assets or (iii) the purchase of the Company's voting securities that would enable the holder to exercise control over the Company.

        In reaching its determination that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, are fair to, and in the best interests of, the Company and the Unaffiliated Security Holders and its decision to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, and recommend the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, by the Company's shareholders, the Board, on behalf of the Company, considered the analysis and factors described above under this section and under "Special Factors—Background of the Merger" and expressly adopted such determination, recommendation and analysis. During its consideration of the Merger Agreement and the Transactions, including the Merger, the Board was also aware that some of the Company's shareholders, including the Rollover Shareholders, including the Chairman, have interests with respect to the Merger that are, or may be, different from, or in addition to those of the Unaffiliated Security Holders generally, as described under the section entitled "Special Factors—Interests of Certain Persons in the Merger" beginning on page 56.

        Except as set forth under "Special Factors—Background of the Merger" beginning on page 16, "Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board" beginning on page 24 and "Special Factors—Opinion of the Special Committee's Financial Advisor" beginning on page 37, no director who is not an employee of the Company has retained an unaffiliated representative to act solely on behalf of Unaffiliated Security Holders for purposes of negotiating the terms of the Transaction and/or preparing a report concerning the fairness of the Transaction.

        For the foregoing reasons, the Company and the Board believe that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, are fair to, and in the best interests of, the Company and the Unaffiliated Security Holders.

Position of the Buyer Group as to the Fairness of the Merger

        Under SEC rules governing going-private transactions, each member of the Buyer Group is required to express his or its belief as to the fairness of the Merger to the Unaffiliated Security Holders.

        Each member of the Buyer Group is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the Buyer Group as to the fairness of the Merger are not intended to be and should not be construed as a recommendation to any shareholder as to how that shareholder should vote on the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger. Members of the Buyer Group have interests in the Merger that are

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different from, and/or in addition to, those of the other shareholders of the Company by virtue of their continuing interests in the Surviving Company after the completion of the Merger. These interests are described under the section entitled "Special Factors—Interests of Certain Persons in the Merger—Interests of the Buyer Group" beginning on page 56.

        The Buyer Group believes that the interests of the Unaffiliated Security Holders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of its independent legal and financial advisors. The Buyer Group attempted to negotiate a transaction that would be most favorable to the Buyer Group, rather than to the Unaffiliated Security Holders and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were substantively and procedurally fair to such holders. The Buyer Group did not participate in the deliberations of the Special Committee regarding, and did not receive any advice from the Special Committee's independent legal or financial advisors as to, the fairness of the Merger to the Unaffiliated Security Holders. Furthermore, the Buyer Group did not itself undertake a formal evaluation of the fairness of the Merger. No financial advisor provided the Buyer Group with any analysis or opinion with respect to the fairness of the Per Share Merger Consideration to the Unaffiliated Security Holders.

        Based on their knowledge and analysis of available information regarding the Company, as well as the factors considered by, and findings of, the Special Committee and the Board discussed under the section entitled "Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board" beginning on page 24, the Buyer Group believes that the Merger is substantively fair to the Unaffiliated Security Holders based on the following factors, which are not listed in any relative order of importance:

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        The Buyer Group did not consider the liquidation value of the Company because the Buyer Group considers the Company to be a viable going concern and views the trading history of the Ordinary Shares as an indication of the Company's going concern value, and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the Merger.

        The Buyer Group did not consider the Company's net book value, which is an accounting concept based on historical costs, as a factor because it believed that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the Merger. The Buyer Group notes, however, that the Per Share Merger Consideration of $43.30 is substantially higher than the net book value per Share as of December 31, 2019 of US$ 38.55 (based on 68,450,187 outstanding Shares as of that date). See "Where You Can Find More Information" beginning on page 101 for a description of how to obtain a copy of the Company's Annual Report.

        The Buyer Group did not establish, and did not consider, a going concern value for the Company as a public company to determine the fairness of the merger consideration to the Unaffiliated Security Holders because, following the Merger, the Company will have a significantly different capital structure. However, to the extent the pre-Merger going concern value was reflected in the pre-announcement price of the Company's Shares, the Per Share Merger Consideration of $43.30 represents a premium to the going concern value of the Company.

        The Buyer Group is not aware of, and thus did not consider, any offers or proposals made by any unaffiliated person during the past two years for (i) a merger or consolidation of the Company with or into another company, (ii) a sale or transfer of all or substantially all of the Company's assets or (iii) the purchase of all or a substantial portion of the Shares that would enable such person to exercise control of or significant influence over the Company.

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        The Buyer Group did not perform or receive any independent reports, opinions or appraisals from any third party related to the Merger, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Merger to the Unaffiliated Security Holders.

        The Buyer Group believes that the Merger is procedurally fair to the Unaffiliated Security Holders based on the following factors, which are not listed in any relative order of importance:

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        The foregoing is a summary of the information and factors considered and given weight by the Buyer Group in connection with its evaluation of the fairness of the Merger to the Unaffiliated Security Holders, which is not intended to be exhaustive, but is believed by the Buyer Group to include all material factors considered by it. The Buyer Group did not find it practicable to assign, and did not assign, relative weights to the individual factors considered in reaching its conclusion as to the fairness of the Merger to the Unaffiliated Security Holders. Rather, its fairness determination was made after consideration of all of the foregoing factors as a whole.

        The Buyer Group believes these factors provide a reasonable basis for its belief that the Merger is both substantively and procedurally fair to the Unaffiliated Security Holders. This belief, however, is not intended to be and should not be construed as a recommendation by the Buyer Group to any Unaffiliated Security Holder of the Company as to how such Unaffiliated Security Holder should vote with respect to the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions.

Certain Financial Projections

        The Company does not generally make public detailed financial forecasts or internal projections as to future performance, revenues, earnings or financial condition. However, the Company's management prepared certain financial projections for the fiscal year ending December 31, 2020 through the fiscal year ending December 31, 2025 for the Special Committee and Morgan Stanley in connection with the financial analysis for the Merger. These financial projections were also provided to the Lenders in connection with their provision of the Debt Commitment Letters. These financial projections, which were based on the Company management's estimates of the Company's future financial performance as of the date provided, were prepared by the Company's management for internal use and for use by Morgan Stanley and the Lenders in their respective financial analyses, and were not prepared with a view towards public disclosure or compliance with published guidelines of the SEC regarding forward-looking information or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or U.S. GAAP.

        The financial projections are not a guarantee of performance. They involve significant risks, uncertainties and assumptions. In compiling the projections, the Company's management took into account historical performance, combined with estimates regarding revenue, gross profit, operating income and net income. Although the projections are presented with numerical specificity, they were based on numerous assumptions and estimates as to future events made by our management that our management believed were prepared on a reasonable basis, reflected the best estimates and judgments available at that time and presented, to the best of the management's knowledge and belief, the expected course of action and the expected future financial performance of the Company. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results, and shareholders are cautioned not to place undue reliance on the prospective financial information. In addition, factors such as industry performance, the market for the Company's existing and new products, the competitive environment, expectations regarding future acquisitions or any other transactions and general business, economic, regulatory, market and financial conditions, all of which are difficult to predict and beyond the control of our management, may cause actual future results to differ materially from the results forecasted in these financial projections.

        In addition, the projections generally do not take into account any circumstances or events occurring after the date that they were prepared. For instance, the projections do not give effect to completion of the Merger or any changes to the Company's operations or strategy that may be implemented after the time

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the projections were prepared. As a result, there can be no assurance that the projections will be realized, and actual results may be significantly different from those contained in the projections.

        Neither the Company, its independent registered public accounting firm, nor any other independent accounts have examined, compiled, or performed any procedures with respect to the financial projections or any amounts derived therefrom or built thereupon, nor have they given any opinion or any other form of assurance on such information or its achievability. The financial projections included in this proxy statement are included solely to give shareholders access to certain information that was made available to the Special Committee, Morgan Stanley and the Lenders, and are not included in this proxy statement in order to induce any shareholders to vote in favor of approval of the Merger Agreement or to elect not to seek appraisal for his or her Shares.

        The following table summarizes the financial projections prepared by the Company's management and considered by the Special Committee, Morgan Stanley and the Lenders in connection with their analysis of the proposed transaction:

 
  Management Projections  
 
  Fiscal Year Ending December 31,  
 
  2020E   2021E   2022E   2023E   2024E   2025E  
 
  (in $ million*, except percentage, non-GAAP**)
 

SINA Group

                                     

Net Revenue(a)

    2,123     2,395     2,641     2,888     3,155     3,414  

Growth

          13 %   10 %   9 %   9 %   8 %

Gross profit(b)

    1,490     1,651     1,781     1,893     2,025     2,151  

% of revenue

    70 %   69 %   67 %   66 %   64 %   63 %

Operating income(c)

    437     522     579     619     672     714  

% of revenue

    21 %   22 %   22 %   21 %   21 %   21 %

Net income attributable to SINA(d)

    134     151     172     189     222     245  

% of revenue

    6 %   6 %   7 %   7 %   7 %   7 %

Notes:

*
Management Projections were prepared in U.S. dollars. All translations from RMB to U.S. dollars in the table above were made at a rate of at an exchange rate of RMB7.10 to US$1.00.

**
The Company's non-GAAP financial measures exclude recognition of deferred revenues related to the license granted to Leju, stock-based compensation, amortization of intangible assets, adjustment for non-GAAP to GAAP reconciling items on the share of equity method investments (net of share of amortization of intangibles not on their books), gain (loss) on sale of investment, gain on deemed disposal, fair value changes and impairment on investment, adjustment for non-GAAP to GAAP reconciling items for the income attributable to non-controlling interests, amortization of convertible debt and senior notes issuance cost, and income tax effects of above non-GAAP to GAAP reconciling items.

Non-GAAP measures may not be comparable measurements to those used by other companies.

(a)
To exclude the recognition of deferred revenue related to the license granted to Leju.

(b)
To exclude the recognition of deferred revenue related to the license granted to Leju and stock-based compensation.

(c)
To exclude the recognition of deferred revenue related to the license granted to Leju, stock-based compensation and to adjust amortization of intangible assets

(d)
Net income after net earnings from equity investments, net interest income, income tax expense and net income to non-controlling interests.

        In preparing these projections, the Company's management necessarily made certain assumptions about future financial factors affecting the Company's business, including, primarily:

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        NONE OF THE COMPANY OR ITS AFFILIATES, ADVISORS, OFFICERS, DIRECTORS OR REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY SHAREHOLDER OR OTHER PERSON REGARDING THE ULTIMATE PERFORMANCE OF THE COMPANY COMPARED TO THE INFORMATION CONTAINED IN THE PROJECTIONS OR THAT PROJECTED RESULTS WILL BE ACHIEVED.

        BY INCLUDING IN THIS PROXY STATEMENT A SUMMARY OF ITS INTERNAL FINANCIAL PROJECTIONS, THE COMPANY UNDERTAKES NO OBLIGATIONS TO UPDATE, OR PUBLICLY DISCLOSE ANY UPDATE TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAW.

        The financial projections are forward-looking statements. For information on factors that may cause the Company's future financial results to materially vary, see "Cautionary Note Regarding Forward-Looking Statements" beginning on page 99 and "Item 3. Key Information—D. Risk Factors" included in the Company's Annual Report, incorporated by reference into this proxy statement.

Opinion of the Special Committee's Financial Advisor

        Morgan Stanley was retained by the Special Committee to provide it with financial advisory services and a financial opinion in connection with the Merger. The Special Committee selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's qualifications, expertise and reputation and its knowledge of the business and the relevant industry. At the meeting of the Special Committee on September 28, 2020, Morgan Stanley rendered its oral opinion to the Special Committee, and subsequently confirmed in writing by delivery of Morgan Stanley's written opinion dated September 28, 2020, to the Special Committee, that as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the Per Share Merger Consideration to be received by the holders of the Ordinary Shares (other than Parent and its affiliates) pursuant to the Merger Agreement was fair from a financial point of view to such holders.

        The full text of Morgan Stanley's written opinion dated September 28, 2020, is attached to this proxy statement as Annex F. You should read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Morgan Stanley in rendering the opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley's opinion is directed to the Special Committee and addresses only the fairness from a financial point of view of the Per Share Merger Consideration to be received by the holders of the Ordinary Shares (other than Parent and its affiliates) pursuant to the Merger Agreement as of the date of the opinion. It does not address any other aspects of the Merger and does not constitute a recommendation to any holders of the Ordinary Shares and the Class A Preference Shares as to how to vote at any shareholders' meeting related to the Merger or to take any other action with respect to the Merger.

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        In arriving at its opinion, Morgan Stanley, among other things:

        In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by the Company, and formed a substantial basis for its opinion. With respect to the financial projections prepared by the management of the Company, Morgan Stanley assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company of the future financial performance of the Company. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Parent and Merger Sub will obtain financing in accordance with the terms set forth in the Debt Commitment Letters and the Equity Commitment Letter, that the transactions contemplated by the Support Agreement will be consummated in accordance with their terms, and that the definitive Merger Agreement will not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley has assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. Morgan Stanley is not a legal, tax, accounting or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of the Company and its legal, tax, accounting and regulatory advisors with respect to legal, tax, accounting and regulatory matters. Morgan Stanley expressed no

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opinion with respect to the fairness of the amount or nature of the compensation to any of the Company's officers, directors or employees, or any class of such persons, relative to the Per Share Merger Consideration to be paid to the holders of the Ordinary Shares or with respect to the underlying decision by the Company to engage in the Merger. Morgan Stanley's opinion does not address the relative merits of the Merger as compared to any other alternative business transaction or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of the Company, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, the date of its opinion. Events occurring after the date of Morgan Stanley's opinion may affect the opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

        The following is a summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion to the Special Committee. Morgan Stanley presented its analyses to the Special Committee on September 28, 2020. A copy of the presentations by Morgan Stanley to the Special Committee have been filed as Exhibit (c)-(2) to the Company's transaction statement on Schedule 13E-3.

        The following is a summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion to the Special Committee:

        The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley's fairness opinion. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using comparable company data.

        In performing the financial analysis summarized below and arriving at its opinion, Morgan Stanley used and relied upon certain financial projections provided by the Company's management and referred to in this proxy statement. For more information, see the section of this proxy statement captioned, "Special Factors—Certain Financial Projections" beginning on page 35.

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Historical Trading Ranges

        Morgan Stanley reviewed the range of closing and volume weighted average prices of the Ordinary Shares for various periods ending on July 2, 2020, the last trading date prior to the Company's announcement of its receipt of the preliminary non-binding "going-private" proposal from New Wave on July 6, 2020. Morgan Stanley observed the following:

Period Ending July 2, 2020
  Range of Closing Prices
of Ordinary Shares
  Volume Weighted Average
Prices of Ordinary Shares

One Month Prior

  US$33.21 - 36.67   US$35.04

Three Months Prior

  US$30.04 - 36.67   US$33.67

Six Months Prior

  US$27.83 - 44.52   US$34.63

Twelve Months Prior

  US$27.83 - 46.71   US$36.96

Range of Broker Target Prices

        Morgan Stanley reviewed the price targets for the Ordinary Shares prepared and published by selected large brokerages prior to the Company's announcement on July 6, 2020 that it had received a preliminary "going-private" proposal from New Wave. These targets reflected each such broker's estimate of the future public market trading price of the Ordinary Shares and were not discounted to reflect present value. The range of undiscounted price targets for the Ordinary Shares as of July 2, 2020 was between US$36.00 to US$49.00, with a median price of US$37.00.

        The public market trading price targets published by such brokers do not necessarily reflect current market trading prices for the Ordinary Shares and these estimates are subject to uncertainties, including the future financial performance of the Company and future financial market conditions.

Comparable Companies Analysis

        Morgan Stanley performed a comparable companies analysis for the Company, which attempted to provide an implied value for the Company by comparing it to similar companies. These companies were selected based upon the experience and judgment of Morgan Stanley and do not include all publicly traded companies in the social & contents platform segment. For the purposes of its analysis, Morgan Stanley reviewed and compared certain publicly available and internal financial information, ratios and available public market multiples relating to the Company, some of which were based on the management projections, to corresponding financial data for selected publicly traded companies. The companies included in the Company comparable companies analysis were:

        Morgan Stanley analyzed the following statistics for comparative purposes:

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        Based on the analysis of the relevant metrics for each of the comparable companies, Morgan Stanley selected a range of financial multiples of the comparable companies and applied this range of multiples to the relevant Company financial statistic. The following table reflects the results of the analysis and the corresponding multiples for the comparable companies analysis:

Calendar Year Financial
  Representative
Range
  Implied Per
Ordinary Share Value

AV to Estimated 2020 Non-GAAP EBITDA

  12.0x - 13.0x   US$36.46 - US$44.30

AV to Estimated 2021 Non-GAAP EBITDA

  10.0x - 11.0x   US$35.19 - US$44.48

Price to Estimated 2020 Non-GAAP Earnings Per Share

  15.0x - 17.0x   US$32.85 - US$37.23

Price to Estimated 2021 Non-GAAP Earnings Per Share

  13.0x - 15.0x   US$32.06 - US$36.99

        All statistics used in this analysis were based on market data available as of September 25, 2020, except for 58.com which is the subject of a going-private transaction, and for which market data as of April 1, 2020, representing the last undisturbed price prior to announcement of a potential transaction, was used.

        In calculating the implied per Ordinary Share values of the Company described above and in other financial analysis, Morgan Stanley accounted on a pro forma basis Weibo's latest senior notes issued on July 8, 2020 (Debt US$750 million / Cash US$742 million (excl. underwriting discount)), the litigation reserves of US$126 million, the minority interest in Weibo adjusted to its market value as of September 25, 2020, other cash and short-term investments, and debt balances as of June 30, 2020, with the per Ordinary Share values calculated based on fully diluted shares outstanding assuming stock options and Company RSUs (as of September 21, 2020) using treasury method. No company utilized in the comparable companies analysis is identical to the Company. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of the Company. These include, among other things, the impact of competition on the businesses of the Company and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of the Company or the industry, or in the financial markets in general. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using comparable companies data.

Precedent Transactions Analysis

        Morgan Stanley compared the premiums paid in 21 selected take-private transactions involving U.S.-listed Cayman-incorporated Chinese companies with definitive merger agreements signed from 2015 to September 28, 2020, excluding transactions where implied market cap given the offer price was less than US$500 million. For each of these transactions, Morgan Stanley reviewed the premium paid to the target company's volume-weighted average stock price for the one month prior to the announcement date for each transaction. Based on such analysis, Morgan Stanley applied a premium range of 15% to 25% to the Company's volume-weighted average closing price per Ordinary Share for the one month leading up to and including July 2, 2020 of US$35.04, which resulted in an implied per Ordinary Share value range of US$40.29 to US$43.79.

        Morgan Stanley compared the premiums paid for the announced bids on or before June 30, 2020 for control of U.S. public targets with an aggregate value of US$1 billion or more, excluding terminated transactions, ESOPs, self-tenders, spin-offs, share repurchases, minority interest transactions, exchange offers, recapitalizations and restructurings. These transactions include all announced bids irrespective of consideration offered (i.e., includes all cash, all stock and hybrid bids) and exclude outliers. Based on such analysis, Morgan Stanley applied a premium range of 30% to 38% to the Company's volume-weighted

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average price per Ordinary Share for the one month leading up to and including July 2, 2020 of US$35.04, which resulted in an implied per Ordinary Share value range of US$45.55 to US$48.35.

        No company or transaction utilized in the precedent transactions analysis is identical to the Company or the Merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, which are beyond the control of the Company, such as the impact of competition on the business of the Company or the industry generally, industry growth and the absence of any adverse material change in the financial condition of the Company or the industry or in the financial markets in general, which could affect the public trading value of the companies and the corporate aggregate value and equity value of the transactions to which they are being compared. Morgan Stanley considered a number of factors in analyzing the Per Share Merger Consideration. The fact that points in the range of implied per Ordinary Share value derived from the valuation of precedent transactions were less than or greater than the Per Share Merger Consideration is not necessarily dispositive in connection with Morgan Stanley's analysis of the Per Share Merger Consideration, but one of many factors Morgan Stanley considered.

Sum of the Parts Analysis

        As part of its analysis, Morgan Stanley performed a sum of the parts analysis, incorporating discounted cash flows, for the Company using the management projections provided by the Company on August 12, 2020 and April 14, 2020, as described in "Certain Financial Projections" on page 35 of this proxy statement. The sum-of-the parts consists of the following parts:

        With respect to the Standalone business, Morgan Stanley performed a discounted cash flow analysis by calculating the estimated net present value of the project unlevered, after-tax cash flows based on the management projections for the years 2020 through 2025 and the business winding-up and recurring costs for the years 2025 through 2030. These values were discounted at a discount rate ranging from 8.8% to 9.8%, which range was derived taking into account, among other things, a weighted average cost of capital calculation based on factors commonly considered for purposes of calculating an estimated weighted average cost of capital, including a market risk premium estimated by Morgan Stanley, risk-free-rate and estimated beta for the Ordinary Shares. Morgan Stanley discussed with the Company the significant and continued lossmaking nature of certain of the Company's Standalone businesses, which are reflected in the management projections.

        With respect to the Weibo business, Morgan Stanley performed a discounted cash flow analysis of the Weibo business by calculating the estimated net present value of the projected unlevered, after-tax cash flows based on the management projections for the years 2020 through 2025 and the terminal values based on a perpetual growth rate range of 2.5% to 3.5%, which was selected by Morgan Stanley based on its professional judgment. These values were discounted at a discount rate ranging from 11.2% to 12.2%, which range was derived taking into account, among other things, a weighted average cost of capital calculation based on factors commonly considered for purposes of calculating an estimated weighted average cost of capital, including a market risk premium estimated by Morgan Stanley, risk-free-rate and estimated beta for the Ordinary Shares.

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        Morgan Stanley also reviewed and estimated a range for the realizable value of certain long-term investments held by the Company, which include listed and unlisted shares in other companies.

        Finally, based on among other factors, the historical trading discount of the Company relative to the net asset value of certain of its identifiable assets (including the value of the Weibo shares it holds), the discounts cited by certain large brokers covering the Company and implied holding company discounts of certain other conglomerate and comparable holding company structures, Morgan Stanley applied a holding discount of 30 - 45% to the value of the Company's businesses and long-term investments in certain of the sum-of-the parts analysis.

        Based on the above, the following ranges of values for the Ordinary Shares were derived:

Hypothetical Leveraged Buyout Analysis

        Morgan Stanley also analyzed the Company from the perspective of a potential purchaser that was not a strategic buyer, but rather was primarily a financial buyer that would effect a hypothetical leveraged buyout of the Company.

        The hypothetical leveraged buyout analysis assumed a leveraged buyout of the Company's consolidated businesses, based on the same financial forecasts described above as well as certain assumptions regarding debt levels and interest costs. Morgan Stanley calculated sensitivities on entry price assuming a range of an investor's desired potential internal rate of return of 20.0% to 30.0% and an AV/EBITDA exit multiple of 9.0x to 13.0x to EBITDA in 2025. Based on these projections and assumptions, Morgan Stanley calculated an implied valuation range of US$29.98 to US$44.27 per Ordinary Share.

Hypothetical Leveraged Recapitalization Analysis

        Morgan Stanley analysed the potential value of the Ordinary Shares if the Company attempted a recapitalization to increase debt and pay such incremental cash raised as a special dividend to the Company's shareholders, based on the same financial forecasts described above as well as certain assumptions regarding debt levels and interest costs.

        Morgan Stanley calculated sensitivities on present value of the SINA share price in 2021 assuming a range of an illustrative P/E multiple range of 14.0x to 16.0x on a levered basis and SINA consolidated cost of equity of 13.1%. Based on these projections and assumptions, Morgan Stanley calculated an implied valuation range of US$36.58 to US$39.74 per Ordinary Share.

General

        In connection with the review of the Merger by the Special Committee, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. Morgan Stanley also reviewed various potential alternatives to a transaction for the Special Committee, including a distribution of Weibo shares, a sale of the Company, and considered the feasibility of such alternatives within the

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context of the Company's shareholding structure and regulatory considerations based on input from the Company's management.

        The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley's view of the actual value of the Company.

        In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters. Many of these assumptions are beyond the control of the Company. These include, among other things, the impact of competition on the businesses of the Company and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of the Company or the industry, or in the financial markets in general. Any estimates contained in Morgan Stanley's analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

        Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the Per Share Merger Consideration to be received by the holders of the Ordinary Shares (other than Parent and its affiliates) pursuant to the Merger Agreement, and in connection with the delivery of its opinion to the Special Committee. These analyses do not purport to be appraisals or to reflect the prices at which the Ordinary Shares might actually trade.

        The Per Share Merger Consideration was determined through arm's-length negotiations between the Special Committee and Parent and were approved by the Board following the recommendation of the Special Committee. Morgan Stanley did not recommend any specific merger consideration to the Company or the Special Committee, or that any specific merger consideration constituted the only appropriate merger consideration for the Merger. Morgan Stanley's opinion does not address the underlying business decision to engage in the transaction contemplated by the Merger Agreement, or the relative merits of such transaction as compared to any strategic alternatives that may be available to the Company. In addition, Morgan Stanley expressed no opinion or recommendation as to how the holders of Ordinary Shares and the Class A Preference Shares should vote at the shareholders' meeting to be held in connection with the Merger.

        Morgan Stanley's opinion and its presentation to the Special Committee was one of many factors taken into consideration by the Special Committee in making its recommendation to the Board to authorize and approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Special Committee with respect to the Per Share Merger Consideration or of whether the Special Committee would have been willing to agree to a different merger consideration. Morgan Stanley's opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

        Morgan Stanley have acted as financial advisor to the Special Committee in connection with the Merger and will receive a fee for its services. No portion of its fee is contingent upon the consummation or success of the Merger or the conclusions set forth in its financial opinion. Pursuant to the engagement letter by and among the Company, the Special Committee and Morgan Stanley dated August 7, 2020 (the "Engagement Letter"), whether or not a transaction is completed, a retainer fee is payable upon execution of the Engagement Letter, and a substantial portion of the fee is payable upon the delivery of its financial opinion. The Company has also agreed to reimburse certain expenses of Morgan Stanley (subject to a cap)

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and to indemnify Morgan Stanley for certain liabilities. Morgan Stanley may seek to provide financial advisory and financing services to Parent and the Company and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

        Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of any Rollover Shareholder, the Company or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument.

Purposes of and Reasons for the Merger

        Under the SEC rules governing going-private transactions, each member of the Buyer Group is required to express his or its reasons for the Merger to the Company's Unaffiliated Security Holders, as defined in Rule 13e-3 of the Exchange Act.

        Each member of the Buyer Group is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. For the Buyer Group, the purpose of the Merger is to enable Parent to acquire 100% control of the Company, in a transaction in which the Ordinary Shares (other than the Excluded Shares and the Dissenting Shares) will be cancelled in exchange for US$43.30 per Ordinary Share, so that Parent will bear the rewards and risks of the sole ownership of the Company after the Merger, including any future earnings and growth of the Company as a result of improvements to the Company's operations or acquisitions of other businesses. In addition, the Merger will allow the Chairman, together with his affiliates, to increase his ownership percentage in the Company through his indirect ownership in Parent and maintain his leadership role with the Surviving Company, as further described in this proxy statement under the section entitled "Special Factors—Interests of Certain Persons in the Merger—Interests of the Buyer Group."

        The Buyer Group believes the operating environment has changed in a significant manner since the Company's initial public offering in 2000 and these changes have increased the uncertainty and volatility inherent in the business model of companies similar to the Company. As a result, the Buyer Group is of the view that there is potential for considerably greater short- and medium-term volatility in the Company's earnings. Responding to current market challenges will require tolerance for volatility in the performance of the Company's business and a willingness to make business decisions focused on improving the Company's long-term profitability. The Buyer Group believes that these strategies would be most effectively implemented in the context of a private company structure. As a privately held entity, the Company's management will have greater flexibility to focus on improving long-term profitability without the pressures exerted by the public market's valuation of the Company and its emphasis on short-term period-to-period performance.

        Further, as a privately held entity, the Company will be relieved of many of the expenses, burdens and constraints imposed on companies that are subject to the public reporting requirements under the U.S. federal securities laws, including the Exchange Act and the Sarbanes-Oxley Act of 2002. In particular, the Buyer Group believes that as a privately held company, the Company would no longer be subject to (i) the increased costs of regulatory compliance as an SEC reporting company and (ii) the requirement to disclose a considerable amount of business information to the public, some of which would otherwise be considered competitively sensitive and may help the Company's actual or potential competitors, customers, lenders and vendors compete against the Company or make it more difficult for the Company to negotiate favorable terms with them, as the case may be.

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        The Buyer Group decided to undertake the going-private transaction at this time because it wants to take advantage of the benefits of the Company being a privately held company as described above. In the course of considering the going-private transaction, the Buyer Group did not consider alternative transaction structures because the Buyer Group believed the Merger was the most direct and effective way to enable the Buyer Group to acquire ownership and control of the Company.

Effects of the Merger on the Company

Private Ownership

        The Ordinary Shares are currently listed on NASDAQ under the symbol "SINA." Following the consummation of the Merger, the Company, as the Surviving Company, will cease to be a publicly traded company and will instead become a private company beneficially owned by Parent.

        Following the completion of the Merger, the Ordinary Shares will no longer be listed on any securities exchange or quotation system, including NASDAQ, and price quotations with respect to sales of the Ordinary Shares in the public market will no longer be available. In addition, registration of Ordinary Shares under the Exchange Act may be terminated upon the Company's application to the SEC if Ordinary Shares are not listed on a national securities exchange and there are fewer than 300 record holders of Ordinary Shares. Ninety days after the filing of Form 15 in connection with the completion of the Merger or such longer period as may be determined by the SEC, registration of the Ordinary Shares under the Exchange Act will be terminated and the Company will no longer be required to file periodic reports with the SEC or otherwise be subject to the U.S. federal securities laws, including the Exchange Act and the Sarbanes-Oxley Act of 2002, applicable to public companies. As a result, the Company will no longer incur the costs and expenses of complying with such requirements. After the completion of the Merger, the Company's shareholders will no longer enjoy the rights or protections that the U.S. federal securities laws provide, including reporting obligations for directors, officers and principal securities holders of the Company.

        Upon completion of the Merger, each Ordinary Share issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$43.30 per Ordinary Share in cash, without interest and net of any applicable withholding taxes, except for Excluded Shares and Dissenting Shares. The Excluded Shares will be cancelled for no consideration. The Dissenting Shares will be cancelled and each holder thereof will be entitled to receive only the payment of the fair value of such Dissenting Shares as determined by the Grand Court in accordance with Section 238 of the Cayman Islands Companies Law.

        At the Effective Time, each Company Option to purchase Shares granted under the Company Share Plans that is vested and outstanding immediately prior to the Effective Time, will be cancelled in exchange for the right of each holder of such Company Option to receive cash, net of any applicable withholding taxes, in the amount equal to the product of (x) the excess, if any, of the Per Share Merger Consideration over the exercise price of such Company Option and (y) the number of Shares underlying such Company Option (assuming such holder exercises such Company Option in full immediately prior to the Effective Time), provided that if the exercise price per Share of any such Company Option is greater than the Per Share Merger Consideration, such Company Option will be cancelled without any cash payment being made in respect thereof.

        At the Effective Time, each unvested Company Option that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company Option, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company Option.

        At the Effective Time, each Company RSU that is vested and outstanding immediately prior to the Effective Time, will be cancelled in exchange for the right of the holder of such Company RSU to receive cash, without interest and net of any applicable withholding taxes, in the amount equal to the Per Share Merger Consideration.

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        At the Effective Time, each restricted Company RSU that is unvested and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company RSU, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company RSU.

Directors and Management of the Surviving Company

        If the Merger is completed, the current memorandum and articles of association of the Company will be replaced in their entirety by the memorandum and articles of association of Merger Sub, as in effect immediately prior to the Effective Time except that, at the Effective Time, (a) all references therein to the name "New Wave Mergersub Limited" will be amended to "Sina Corporation," (b) all references therein to the authorized share capital of the Surviving Company will be amended to refer to the correct authorized share capital of the Surviving Company as approved in the Plan of Merger; and (c) such memorandum and articles of association will include such indemnification, advancement of expenses and exculpation provisions as required by the Merger Agreement. In addition, the director of Merger Sub immediately prior to the Effective Time will become the initial director of the Surviving Company and the officers of the Company immediately prior to the Effective Time will become the initial officers of the Surviving Company, in each case, unless otherwise determined by Parent prior to the Effective Time.

Primary Benefits and Detriments of the Merger

        The primary benefits of the Merger to the Unaffiliated Security Holders include, without limitation, the following:

        The primary detriments of the Merger to the Unaffiliated Security Holders include, without limitation, the following:

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        The primary benefits of the Merger to the Company's directors and executive officers (other than the Chairman) include, without limitation, the following:

        The primary detriments of the Merger to the Company's directors and executive officers include, without limitation, the following:

        The primary benefits of the Merger to the Buyer Group include the following:

        The primary detriments of the Merger to the Buyer Group include the following:

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The Company's Net Book Value and Net Loss

        Parent and Mergersub do not currently own any interest in the Company. Immediately after the closing of the Merger, Parent will own 100% of the outstanding Shares of the Company. The Company's net loss attributable to the Company's ordinary shareholders for the fiscal year ended December 31, 2019 was approximately US$70.5 million, and total SINA shareholders' equity as of December 31, 2019 was approximately US$2.6 billion.

        The table below sets out the direct or indirect share in the Company's net book value and net loss for the parties listed below before and immediately after the Merger, based on the historical net book value and net loss attributable to SINA's ordinary shareholders as of and for the year ended December 31, 2019.

 
  Ownership Prior to the Merger(1)   Ownership After the Merger(1)  
 
  Net Book Value   Net Loss
Attributable to
SINA's
Ordinary
Shareholders
  Net Book Value   Net Loss
Attributable to
SINA's
Ordinary
Shareholders
 
Name
  US$'000   %   US$'000   %   US$'000   %   US$'000   %  

Chairman and his affiliates

    390,359     14.8 %   10,437     14.8 %   2,638,481     100 %   70,542     100 %

Note:

(1)
Ownership percentages are based on 59,733,728 Ordinary Shares outstanding as of October 7, 2020.

Plans for the Company after the Merger

        Following the completion of the Merger, the Buyer Group will beneficially own 100% of the equity interests in the Surviving Company indirectly through Parent. The Buyer Group anticipates that the Company will continue to conduct its operations substantially as they are currently being conducted, except that the Company will cease to be a publicly traded company and will instead be a wholly owned subsidiary of Parent.

        Following the completion of the Merger and the anticipated deregistration of the Ordinary Shares, the Company will no longer be subject to the Exchange Act and the compliance and reporting requirements of NASDAQ and the related direct and indirect costs and expenses, and may experience positive effects on profitability as a result of the elimination of such costs and expenses.

        Except as set forth in this proxy statement and transactions already under consideration by the Company, the Buyer Group has no present plans or proposals that relate to or would result in an extraordinary corporate transaction involving the Company's corporate structure, business, or management, such as a merger, reorganization, liquidation, relocation of any material operations, or sale or transfer of a material amount of assets. However, the Buyer Group will continue to evaluate the Company's entire business and operations from time to time, and may propose or develop plans and proposals which they consider to be in the best interests of the Company and its equity holders, including the disposition or acquisition of material assets, alliances, joint ventures, and other forms of cooperation with third parties or other extraordinary transactions, including the possibility of relisting the Company or a substantial part of its business on another stock exchange. The Buyer Group expressly reserves the right to make any changes they deem appropriate to the operation of the Surviving Company in light of such evaluation and review as well as any future developments.

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Alternatives to the Merger

        The Board did not independently determine to initiate a process for the sale of the Company. The Special Committee was formed in response to the receipt of the Proposal from New Wave on July 6, 2020. The Special Committee discussed, considered and evaluated, among others, the following potential alternatives to the Transaction:

        After considering the potential alternatives and consulting with its financial advisor and legal counsel, the Special Committee determined that the potential alternatives were either not viable or not on-the-whole superior to the proposed Merger, in light of the following factors:

        The Special Committee also took into account that, the Company, subject to compliance with the terms and conditions of the Merger Agreement, can terminate the Merger Agreement prior to the receipt

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of the requisite shareholders approval, in order to accept an alternative transaction proposed by a third party that is a Superior Proposal, subject to the payment of a termination fee of US$25 million, as provided in the Merger Agreement. In this regard, the Special Committee recognized that it has flexibility under the Merger Agreement (subject to the terms and conditions set forth therein) to respond to an alternative transaction proposed by a third party that is or is reasonably likely to result in a Superior Proposal, including the ability to provide information to and engage in discussions and negotiations with such party (and, if such proposal is a Superior Proposal, recommend such proposal to the Company's shareholders).

        In addition, the Board and the Special Committee considered, as alternatives available to the Company to enhance shareholder value, that the Company remains as a public company or pursues a potential secondary listing in Hong Kong. However, the Board and the Special Committee did not believe such options to be equally or more favorable in enhancing shareholder value, after considering factors such as the forecasts of future financial performance prepared by management, the offer premium implied by the Per Share Merger Consideration, the limited trading volume of the shares on NASDAQ, the continued and sustained discount on the traded price of the Ordinary Shares relative to the value of, among other assets, its Weibo Stake, the costs of regulatory compliance and disclosure requirements for public companies, the challenges to the Company's efforts to increase shareholder value as an independent publicly traded company, the potential impact of the proposed Holding Foreign Companies Accountable Act on the Company if signed into law, and the significant dilutive effect on existing shareholders of the Company in relation to a potential secondary listing to create sufficient liquidity.

        See "Special Factors—Purposes of and Reasons for the Merger" beginning on page 45 for additional information on factors and potential benefits that were considered by the Special Committee and the Board in connection with the Merger.

Effects on the Company if the Merger Is Not Completed

        The Company is not currently aware of any reason why the Merger will not be completed as contemplated by the Merger Agreement. If the Merger were not completed for any reason, the Unaffiliated Security Holders would not receive the Per Share Merger Consideration that is contemplated by the Merger Agreement and the Plan of Merger. Instead, the Company would remain a publicly-traded company and the Ordinary Shares would continue to be listed and traded on NASDAQ for so long as the Company continued to meet NASDAQ's listing requirements. The Unaffiliated Security Holders would therefore continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of the Ordinary Shares. The effect of these risks and opportunities on the future value of the Unaffiliated Security Holders' Ordinary Shares cannot be predicted with any certainty. There is also a risk that the market price of the Ordinary Shares would decline if the Merger were not completed, based on an assumption that the current market price reflects an expectation on the part of investors that the Merger will be completed.

        Under specified circumstances, the Company may be required to pay Parent or its designees a termination fee of approximately US$25,000,000, or the Parent may be required to pay the Company or its designees a termination fee of US$50,000,000, in each case, as described under the caption "The Merger Agreement—Termination Fees" beginning on page 87.

        If the Merger were not completed for any reason, the Board could be expected from time to time thereafter to evaluate and review the business, operations, dividend policy, and capitalization of the Company and make such changes as it deemed appropriate and continue to seek to identify strategic alternatives to enhance shareholder value. If the Merger were not completed for any reason, it is possible that no other comparable transaction acceptable to the Company would be offered, and that the Company's business, prospects, and results of operations would be adversely affected.

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Financing of the Merger

        The Company and the Buyer Group estimate that the total amount of funds necessary to complete the Merger and the Transactions, including payment of fees and expenses in connection with the Merger would be approximately US$2.2 billion, assuming no exercise of dissenters' rights by shareholders of the Company. In calculating this amount, the Company and the Buyer Group did not consider the value of the Excluded Shares, which will be cancelled for no consideration pursuant to the Merger Agreement. This amount includes the cash to be paid to the Unaffiliated Security Holders as well as the related costs and expenses, in connection with the Transactions.

        The Buyer Group expects to provide this amount through a combination of (i) rollover equity (represented by the Rollover Shares) from the Rollover Shareholders, (ii) cash contributions by the Chairman contemplated by the Equity Commitment Letter (the "Equity Financing"), (iii) proceeds from a committed term loan facility contemplated by the Debt Commitment Letter dated September 28, 2020 issued to New Wave by China Minsheng Banking Corp., Ltd. Hong Kong Branch , as the mandated lead arranger and underwriter (the "Facility A") and a committed term loan facility contemplated by the Debt Commitment Letter dated September 27, 2020 issued to New Wave by China Minsheng Banking Corp., Ltd. Shanghai Branch, as the mandated lead arranger and underwriter (the "Facility B," and together with Facility A, the "Facilities"), and (iv) available unrestricted cash from the Company. The financing contemplated under both Debt Commitment Letters are hereby referred to as "the Debt Financing."

        Under the terms and subject to the conditions of the Equity Commitment Letter, the Chairman has committed to providing equity financing in an aggregate amount of $126,942,675 to New Wave to finance the Merger.

        Under the terms and subject to the conditions of the Debt Commitment Letters, China Minsheng Banking Corp., Ltd. Hong Kong Branch and China Minsheng Banking Corp., Ltd. Shanghai Branch committed to arrange and underwrite the Facility A in the amount of $832,000,000 and the Facility B in the amount of $1,248,000,000 to New Wave to finance the Merger.

        Pursuant to the Equity Commitment Letter, the Chairman has committed, subject to the terms and conditions therein, to subscribe, or cause to be subscribed, equity securities of New Wave, at or prior to the Effective Time, in an aggregate cash amount of US$126,942,675. Such funds to be used by New Wave to (i) fund a portion of the aggregate Per Share Merger Consideration and any other amounts required to be paid pursuant to the Merger Agreement, (ii) pay any and all fees and expenses of New Wave, Parent and Merger Sub in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and (iii) satisfy all of New Wave's, Parent's and Merger Sub's other payment obligations in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

        The funding of the Chairman's equity commitment under the Equity Commitment Letter is conditioned upon (i) the satisfaction, or waiver by Parent, of each of the conditions to Parent's and Merger Sub's obligations to effect the Merger set forth in the Merger Agreement as in effect from time to time (other than those conditions that by their nature are to be satisfied at the closing of the Merger), and (ii) the substantially concurrent consummation of the closing of the Merger, provided, that if the Company seeks specific performance in accordance with the Merger Agreement and the Parent or Merger Sub is ordered by a court of competent jurisdiction to specifically perform their obligations to effect the closing pursuant to the Merger Agreement, the conditions set forth in the item (ii) will be deemed satisfied.

        The obligation of the Chairman to fund the equity commitment under the Equity Commitment Letter will terminate automatically and immediately upon the earlier to occur of (i) the Effective Time; so long as

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the Chairman has at or prior to the Effective Time fully funded and paid to New Wave the equity commitment, and (ii) the valid termination of the Merger Agreement in accordance with its terms.

        The Company is an express third-party beneficiary of the Equity Commitment Letter to the extent of its right to seek specific performance of the equity commitment pursuant to the terms and subject to the conditions of the Equity Commitment Letter.

        New Wave received the Debt Commitment Letters from the Lenders, pursuant to which and subject to the conditions set forth therein, the Lenders committed to provide the Facility A in the amount of $832,000,000 and the Facility B in the amount of $1,248,000,000 to New Wave for the purpose of financing the consideration for the Merger and fees and expenses incurred in connection with the Merger.

        Each Debt Commitment Letter shall terminate with immediate effect upon the earlier of (i) the date falling six months after the date of such Debt Commitment Letter, or (ii) the applicable Lender gives New Wave notice terminating its respective obligations under the relevant Debt Commitment Letter, provided that such notice may only be given under the following circumstances:

        Under Debt Commitment Letters, the Lenders are obliged to negotiate in good faith to finalize and enter into the definitive documents governing the Facilities based on the term sheets in respect of each Facility within six months after the date of the Debt Commitment Letters.

        The definitive documents governing each Facility have not been executed as of the date hereof and, accordingly, the actual terms of the Facilities may differ from those described in this proxy statement. Except as described herein, there is no other plan or arrangement to finance the Merger.

        The Buyer Group expects to use available unrestricted cash generated from the business operations of the Company and its subsidiaries to repay the debt incurred under the Facilities under certain circumstances and subject to the terms and conditions as set forth in the definitive documents governing the Facilities.

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Limited Guarantee

        Concurrently with the execution and delivery of the Merger Agreement on September 28, 2020, New Wave, as the guarantor, executed and delivered the Limited Guarantee in favor of the Company. Under the Limited Guarantee, New Wave has guaranteed in favor of the Company, subject to a maximum amount of US$55,000,000 (the "Maximum Amount") and certain limitations provided therein, (i) the payment of the Parent Termination Fee as defined in the Merger Agreement, (ii) the reimbursement obligations of Parent of reasonable costs and expenses actually incurrent in connection with the collection of the Parent Termination Fee pursuant the Merger Agreement and (iii) the indemnification and reimbursement

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obligations of Parent of all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys' fees) incurred by the Company or any of its subsidiaries in connection with the cooperation of the Company and its subsidiaries for the financing of the Buyer Group under the Merger Agreement. The Limited Guarantee will terminate on the earliest to occur of (a) the Effective Time, (b) the payment in full of the obligations thereunder subject always to the Maximum Amount, and (c) the valid termination of the Merger Agreement in accordance with its terms that would not result in Parent and/or Merger Sub being obligated to make any payment of any obligations mentioned above pursuant to the Merger Agreement.

Support Agreement

        Concurrently with the execution and delivery of the Merger Agreement on September 28, 2020, the Chairman entered into the Support Agreement with New Wave and Parent. Pursuant to the Support Agreement, among other things, (i) the Chairman and New Wave will vote, or cause to be voted, all of the Rollover Shares beneficially owned by them in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, and (ii) the Rollover Shares held by the Chairman and New Wave will, at the Closing, be cancelled for no consideration. The Chairman or his affiliates as designated will instead receive a number of newly issued ordinary shares of New Wave.

        A copy of the Support Agreement is attached as Annex C to this proxy statement and is incorporated herein by reference.

        As of the date of this proxy statement, the Chairman directly owns 820,689 Rollover Shares, including Rollover Shares underlying certain Vested Company RSUs and certain Vested Company Options, and New Wave owns 7,951,536 Rollover Shares, including 7,944,386 Ordinary Shares and 7,150 Class A Preference Shares. The Chairman and New Wave together own Rollover Shares representing approximately 61.2% of the total voting power of the outstanding Shares in the Company.

Remedies

        The parties to the Merger Agreement are entitled to specific performance of the terms of the Merger Agreement, including an injunction or injunctions to prevent breaches of the Merger Agreement, in addition to any other remedy at law or equity.

        The Company's right to obtain an injunction or injunctions, or other appropriate form of specific performance or equitable relief, in each case with respect to causing the equity financing from the Chairman to be funded or to effect the closing of the Merger, is, however, subject to (i) all conditions to the obligation of Parent (other than those conditions that by their terms are to be satisfied at the closing) have been satisfied or waived, (ii) Parent and Merger Sub fail to complete the closing by the date the Closing is required to have occurred pursuant to the Merger Agreement, (iii) the Debt Financing or the alternative financing under the Merger Agreement has been funded or will be funded at the closing if the Equity Financing is funded at the closing, and (iv) the Company has irrevocably confirmed in writing that (A) all conditions to the obligation of the Company have been satisfied or that it is waiving any of the conditions to the extent not so satisfied (other than those conditions that by their terms are to be satisfied at the closing) and (B) if specific performance is granted and the Equity Financing and Debt Financing are funded, then it would take such actions required of it by the Merger Agreement to cause the closing to occur. In no event shall the Company be entitled to specific performance to cause Parent or Merger Sub to cause the Equity Financing to be funded or to effect the closing if the Debt Financing or the alternative financing has not been funded or will not be funded at the closing even if the Equity Financing is funded at the Closing.

        While the parties may pursue both a grant of specific performance and monetary damages, none of them will be permitted or entitled to receive both a grant of specific performance that results in the closing of the Merger and monetary damages.

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        The maximum aggregate liabilities of Parent and Merger Sub, on the one hand, and the Company, on the other hand, for monetary damages in connection with the Merger Agreement are limited to (i) a termination fee of $50,000,000 and $25,000,000, respectively, (ii) reimbursement of certain expenses in the event that the Company or the Parent Parties fail to pay the applicable termination fee when due and in accordance with the requirements of the Merger Agreement, as the case may be, and (iii) with respect to Parent and Merger Sub, reimbursement of certain reasonable costs and expenses (including reasonable attorneys' fees) or indemnification of certain losses incurred by the Company or any of its subsidiaries in connection with the cooperation of the Company and its subsidiaries with respect to the arrangement of the Debt Financing or the alternative financing and any information used in connection therewith.

Interests of Certain Persons in the Merger

        In considering the recommendation of the Special Committee and the Board with respect to the Merger, you should be aware that the Rollover Shareholders have interests in the transaction that are different from, and/or in addition to, the interests of the Unaffiliated Security Holders generally. The Board and the Special Committee were aware of such interests and considered them, among other matters, in reaching their decisions to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions contemplated by the Merger Agreement, including the Merger, and recommend that our shareholders vote in favor of authorizing and approving the Merger Agreement, the Plan of Merger and the Transaction, including the Merger.

Interests of the Buyer Group

        As a result of the Merger, Parent will own 100% of the equity interest in the Surviving Company immediately following the completion of the Merger. The Buyer Group will directly or indirectly enjoy the benefits from any future earnings and growth of the Company after the Merger which, if the Company is successfully managed, could result in an increase in the value of their investments in the Company. The Buyer Group will also bear the corresponding risks of any possible decreases in the future earnings, growth or value of the Company. As there will be no public trading market for the Surviving Company's shares, the Buyer Group will have no certainty of any future opportunity to sell such shares at an attractive price, or that any dividend paid by the Surviving Company will be sufficient to recover their respective investments in the Company.

        The Merger may also provide additional means to enhance shareholder value for the Buyer Group, including improved profitability due to the elimination of the expenses associated with public company reporting and compliance, increased flexibility and responsiveness in management of the business to achieve growth and respond to competition without the restrictions of short-term earnings comparisons, and additional means for making liquidity available to the Buyer Group, such as through dividends or other distributions.

Interests of the Company's Executive Officers and Directors in the Merger

        In considering the recommendation of the Special Committee and the Board, the Company's shareholders should be aware that certain of the Company's directors and executive officers have interests in the Transactions that are different from, and/or in addition to, the interests of the Company's shareholders generally. These interests include:

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        The Special Committee and the Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions and recommendations with respect to the Merger Agreement and related matters.

Treatment of Company Equity Awards

Treatment of Company Options

        At the Effective Time, each Company Option to purchase Shares granted under the Company Share Plans, that is vested and outstanding immediately prior to the Effective Time (each, a "Vested Company Option"), will be cancelled in exchange for the right of each holder of such Company Option to receive cash, without interest and net of any applicable withholding taxes, in the amount equal to the product of (x) the excess, if any, of the Per Share Merger Consideration over the exercise price of such Company Option and (y) the number of Shares underlying such Company Option (assuming such holder exercises such Company Option in full immediately prior to the Effective Time), provided that if the exercise price per Share of any such Company Option is greater than the Per Share Merger Consideration, such Company Option will be cancelled without any cash payment being made in respect thereof.

        At the Effective Time, each unvested Company Option that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company Option, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company Option.

Treatment of Company Restricted Share Units

        At the Effective Time, each Company RSU that is vested and outstanding immediately prior to the Effective Time (each, a "Vested Company RSU"), will be cancelled in exchange for the right of the holder of such Company RSU to receive cash, without interest and net of any applicable withholding taxes, in the amount equal to the Per Share Merger Consideration.

        At the Effective Time, each restricted Company RSU that is unvested and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company RSU, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company RSU.

        The following table shows, as of the date of this proxy statement, for each director and executive officer of the Company, (a) the number of Shares owned (excluding the Rollover Shares), (b) the cash payment that will be made in respect of the Shares (excluding the Rollover Shares) at the Effective Time, (c) the number of Vested Company Options granted under the Share Incentive Plans, whether vested or

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unvested, (d) the number of Vested Company RSUs granted under the Share Incentive Plans, whether vested or unvested, and (e) the cash payment that will be made in respect of the Vested Company Options and Vested Company RSUs granted under the Share Incentive Plans at the Effective Time (in all cases before applicable withholding taxes).

Name
  Shares
(excluding
Rollover
Shares)
  Cash
payment
to be
received
for the
Shares upon
Effective
Time($)
  Shares
underlying
Vested
Company
Options
(excluding
Rollover
Shares)
  Exercise
price ($)
  Cash
payment
to be
received
for Vested
Company
Options
upon
Effective
Time ($)
  Shares
underlying
Vested
Company
RSUs
(excluding
Rollover
Shares)
  Cash
payment
to be
received
for Vested
Company
RSUs upon
Effective
Time($)
 

Charles Chao

                             

Bonnie Yi Zhang

    110,299     4,775,946.7                 12,500     541,250  

Hong Du

    363,130     15,723,529.0     56,250     38.27     282,937.5     12,500     541,250  

Qingxu Deng

    31,448     1,361,698.4     1,250     35.69     9,512.5     8,000     346,400  

Bin Zheng

    30,251     1,309,868.3     3,125     35.69     23,781.3          

Ter Fung Tsao

    50,140     2,171,062.0                 2,510     108,683  

Yan Wang

    12,312     533,109.6                 2,510     108,683  

Song Yi Zhang

    20,140     872,062.0                 2,510     108,683  

Yichen Zhang

    48,280     2,090,524.0                 2,510     108,683  

James Jianzhang Liang

    4,345     188,138.5                 1,885     81,621  

Total

    670,345     29,025,938.5     60,625           316,231.3     44,925     1,945,253  

Indemnification; Directors' and Officers' Insurance

        See "The Merger Agreement—Indemnification; Directors' and Officers' Insurance" beginning on page 82.

The Special Committee

        On July 6, 2020, the Board established a Special Committee of independent and disinterested directors to consider the proposal from New Wave and to take any actions it deems appropriate to assess the fairness and viability of such proposal. The Special Committee is composed of three independent and disinterested directors: Mr. Song Yi Zhang, Mr. Yichen Zhang and Mr. Yan Wang. The Board appointed Mr. Song Yi Zhang as the Chairperson of the Special Committee. Other than their receipt of board and Special Committee compensation (which are not contingent upon the consummation of the Merger or the Special Committee's or the Board's recommendation of the Merger) and their indemnification and liability insurance rights under the Merger Agreement, none of the members of the Special Committee has a financial interest in the Merger or any of transactions contemplated thereby that is different from that of the Unaffiliated Security Holders and none of them is related to any member of the Buyer Group. The Board did not place any limitations on the authority of the Special Committee regarding its investigation and evaluation of the Merger.

        The Company has compensated the members of the Special Committee in exchange for their service in such capacity. The monthly compensation is US$50,000 for each member of the Special Committee, the payment of which is not contingent upon the completion of the Merger or the Special Committee's or the Board's recommendation of the Merger.

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Position with the Surviving Company

        After completion of the Merger, the Chairman expects to continue to serve as the director of the Surviving Company. It is anticipated that the other executive officers of the Company will hold positions with the Surviving Company that are substantially similar to their current positions.

Related Party Transactions

        The Company has adopted an audit committee charter that requires the audit committee to review on an ongoing basis and approve all related party transactions as defined in Item 404 of Regulation S-K.

        For a description of related party transactions for the years ended December 31, 2018 and 2019, see "Item 7. Major Shareholders and Related Party Transactions" included in the Company's Annual Report, which is incorporated by reference into this proxy statement. See "Where You Can Find More Information" beginning on page 101 for a description of how to obtain a copy of the Company's Annual Report.

Fees and Expenses

        Fees and expenses incurred or to be incurred by the Company and the Buyer Group in connection with the Merger are estimated at the date of this proxy statement and set forth in the table below. Such fees are subject to change pending completion of the Merger.

Description
  Amount
(US$)

Legal fees and expenses

   

Financial advisory fees and expenses

   

Filing fees

   

Miscellaneous (including printing, proxy solicitation and mailing costs)

   

Total

   

        These expenses will not reduce the merger consideration to be received by the Company shareholders. If the Merger is completed, the party incurring any costs and expenses in connection with the Merger and the Merger Agreement will pay those costs and expenses.

Voting by the Buyer Group at the Extraordinary General Meeting

        Pursuant to the Support Agreement, the Rollover Shareholders have agreed to vote all of the Shares they beneficially own in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger, at the extraordinary general meeting of the Company. As of the Share Record Date, we expect that the Rollover Shareholders will beneficially own, in the aggregate, approximately 14.8% of the total issued and outstanding Shares in the Company and approximately 61.2% of the total voting power of the outstanding Shares in the Company.

Litigation Related to the Merger

        We are not aware of any lawsuit that challenges the Merger, the Merger Agreement or the Transactions, including the Merger.

Accounting Treatment of the Merger

        The Merger is expected to be accounted for as a business combination by Parent in accordance with Accounting Standards Codification 805 "Business Combinations," initially at the fair value of the Company as of the date of the closing of the Merger, which is the date of the acquisition.

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Regulatory Matters

        The Company does not believe that any material federal or state regulatory approvals, filings or notices are required in connection with effecting the Merger other than the approvals, filings or notices required under the federal securities laws and the filing of the Plan of Merger (and supporting documentation as specified in the Cayman Islands Companies Law) with the Cayman Registrar and, in the event the Merger becomes effective, a copy of the Certificate of Merger being given to the shareholders and creditors of the Company and Merger Sub as at the time of the filing of the Plan of Merger and notice of the Merger being published in the Cayman Islands Government Gazette. See "The Merger Agreement—Conditions to the Merger" beginning on page 85 for additional information.

Dissenters' Rights

        Holders of the Shares who exercise dissenters' rights will have the right to receive payment of the fair value of their Shares as determined by the Grand Court in accordance with Section 238 of the Cayman Islands Companies Law if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Law for the exercise of dissenters' rights, a copy of which is attached as Annex G to this proxy statement. The fair value of their Shares as determined by the Grand Court under the Cayman Islands Companies Law could be more than, the same as, or less than the merger consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters' rights with respect to their Shares. These procedures are complex and you should consult your Cayman Islands legal counsel. If you do not fully and precisely satisfy the procedural requirements of the Cayman Islands Companies Law, you will lose your Dissenters' Rights (as described under the section entitled "Dissenters' Rights" on page 91).

U.S. Federal Income Tax Consequences

        The following is a general discussion of the U.S. federal income tax consequences of the Merger to U.S. Holders, as defined below, whose ordinary shares are exchanged for cash pursuant to the Merger. This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended, applicable U.S. Treasury regulations, judicial opinions, and administrative rulings and published positions of the Internal Revenue Service, or "IRS," each as in effect as of the date hereof. These authorities are subject to change, possibly on a retroactive basis, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address any tax considerations under state, local or foreign laws or U.S. federal laws other than those pertaining to U.S. federal income tax. This discussion is not binding on the IRS or the courts and therefore could be subject to challenge, which could be sustained. This discussion applies only to U.S. Holders of ordinary shares who hold such shares as a capital asset (generally, property held for investment) and do not exercise appraisal rights pursuant to the Merger. Further, this discussion does not cover all aspects of U.S. federal income taxation that may be relevant to U.S. Holders in light of their particular circumstances, nor does it apply to U.S. Holders subject to special treatment under U.S. federal income tax laws, such as: financial institutions; pension plans; regulated investment companies; real estate investment trusts; cooperatives; tax-exempt entities; insurance companies; persons holding ordinary shares as part of a hedging, integrated, conversion or constructive sale transaction or a straddle; persons who use a mark-to-market method for reporting income or loss with respect to their ordinary shares; U.S. expatriates; persons who hold 10% or more of our ordinary shares (by vote or value); and persons whose "functional currency" is not the U.S. dollar.

        For purposes of this discussion, a "U.S. Holder" means a beneficial owner of ordinary shares that is one of the following:

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        If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds ordinary shares, the tax treatment of a partner in that partnership will generally depend on the status of the partners and the activities of the partnership. If you are a partner of a partnership holding ordinary shares, you should consult your tax advisor. U.S. Holders should consult their tax advisors concerning the particular U.S. federal income tax consequences of the Merger to them, as well as any consequences to them arising under any state, local and non-U.S. tax laws.

Consequences of the Merger Generally

        The receipt of cash by a U.S. Holder in exchange for ordinary shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, subject to the "passive foreign investment company," or "PFIC," discussion below, a U.S. Holder who receives cash in exchange for ordinary shares pursuant to the Merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) the U.S. Holder's adjusted tax basis in those shares. If a U.S. Holder acquired different blocks of ordinary shares at different times and different prices, that holder generally must determine its adjusted tax basis and holding period separately with respect to each block of ordinary shares. The deductibility of capital losses is subject to limitations. Subject to the PFIC rules discussed below, capital gain recognized by an individual U.S. Holder is generally eligible for the preferential long-term capital gains rate if such individual U.S. Holder's holding period in its ordinary shares exchanged in the Merger is greater than one year as of the effective date of the Merger.

        Any capital gain or loss will generally be U.S.-source gain or loss for U.S. foreign tax credit purposes. In the event that we are deemed to be a PRC resident enterprise under PRC tax law, and gain from the disposition of the ordinary shares would be subject to tax in the PRC, as described in "Special Factors—PRC Income Tax Consequences," such gain may be treated as PRC-source gain for U.S. foreign tax credit purposes under the U.S.-PRC income tax treaty. U.S. Holders should consult their tax advisors regarding the tax considerations if a foreign tax is imposed on a disposition of our ordinary shares, including the availability of the foreign tax credit under their particular circumstances.

Passive Foreign Investment Company Rules

        A non-U.S. corporation, such as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of "passive" income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. For this purpose, cash is categorized as a passive asset and the company's unbooked intangibles associated with active business activity are taken into account as a non-passive asset. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock.

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        If we were classified as a PFIC for any taxable year during which a U.S. Holder held our ordinary shares, the PFIC tax rules discussed generally will apply to such U.S. Holder for such taxable year and, unless the U.S. Holder makes certain elections, will apply in future years even if we ceased to be a PFIC.

        As explained in the Company's Annual Report at "Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Considerations," though we do not believe that we should be treated as a PFIC for U.S. federal income tax purposes for our taxable year ended December 31, 2019, there can be no assurance in this regard. Because the value of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may be determined by reference to the market price of our ordinary shares from time to time (which may be volatile), recent fluctuations in the market price of our ordinary shares increased our risk of becoming a PFIC. Depending on how we deploy our passive assets in our operations or for other active purposes and the value of our gross assets, as well as the continued fluctuations of the market price of our shares, we may or may not be classified as a PFIC for the current taxable year. Under circumstances where revenue from activities that produce passive income significantly increase relative to our revenue from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a PFIC may substantially increase.

        If we were a PFIC for any taxable year during which a U.S. Holder held our ordinary shares, such holder generally will be subject to special tax rules with respect to any gain such holder realizes from the exchange of ordinary shares pursuant to the Merger, unless such holder made a mark-to-market election as described in the Company's Annual Report at "Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules." Under these special tax rules:

        If we were a PFIC for any taxable year during which a U.S. Holder held our ordinary shares and any of our non-U.S. subsidiaries were also PFICs, such holder will be treated as having owned a proportionate amount (by value) of the shares of such non-U.S. subsidiary classified as a PFIC for purposes of the application of these rules.

        A U.S. Holder who made a mark-to-market election, as described in the Company's Annual Report at "Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules," for such holder's taxable years prior to the taxable year in which the Merger is closed should be able to avoid any interest charge for those years.

        If we are classified as a PFIC, a U.S. Holder must file an annual report with the IRS. U.S. Holders should consult their tax advisors concerning the effects of the Merger and the possibility of the Company becoming a PFIC.

Controlled Foreign Corporation Considerations

        A "controlled foreign corporation," or "CFC," is a foreign corporation more than 50% of the stock (by vote or value) of which is owned (directly, indirectly or constructively) by U.S. shareholders owning (directly, indirectly or constructively) at least 10% of the foreign corporation's stock (by vote or value).

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Because our controlling shareholder, The Chairman, is a U.S. citizen, it is likely that the Company is a CFC.

        U.S. Holders that actually, indirectly or constructively own ordinary shares representing 10% or more of our stock (by vote or value) may have certain adverse consequences resulting from our CFC status. Such U.S. Holders should consult their tax advisors regarding the tax consequences of our status as a CFC (or the CFC status of any of our non-U.S. subsidiaries) on their receipt of cash pursuant to the Merger.

PRC Income Tax Consequences

        Under the Enterprise Income Tax Law (the "EIT Law"), which took effect on January 1, 2008, and as amended on December 29, 2018, enterprises established outside of China whose "de facto management bodies" are located in the PRC are considered "resident enterprises," and thus will generally be subject to the enterprise income tax at the rate of 25% on their global income. On December 6, 2007, the State Council adopted the Regulation on the Implementation of Enterprise Income Tax Law, as amended on April 23, 2019, which defines the "de facto management body" as an establishment that has substantial management and control over the business, personnel, accounts and properties of an enterprise. The State Administration of Taxation issued the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies ("Circular 82") on April 22, 2009, and as amended on December 29, 2017. Circular 82 provides certain specific criteria for determining whether the "de facto management body" of a Chinese-controlled offshore incorporated enterprise is located in China. Under the EIT Law and its implementation regulations, the PRC income tax at the rate of 10% is applicable to any gain recognized on receipt of consideration by a "non-resident enterprise" from transfer of its equity in a PRC resident enterprise, provided that the "non-resident enterprise" does not have a de facto management body in the PRC and also (a) does not have an establishment or place of business in the PRC or (b) has an establishment or place of business in the PRC, but the relevant income is not effectively connected with the establishment or place of business, to the extent such gain is derived from sources within the PRC. Under the Individual Income Tax Law, an individual who disposes a capital asset in China is subject to PRC individual income tax at the rate of 20%. Reduction of or relief from these taxes may be sought under applicable Income Tax Treaties with China.

        The Company does not believe it is a resident enterprise defined and regulated by the aforesaid regulations or that the gain recognized on the receipt of consideration for your Share should otherwise be subject to PRC income tax to holders of such Shares that are not PRC residents, however, as there has not been a definitive determination of the Company's status by the PRC tax authorities, the Company cannot confirm whether it would be considered a PRC resident enterprise under the EIT Law or whether the gain recognized on the receipt of consideration for Shares would otherwise be subject to PRC tax to holders of such Shares that are not PRC tax residents.

        In addition, under the Bulletin on Certain Issues Relating to Indirect Transfer of Assets by Non-resident Enterprises ("Bulletin 7") issued by the State Administration of Taxation, which became effective on February 3, 2015, and the Bulletin on the Source of Deduction of Income Tax for Non-resident Enterprises ("Bulletin 37") issued by the State Administration of Taxation, which became effective on December 1, 2017, if a non-resident enterprise transfers PRC taxable assets indirectly by disposing of equity interests in an overseas holding company directly or indirectly holding such PRC taxable assets without any reasonable commercial purpose, the non-resident enterprise may be subject to a 10% PRC income tax on the gain from such equity transfer, unless (i) the non-resident enterprise derives income from the indirect transfer of PRC taxable assets by acquiring and selling shares of an overseas listed company which holds such PRC taxable assets on a public market or (ii) where there is an indirect transfer of PRC taxable assets, but if the non-resident enterprise had directly held and disposed of such PRC taxable assets, the income from the transfer would have been exempted from PRC enterprise income tax under an applicable tax treaty or arrangement. According to Bulletin 7, where a non-resident enterprise

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indirectly holds and transfers equity of a PRC resident enterprise held through an offshore holding company, a list of factors set out by Bulletin 7 should be taken into consideration to assess whether the transfer arrangement would be deemed as having a reasonable commercial purpose. Where non-resident enterprises indirectly transfer PRC resident enterprises' equity and avoid obligations to pay enterprise income tax through arrangement without a reasonable commercial purpose, PRC taxation authorities have the power to redefine and deem the transaction as a direct transfer of PRC resident enterprises' equity and impose a 10% income tax on the gain from such offshore share transfer. Pursuant to Bulletin 37, where the party responsible to withhold such income tax did not or was unable to withhold, and non-resident enterprises receiving such income failed to declare and pay the taxes that should have been withheld to the relevant tax authority, both the transferor and the transferee may be subject to penalties under PRC tax laws. Bulletin 37 or Bulletin 7 may be determined by the PRC tax authorities to be applicable to the Merger where non-PRC resident corporate shareholders were involved, if the Merger is determined by the PRC tax authorities to lack reasonable commercial purpose. The Company does not believe that the Merger is without reasonable commercial purpose for purposes of Bulletin 37 and Bulletin 7, and, as a result, the Company (as purchaser and withholding agent) will not withhold any PRC tax (under Bulletin 7 and Bulletin 37) from the Merger consideration to be paid to holders of Shares. However, if PRC tax authorities were to invoke Bulletin 37 or Bulletin 7 and impose tax on the receipt of consideration for Shares, then any gain recognized on the receipt of consideration for such Shares pursuant to the Merger by the Company's non-PRC-resident shareholders could be treated as PRC-source income and thus be subject to PRC income tax at a rate of 10% (subject to applicable treaty relief).

        You should consult your own tax advisor for a full understanding of the tax consequences of the Merger to you, including any PRC tax consequences.

Cayman Islands Tax Consequences

        The Cayman Islands currently have no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. No taxes, fees or charges will payable (either by direct assessment or withholding) to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of the Merger or the receipt of cash for Shares under the terms of the Merger. This is subject to the qualification that (i) Cayman Islands stamp duty may be payable if any original transaction documents are brought into or executed or produced before a court in the Cayman Islands (for example, for enforcement), (ii) registration fees will be payable to the Cayman Registrar to register the Plan of Merger and (iii) fees will be payable to the Cayman Islands Government Gazette Office to publish the notice of the Merger in the Cayman Islands Government Gazette.

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MARKET PRICE OF THE COMPANY'S SHARES, DIVIDENDS AND OTHER MATTERS

Market Price of the Ordinary Shares

        The following table sets forth the high and low sales prices for the Ordinary Shares on NASDAQ under the symbol "SINA" for the periods indicated.

 
  Trading Price
(US$)
 
 
  High   Low  

2018

             

First Quarter

    124.60     98.92  

Second Quarter

    102.89     79.69  

Third Quarter

    85.86     63.20  

Fourth Quarter

    71.03     52.17  

2019

             

First Quarter

    70.83     51.76  

Second Quarter

    66.66     38.84  

Third Quarter

    46.85     32.99  

Fourth Quarter

    43.78     31.03  

2020

             

First Quarter

    44.99     26.04  

Second Quarter

    37.73     29.96  

Third Quarter (through                , 2020)

    42.94     35.10  

        On July 2, 2020, the last trading day prior to July 6, 2020, which is the date that the Company announced that the Board had received from New Wave a proposal to acquire all of the outstanding Ordinary Shares of the Company not already beneficially owned by it, the reported closing price of the Ordinary Shares on NASDAQ was US$36.67. The Per Share Merger Consideration of $43,30 represents a premium of approximately 18.1% over that closing price. On                , 2020, the most recent practicable date before the date of this proxy statement, the high and low reported sales prices of the Ordinary Shares were US$             and US$            , respectively. You are urged to obtain a current market price quotation for your Ordinary Shares in connection with voting your Ordinary Shares.

Dividend Policy

        In July 2017, as approved by the Board in May 2017, the Company completed a distribution of Weibo Class A ordinary shares to the Company's shareholders in the form of a dividend, on a pro rata basis, of one Weibo Class A ordinary share for each ten of the Ordinary Shares outstanding as of June 7, 2017. The Company distributed 7,142,148 Weibo shares in total. Immediately following the distribution, the Company held 101,778,958 Class B ordinary shares in Weibo, and the Company's total equity stake in Weibo decreased from approximately 49% (or approximately 74% by voting power) to approximately 46% (or approximately 72% by voting power) of Weibo's total outstanding shares.

        The Board has complete discretion on whether to distribute dividends subject to the Company's memorandum and articles of association and certain restrictions under Cayman Islands law.

        Future cash dividends, if any, will be declared at the sole discretion of the Board and will depend upon the Company's future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions, and other factors the Board may deem relevant.

        The Company is a holding company and does not have any assets or conduct any business operations in China other than its investments in its subsidiaries in China and its VIEs. As a result, if the Company's non-China operations require cash from China, the Company would depend on dividend payments from its subsidiaries in China after they receive payments from its VIEs in China under various services and other

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arrangements. The Company cannot make any assurance that its subsidiaries in China can continue to receive the payments as arranged under its contracts with those VIEs. In addition, under Chinese law, the Company's subsidiaries are only allowed to pay dividends to the Company out of their distributable earnings, if any, as determined in accordance with Chinese accounting standards and regulations. Moreover, the Company's Chinese subsidiaries are required to set aside at least 10% of their respective after-tax profit each year, if any, to fund certain mandated reserve funds, unless these reserves have reached 50% of their registered capital. These reserve funds are not payable or distributable as cash dividends. For Chinese subsidiaries with after-tax profits for the periods presented, the difference between after-tax profits as calculated under PRC accounting standards and U.S. GAAP relates primarily to stock-based compensation expenses and intangible assets amortization expenses, which are not pushed down to the Company's subsidiaries and VIEs under PRC accounting standards. In addition, under the EIT Law and its implementing Rules, dividends generated from the Company's PRC subsidiaries after January 1, 2008 and payable to their immediate holding company incorporated in Hong Kong generally will be subject to a withholding tax rate of 10% (unless the PRC tax authorities determine that the Company's Hong Kong subsidiary is a resident enterprise). If certain conditions and requirements under the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income entered into between Hong Kong and the PRC and other related PRC laws and regulations are met, the withholding rate could be reduced to 5%.

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THE EXTRAORDINARY GENERAL MEETING

        We are furnishing this proxy statement to you, as a holder of the Shares, as part of the solicitation of proxies by the Special Committee for use at the extraordinary general meeting described below.

Date, Time and Place of the Extraordinary General Meeting

        The extraordinary general meeting will be held on                 , at         a.m. (Beijing time) at                 .

Proposals to be Considered at the Extraordinary General Meeting

        At the meeting, you will be asked to consider and vote upon:

        THAT the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A, be authorized and approved;

        THAT each of the members of the Special Committee and the Chief Financial Officer of the Company, be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A; and

        THAT the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

        At the Effective Time, all Shares will be cancelled and cease to exist. If the Merger is consummated, each issued and outstanding Ordinary Share, other than Excluded Shares and Dissenting Shares, will be cancelled in exchange for the right to receive the Per Share Merger Consideration in cash, without interest, in accordance with the terms and conditions set forth in the Merger Agreement. The Rollover Shares will be cancelled and cease to exist without payment of any consideration or distribution therefor. The Dissenting Shares will thereafter represent only the right to receive the fair value of each Share as determined by the Grand Court under Section 238 of the Cayman Islands Companies Law.

        In addition to the foregoing, at the Effective Time, each Company Option to purchase Shares granted under the Company Share Plans, that is vested and outstanding immediately prior to the Effective Time, will be cancelled in exchange for the right of each holder of such Company Option to receive cash, net of any applicable withholding taxes, in the amount equal to the product of (x) the excess, if any, of the Per Share Merger Consideration over the exercise price of such Company Option and (y) the number of Shares underlying such Company Option (assuming such holder exercises such Company Option in full immediately prior to the Effective Time), provided that if the exercise price per Share of any such Company Option is greater than the Per Share Merger Consideration, such Company Option will be cancelled without any cash payment being made in respect thereof.

        At the Effective Time, each unvested Company Option that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company Option, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company Option.

        At the Effective Time, each Company RSU that is vested and outstanding immediately prior to the Effective Time, will be cancelled in exchange for the right of the holder of such Company RSU to receive

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cash, without interest and net of any applicable withholding taxes, in the amount equal to the Per Share Merger Consideration.

        At the Effective Time, each restricted Company RSU that is unvested and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to be issued with an employee incentive award, to replace such unvested Company RSU, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company RSU.

The Board's Recommendation

        The Board, acting on the unanimous recommendation of the Special Committee:

Record Date; Shares Entitled to Vote

        You are entitled to attend and vote at the extraordinary general meeting if you have Shares registered in your name as of 5 p.m. Cayman Islands time on the Share Record Date. If you own Shares as of 5 p.m. Cayman Islands time on the Share Record Date, you should lodge your proxy card so that the proxy card is received by the Company no later than              a.m. (Beijing time) on                 , being 48 hours before the time appointed for the extraordinary general meeting.

        Each registered holder of Ordinary Shares has one vote for each Ordinary Share held as of 5 p.m. Cayman Islands time on the Share Record Date. We expect that, as of the Share Record Date, there will be                 Shares entitled to be voted at the extraordinary general meeting. See "The Extraordinary General Meeting—Procedures for Voting" below for additional information.

Quorum

        A quorum of the Company's shareholders is necessary to have a valid shareholders' meeting. The required quorum for the transaction of business at the extraordinary general meeting is the presence, in person or by proxy (or in the case of a shareholder being a corporation, by a duly authorized corporate representative), of at least one shareholder or shareholders (or in the case of a shareholder being a corporation, by its duly authorized representative) together holding at the date of the relevant meeting shares of the Company which carry not less than one-third of all votes attaching to all of the then outstanding shares of the Company's ordinary shares that are entitled to vote on the Share Record Date. In the event that a quorum is not present at the extraordinary general meeting, we currently expect that we will adjourn the extraordinary general meeting to solicit additional proxies in favor of the authorization and approval of the Merger Agreement.

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Vote Required

        Under the Cayman Islands Companies Law and the Merger Agreement, in order for the Merger to be consummated, the Merger Agreement and the Plan of Merger must be approved by a special resolution (as defined in the Cayman Islands Companies Law) of the Company passed by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the outstanding Shares present and voting in person or by proxy as a single class at the extraordinary general meeting or any adjournment or postponement thereof. If this vote is not obtained, the Merger will not be consummated.

        As of the date of this proxy statement, there are 59,733,728 Shares issued and outstanding, all of which are entitled to vote on the proposals at the extraordinary general meeting, subject to the procedures described below under "Summary Term Sheet—Procedures for Voting." We expect that, as of the Share Record Date, there will be             Shares issued and outstanding, all of which will be entitled to vote on the proposals at the extraordinary general meeting, subject to the procedures described below under "The Extraordinary General Meeting—Procedures for Voting."

        As of the date of this proxy statement, the Rollover Shareholders beneficially owns 8,850,075 ordinary shares of the Company and 7,150 Class A preference Shares, which collectively represent approximately 14.8% of the Company's issued and outstanding ordinary shares and approximately 61.2% of the total voting power of the outstanding shares in the Company. See "Security Ownership of Certain Beneficial Owners and Management of the Company" beginning on page 96 for additional information. Pursuant to the terms of the Support Agreement, these Shares will be voted by the Rollover Shareholders in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, at the extraordinary general meeting. Given the Rollover Shareholders' shareholding as described above and assuming their compliance with its voting undertaking under the Support Agreement to vote all their Shares in favor of the special resolutions, based on the number of Shares expected to be issued and outstanding on the Share Record Date,             Shares owned by the Unaffiliated Security Holders equal to approximately             % of the voting power of the entire issued and outstanding Shares as of the Share Record Date must be voted in favor of the special resolutions to be proposed at the extraordinary general meeting for them to be approved, assuming all shareholders of the Company will be present and voting in person or by proxy at the extraordinary general meeting.

Procedures for Voting

Shares

        Only shareholders registered in the register of members of the Company as of 5 p.m. Cayman Islands time on the Share Record Date will receive the final proxy statement and proxy card directly from the Company. Shareholders registered in the register of members of the Company as of 5 p.m. Cayman Islands time on the Share Record Date or their proxy holders are entitled to vote and may participate in the extraordinary general meeting or any adjournment thereof. Shareholders who have acquired Shares after 5 p.m. Cayman Islands time on the Share Record Date may not attend or vote at the extraordinary general meeting unless they receive a proxy from the person or entity who was the registered holder of such Shares as of the Share Record Date. Each registered holder of Ordinary Shares has one vote for each Ordinary Share held as of 5 p.m. Cayman Islands time on the Share Record Date.

        Shareholders wanting to vote by proxy should indicate on their proxy card how they want to vote, sign and date the proxy card, and mail the proxy card in the return envelope as soon as possible so that it is received by the Company no later than              a.m. (Beijing time) on                 , being 48 hours before the time appointed for the extraordinary general meeting, the deadline to lodge the proxy card. Shareholders can also attend the extraordinary general meeting and vote in person.

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        Shareholders who have questions or requests for assistance in completing and submitting proxy cards or need additional copies of this proxy statement or the accompanying proxy card should contact our Investor Relations Department at +86 10 5898 3336.

Proxy Holders for Registered Shareholders

        Shareholders registered in the register of members of the Company as of 5 p.m. Cayman Islands time on the Share Record Date who are unable to participate in the extraordinary general meeting may appoint and the person or the chairman of the extraordinary general meeting as proxy holder by completing and returning the form of proxy in accordance with the instructions printed thereon. With regard to the items listed on the agenda and without any explicit instructions to the contrary, the chairman of the extraordinary general meeting as proxy holder will vote in favor of the resolutions proposed at the extraordinary general meeting according to the recommendation of the Special Committee. If new proposals (other than those on the agenda) are put forth before the extraordinary general meeting, the chairman of the extraordinary general meeting as proxy holder will vote in accordance with the position of the Board.

Voting of Proxies and Failure to Vote

        All Shares represented by valid proxies will be voted at the extraordinary general meeting in the manner specified by the holder. If a shareholder returns a properly signed proxy card but does not indicate how the shareholder wants to vote, Shares represented by that proxy card will be voted FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A, FOR the proposal to authorize each of the members of the Special Committee and the Chief Financial Officer of the Company, to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received to pass the special resolutions during the extraordinary general meeting, unless the shareholder appoints a person other than the chairman of the meeting as proxy, in which case the Shares represented by that proxy card will be voted (or not submitted for voting) as the proxy determines. If a shareholder fails to vote by proxy or in person, it will be more difficult for the Company to obtain the necessary quorum to transact business at the extraordinary general meeting and to obtain required votes described in "The Extraordinary General Meeting—Vote Required." Brokers, banks or other nominees who hold Shares in "street name" for customers who are the beneficial owners of such Shares may not give a proxy to vote those customers' Shares in the absence of specific instructions from those customers. If proxies are properly dated, executed and returned by holders of Shares and no specific instructions are given by such holders, such Shares will be voted "FOR" the proposals (unless the shareholder appoints a person other than the chairman of the meeting as proxy, in which case the Shares represented by that proxy card will be voted (or not submitted for voting) as the proxy determines) and in the proxy holder's discretion as to other matters that may properly come before the extraordinary general meeting. Abstentions by holders of Shares are included in the determination of the number of Shares present but are not counted as votes for or against a proposal. If no proxy is given by such holders of Shares, broker non-votes will be counted toward a quorum but will not be treated as voted on any proposals at the extraordinary general meeting.

Revocability of Proxies

        Registered holders of our Shares may revoke their proxies in one of three ways:

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        If a shareholder holds Shares through a broker, bank or other nominee and has instructed the broker, bank or other nominee to vote the shareholder's Shares, the shareholder must follow directions received from the broker, bank or other nominee to change those instructions.

Rights of Shareholders Who Wish to Dissent from the Merger

        Shareholders who dissent from the Merger will have the right to receive payment of the fair value of their Shares as determined by the Grand Court in accordance with Section 238 of the Cayman Islands Companies Law if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Law, a copy of which is attached as Annex G to this proxy statement, for the exercise of dissenters' rights. The fair value of your Shares as determined by the Grand Court under the Cayman Islands Companies Law could be more than, the same as, or less than the merger consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters' rights with respect to your Shares.

Whom to Call for Assistance

        If you need assistance, including help in changing or revoking your proxy, please contact our Investor Relations Department at +86 10 5898 3336.

Solicitation of Proxies

        We have not retained a third-party service provider to assist in the solicitation process. We will ask banks, brokers and other custodians, nominees and fiduciaries to forward our proxy solicitation materials to the beneficial owners of Shares registered in the name of such nominee holders. In addition, proxies may be solicited by mail, in person, by telephone, by internet or by facsimile by certain of our officers, directors and employees. These persons will receive no additional compensation for solicitation of proxies but may be reimbursed for reasonable out-of-pocket expenses. We will reimburse banks, brokers, nominees, custodians and fiduciaries for their reasonable expenses in forwarding copies of this proxy statement to the beneficial owners of our Shares and in obtaining voting instructions from those owners. We will pay all expenses of filing, printing and mailing this proxy statement.

Other Business

        We are not currently aware of any business to be acted upon at the extraordinary general meeting other than the matters discussed in this proxy statement.

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THE MERGER AGREEMENT

        The following summary describes the material provisions of the Merger Agreement. This summary may not include all of the information about the Merger Agreement that is important to you. This summary is subject to, and qualified in its entirety by reference to, the Merger Agreement and the Plan of Merger, which are attached as Annex A, and incorporated by reference into this section of this proxy statement. You are urged to read each of the Merger Agreement and the Plan of Merger carefully and in its entirety, as they are the legal documents governing the Merger.

        The summary of the Merger Agreement below is included in this proxy statement only to provide you with information regarding the terms and conditions of the Merger Agreement, and not to provide any other factual information regarding the Company, Parent, Merger Sub (or any other members of the Buyer Group) or their respective businesses. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. See "Where You Can Find More Information" beginning on page 101.

Structure and Consummation of the Merger

        The Merger Agreement provides for the merger of Merger Sub with and into the Company on the terms, and subject to the conditions, of the Merger Agreement, with the Company being the Surviving Company of the Merger. If the Merger is consummated, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent. The closing of the Merger will occur no later than the fifth business day after all of the conditions to the Merger have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions). On the closing date, Merger Sub and the Company will execute and file the Plan of Merger and other appropriate documents with the Registrar of Companies of the Cayman Islands as required by the Cayman Islands Companies Law. The Merger will become effective upon the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands or on a later date as may be agreed by Parent and the Company and specified in the Plan of Merger.

        We currently expect that the Merger will be consummated in the first quarter of 2021, after all conditions to the Merger have been satisfied or waived. We cannot specify when, or assure you that, all conditions to the Merger will be satisfied or waived; however, we intend to complete the Merger as promptly as practicable.

Memorandum and Articles of Association; Directors and Officers of the Surviving Company

        At the Effective Time, the memorandum and articles of association of Merger Sub, as in effect immediately prior to the Effective Time, shall become the memorandum and articles of association of the Surviving Company until thereafter amended in accordance with applicable law or such memorandum and articles of association; provided, however, that, (a) all references to the name "New Wave Mergersub Limited" in the memorandum and articles of association of the Surviving Company shall be amended to "Sina Corporation", (b) all references therein to the authorized share capital of the Surviving Company shall be amended to refer to the correct authorized share capital of the Surviving Company as approved in the Plan of Merger, and (c) the indemnification, advancement of expenses and exculpation provisions therein shall comply with the relevant provisions set forth in the Merger Agreement.

        The directors of Merger Sub immediately prior to the Effective Time or such other persons designated by Parent shall be the initial directors of the Surviving Company, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Company, in each case, unless otherwise determined by Parent, and shall hold office until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the memorandum and articles of association of the Surviving Company.

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Merger Consideration

        If the Merger is consummated, at the Effective Time, (a) each Ordinary Share that is issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and the Dissenting Shares) will be cancelled and cease to exist in exchange for the right to receive $43.30 in cash per Share without interest and net of any applicable withholding taxes, (b) each Excluded Share issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist without payment of any consideration or distribution therefor, (c) each Dissenting Share issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist for the right to receive the fair value of such Dissenting Share as determined by the Grand Court of the Cayman Islands in accordance with Section 238 of the Cayman Islands Companies Law.

        At the Effective Time, the one share of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one validly issued, fully paid and non-assessable ordinary share of the Surviving Company.

Treatment of Company Equity Awards

        At the Effective Time, the Company shall (a) terminate the Company Share Plans and any relevant award agreements entered into under the Company Share Plans, (b) cancel each Company Option that is outstanding and unexercised, whether or not vested or exercisable, and (c) cancel each Company RSU that is outstanding, whether or not vested.

        As soon as practicable after the Effective Time (and pursuant to the Company's ordinary payroll practices), (a) each former holder of a vested Company Option that is cancelled at the Effective Time shall, in exchange therefor, be paid by the Surviving Company or one of its subsidiaries a cash amount, without interest and net of any applicable withholding taxes, equal to the product of (x) the excess, if any, of the Per Share Merger Consideration over the exercise price of such vested Company Option and (y) the number of Shares underlying such vested Company Option (assuming such holder exercises such vested Company Option in full immediately prior to the Effective Time), provided that if the exercise price per Share of any such vested Company Option is greater than the Per Share Merger Consideration, such vested Company Option will be cancelled without any cash payment being made in respect thereof, and (b) each former holder of a vested Company RSU that is cancelled at the Effective Time shall, in exchange therefor, be paid by the Surviving Company or one of its subsidiaries a cash amount, without interest and net of any applicable withholding taxes, equal to the Per Share Merger Consideration with respect to such vested Company RSU.

        At or prior to the Effective Time, (a) each former holder of an unvested Company Option that is cancelled at the Effective Time shall, in exchange therefor, be issued with an employee incentive award, to replace such unvested Company Option, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company Option, and (b) each former holder of an unvested Company RSU that is cancelled at the Effective Time shall, in exchange therefor, be issued with an employee incentive award, to replace such unvested Company RSU, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such unvested Company RSU.

Exchange Procedures

        At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with a bank or trust company reasonably acceptable to the Company acting as paying agent, cash in immediately available funds and in an amount that together with the Deposited Available Cash (as defined below and if applicable), is sufficient to pay the aggregate merger consideration to which all holders of Shares (other than Excluded Shares and Dissenting Shares) become entitled under the Merger Agreement.

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        Promptly following the Effective Time (and in any event within five business days thereafter), the Surviving Company shall cause the paying agent to mail to each person who was, at the Effective Time, a registered holder of Shares (other than Excluded Shares and Dissenting Shares) entitled to receive the Per Share Merger Consideration: (i) a letter of transmittal, which shall be in customary form for a company incorporated in the Cayman Islands, and shall specify the manner in which the delivery of the exchange fund to registered holders of such Shares shall be effected; and (ii) instructions for effecting the surrender of share certificates representing the Shares (or affidavits and indemnities of loss in lieu of the share certificates), or non-certificated Shares represented by book entry or such other documents as may be required in exchange for the Per Share Merger Consideration.

        Upon surrender of, if applicable, a share certificate (or affidavit and indemnity of loss in lieu of the share certificate) or uncertificated Shares or such other documents as may be required pursuant to such instructions to the paying agent in accordance with the terms of such letter of transmittal, each such registered holder of Shares shall be entitled to receive in exchange therefor a check, in the amount equal to (x) the number of Shares represented by such share certificate (or affidavit and indemnity of loss in lieu of the share certificate) or the number of uncertificated Shares multiplied by (y) the Per Share Merger Consideration, subject to applicable withholding. Any share certificate so surrendered shall forthwith be marked as cancelled.

Representations and Warranties

        The Merger Agreement contains representations and warranties made by the Company to the Parent Parties and representations and warranties made by the Parent Parties to the Company. The statements embodied in those representations and warranties were made for purposes of the Merger Agreement and are subject to important qualifications and limitations agreed by the parties in connection with negotiating the terms of the Merger Agreement. In addition, some of those representations and warranties may be subject to a contractual standard of materiality different from that generally applicable to shareholders, may have been made for the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to consummate the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise and allocating risks between the parties to the Merger Agreement rather than establishing matters as facts. Moreover, the representations and warranties made by the Company were qualified by the public disclosure and filings made by each of it and Weibo with the SEC since January 1, 2018 and prior to the date of the Merger Agreement. It should also be noted that information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement.

        The representations and warranties made by the Company to the Parent Parties include representations and warranties (subject to their respective materiality qualifications as provided in the Merger Agreement) relating to, among other things:

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        Many of the representations and warranties in the Merger Agreement made by the Company are qualified as to "materiality" or "Company Material Adverse Effect." For purposes of the Merger Agreement, a "Company Material Adverse Effect" means any fact, event, circumstance, change or effect

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("Effect") that, individually or in the aggregate with all other Effects, is or would reasonably be expected to (a) have a material adverse effect on the business, financial condition, assets, liabilities, properties or results of operations of the Company and its subsidiaries taken as a whole or (b) prevent or materially delay the consummation of the Transactions or otherwise be materially adverse to the ability of the Company to perform its material obligations under the Merger Agreement; provided that, in the case of clause (a), no Effects arising out of or resulting from any of the following shall be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably expected to occur:

        The representations and warranties made by the Parent Parties to the Company include representations and warranties relating to, among other things:

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Conduct of Business Prior to Closing

        The Company has agreed that, from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, except as required by applicable law or permitted by or contemplated in the Merger Agreement, unless with the Parent's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed, and for the avoidance of doubt, such consent of Parent shall be deemed given if approved or directed by the Chairman in his capacity as an officer of the Company), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business consistent with past practice; and (ii) among others, the Company shall use its reasonable efforts to preserve substantially intact its and its subsidiaries' assets and business organization.

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        From the date of the Merger Agreement until the earlier of the Effective Time and termination of the Merger Agreement, except as required by applicable law or permitted by or contemplated in the Merger Agreement, the Company shall not, and shall procure that none of its subsidiaries will, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned, and for the avoidance of doubt, such consent of Parent shall be deemed given if approved or directed by the Chairman in his capacity as an officer of the Company):

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        For the purpose of the above undertakings, (a) pandemic or epidemic-related measures reasonably taken by the Company or any of its subsidiaries for the purpose of reducing any adverse impact on their businesses and assets, including those responding to COVID-19, shall not constitute a breach, and (b) Weibo and its subsidiaries shall not be treated as subsidiaries of the Company.

        Each of the Company and the Parent Parties also agrees that, during the period from the date of the Merger Agreement until the earlier of the Effective Time and termination of the Merger Agreement, it shall not: (i) take any action which is intended to or would reasonably be likely to result in any of the applicable conditions to effecting the Merger becoming incapable of being satisfied; or (ii) take any action which would, or would reasonably likely to, prevent, materially delay or materially impede its ability to consummate the Merger or the other transactions contemplated by the Merger Agreement.

Shareholders Meeting

        The Company will establish a record date for determining shareholders of the Company entitled to vote at a general meeting of the Company's shareholders to be held to consider the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions (the "Shareholders Meeting") in consultation with Parent, and will not change such record date or establish a different record date for the Shareholders Meeting without the prior written consent of Parent, unless otherwise by applicable law. As soon as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 and the proxy statement, the Company will mail the proxy statement to the holders of Shares as of the record date for the Shareholders Meeting.

        The Company has agreed to, as soon as reasonably practicable but in any event no later than forty days after the date of mailing the proxy statement, hold the Shareholders Meeting. The Company may, and upon Parent's written request shall, adjourn or recommend the adjournment of the Shareholders Meeting to its shareholders (i) if and to the extent necessary or advisable to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Shares within a reasonable amount of time in advance of the Shareholders Meeting, (ii) as otherwise required by applicable Law, or (iii) if as of the time for which the Shareholders Meeting is scheduled as set forth in the Proxy Statement, there are insufficient Shares represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders Meeting or to vote in favor of the authorization and approval of this Agreement, the Plan of Merger, and the Transactions in order for the Requisite Company Vote to be obtained. If the Shareholders Meeting is adjourned, the Company shall convene and hold the Shareholders Meeting as soon as reasonably practicable thereafter.

        The Company has agreed that, unless there has been a Change in the Company Recommendation (as defined below) or otherwise provided in the Merger Agreement, the Board will recommend to holders of the Shares that they authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, and will include such recommendation in the proxy statement. The Company further agreed it will use its reasonable best efforts to solicit from its shareholders proxies in favor of the approval of the Merger Agreement, the Plan of Merger and the Transactions and will take all other action necessary or advisable to secure the Requisite Company Vote in accordance with applicable law and the Company's memorandum and articles of association. In the event that the Board makes a Change in the Company Recommendation, the Company will nonetheless submit the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, to the holders of the Shares for authorization and approval at the Shareholders Meeting, unless this Agreement shall have been terminated in accordance with its terms prior to the Shareholders Meeting.

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        At the Shareholders Meeting the Parent Parties will vote, and will cause the Rollover Shareholders to vote, all Shares held directly or indirectly by them, including the Rollover Shares, in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions.

        The authorization and approval of the Merger Agreement, the Plan of Merger, the Transactions, the Variation of Capital and the Adoption of Amended M&A are subject to the Requisite Company Vote.

No Solicitation of Transactions

        From the date of the Merger Agreement until the earlier of the Effective Time and termination of the Merger Agreement, except as otherwise provided below, the Company agrees that neither it nor any of its subsidiaries will, and that it will cause its and its subsidiaries' representatives not to, in each case, directly or indirectly, (a) solicit, initiate, knowingly encourage (including by way of furnishing nonpublic information concerning the Company or any of its subsidiaries), or take any other action to knowingly facilitate, any inquiries or the making of any Competing Proposal (as defined below), (b) enter into, maintain or continue discussions or negotiations with, or provide any nonpublic information concerning the Company or any of its subsidiaries to, any third party in connection with any Competing Proposal, (c) agree to, approve, endorse, recommend or consummate any Competing Transaction (as defined below) or enter into any letter of intent or contract or commitment contemplating or otherwise relating, or that may reasonably be expected to lead to, to any Competing Transaction, or (d) grant any waiver, amendment or release under any standstill, confidentiality or similar agreement to which the Company is a party.

        For the purpose of the Merger Agreement, (a) "Competing Proposal" means any bona fide offer, proposal, or indication of interest (other than an offer, proposal, or indication of interest by Parent) that constitutes or may reasonably be expected to lead to a Competing Transaction, and (b) "Competing Transaction" means any of the following (other than the Transactions): (i) any merger, consolidation, share exchange, business combination, scheme of arrangement, amalgamation, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of the Company or to which 20% or more of the total revenue or net income of the Company are attributable; (ii) any sale, lease, exchange, transfer or other disposition of assets or businesses that constitute or represent 20% or more of the total revenue, net income or assets of the Company and its subsidiaries, taken as a whole; (iii) any sale, exchange, transfer or other disposition of 20% or more of any class of equity securities of the Company, or securities convertible into or exchangeable for 20% or more of any class of equity securities of the Company; (iv) any tender offer or exchange offer that, if consummated, would result in any person beneficially owning 20% or more of any class of equity securities of the Company; or (v) any combination of the foregoing.

        The Company shall notify Parent in writing, as promptly as practicable and in any event within forty-eight (48) hours, of any Competing Proposal received by the Company. The Company shall also keep Parent informed, on a current basis, of the status and terms of any such proposal, offer, inquiry, contact or request and of any material changes in the status and terms of any such proposal, offer, inquiry, contact or request (including the material terms and conditions thereof).

Communication and Provision of Information upon Receipt of a Competing Proposal

        Notwithstanding the above, at any time prior to the receipt of the Requisite Company Vote, following the receipt of a Competing Proposal that was not obtained in violation of the above provisions, the Company, the Special Committee and their respective representatives may: (a) communicate with the person or group of persons who has made such proposal or offer solely to clarify and understand the terms and conditions thereof and to notify such person of the applicable restrictions under the Merger Agreement, to the extent the Special Committee shall have determined that such communication is necessary to determine whether such Competing Proposal constitutes a Superior Proposal or could

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reasonably be expected to result in a Superior Proposal, (b) provide information in response to the request of the person or group of persons who has made such proposal or offer pursuant to the Merger Agreement, and/or (c) engage or participate in any discussions or negotiations with the person or group of persons who has made such proposal or offer; provided that, prior to taking any actions described in clause (b) or (c) above, the Special Committee has (i) determined, in its good faith judgment, after consultation with its financial advisor and outside legal counsel, that such Competing Proposal constitutes or would reasonably be expected to result in a Superior Proposal, and (ii) provided written notice to Parent prior to taking any such action.

        For the purpose of the Merger Agreement, a "Superior Proposal" means a written bona fide proposal or offer with respect to a Competing Transaction (provided that each reference to "20%" in the definition of "Competing Transaction" should be replaced with "50%") that the Board determines in its good faith judgment, acting at the recommendation of the Special Committee (after consultation with its financial advisor and outside legal counsel), taking into account, among other things, all of the terms and conditions, including all legal, financial and regulatory, and other aspects of the proposal, to be more favorable to the Company and its shareholders (other than holders of Excluded Shares) than the Transactions and is otherwise reasonably capable of being completed on the terms proposed; provided, that a proposal or offer shall be deemed not to be a "Superior Proposal" if any financing required to consummate the transaction contemplated by such proposal or offer is not fully committed or if the receipt of any such financing is a condition to the consummation of such transaction.

No Change in Recommendation

        Subject to certain exceptions described below, neither the Board nor any committee thereof shall (a) (i) change, withhold, withdraw, qualify or modify, or publicly propose to change, withhold, withdraw, qualify or modify, in a manner adverse to the Parent Parties, the Board's recommendation in favor of the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions (the "Company Recommendation"), (ii) fail to make the Company Recommendation or fail to include the Company Recommendation in the proxy statement, (iii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend to the shareholders of the Company a Competing Transaction, (iv) if a tender offer or exchange offer that constitutes a Competing Transaction is commenced, fail to publicly recommend against the acceptance of such tender offer or exchange offer by the Company shareholders within ten business days after Parent so requests in writing (any of the foregoing (i)-(iv), a "Change in the Company Recommendation"), or (v) fail to recommend against any Competing Transaction subject to Regulation 14D under the Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten business days after the commencement of such Competing Transaction, or (b) cause or permit the Company or any of its subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other or similar document or contract with respect to any Competing Transaction (an "Alternative Acquisition Agreement").

        Notwithstanding the foregoing, from the date of the Merger Agreement and at any time prior to the receipt of the Requisite Company Vote, if the Company has received a Competing Proposal that the Board determines, in its good faith judgment acting at the recommendation of the Special Committee (after consultation with its financial advisor and outside legal counsel), that such Competing Proposal constitutes a Superior Proposal and failure to make a Change in the Company Recommendation with respect to such Superior Proposal would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, the Board (acting at the recommendation of the Special Committee) or the Special Committee may, (a) effect a Change in the Company Recommendation and/or (b) authorize the Company to terminate the Merger Agreement and enter into an Alternative Acquisition Agreement with respect to that Superior Proposal, but only (i) if the Company shall have complied with the requirements of this section with respect to such Competing Proposal in all material respects; (ii) after (A) providing at least

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five business days' (the "Superior Proposal Notice Period") written notice to Parent advising Parent that the Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, identifying the person making such Superior Proposal and indicating that the Board intends to effect a Change in the Company Recommendation and/or authorize the Company to terminate the Merger Agreement, and (B) negotiating with and causing its financial and legal advisors to negotiate with the Parent Parties in good faith to make such adjustments in the terms and conditions of the Merger Agreement and the financing thereunder, so that such Competing Proposal would cease to constitute a Superior Proposal; provided that any material modifications to such Competing Proposal shall require the Company to again comply with the requirements of this section with Superior Proposal Notice Period shortened to three business days; and (iii) following the end of the Superior Proposal Notice Period, the Board shall have determined, in its good faith judgment acting at the recommendation of the Special Committee (after consultation with its financial advisor and outside legal counsel), that taking into account any changes proposed by the Parent Parties, that the relevant Competing Proposal continues to constitute a Superior Proposal.

        Notwithstanding anything in this section to the contrary, prior to the time, but not after, the Requisite Company Vote is obtained, the Board, acting at the direction of the Special Committee, or the Special Committee, may make a Change in the Company Recommendation and/or terminate the Merger Agreement for a reason unrelated to a Competing Proposal if (i) the Board determines, acting at the recommendation of the Special Committee, in good faith after consultation with its financial advisor and outside legal counsel that, in light of an Intervening Event (as defined below), failure to make a Change in the Company Recommendation and/or terminate the Merger Agreement would be inconsistent with its fiduciary duties under applicable law; (ii) the Company notifies Parent in writing, at least five business days in advance, that it intends to effect a Change in the Company Recommendation and/or terminate the Merger Agreement in light of such Intervening Event, which notice shall specify the nature and circumstances of the Intervening Event in reasonable detail; (iii) after providing such notice and prior to making such Change in the Company Recommendation in connection with such Intervening Event, the Company shall negotiate in good faith with Parent during such five business day period to make such revisions to the terms of the Merger Agreement as would permit the Board not to effect a Change in the Company Recommendation or termination of the Merger Agreement in light of such Intervening Event; and (iv) the Board shall have considered in good faith any changes to the Merger Agreement and shall have again determined, acting at the recommendation of the Special Committee, in good faith, taking into account any changes to the Merger Agreement proposed by the Parent Parties, that it would continue to be inconsistent with the Board's fiduciary duties under applicable law not to effect the Change in the Company Recommendation or termination of the Merger Agreement in light of the Intervening Event. "Intervening Event" means a material event, material development or material change occurring after the date of the Merger Agreement with respect to the Company and its subsidiaries or their business, assets or operations that is unrelated to any Competing Proposal or Competing Transaction and that was unknown and not reasonably foreseeable to the Company as of the date of the Merger Agreement.

        The Company has also agreed that, unless and until the Merger Agreement is terminated, the Company shall not submit to the vote of its shareholders any Competing Transaction or enter into any Alternative Acquisition Agreement.

Indemnification; Directors' and Officers' Insurance

        Pursuant to the Merger Agreement, the Parent Parties have agreed, among others, that:

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Financing

        Each of the Parent Parties shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to arrange and obtain the Debt Financing and Equity Financing in a timely manner and as provided in the Merger Agreement, including to (a) negotiate definitive agreements with respect to the Debt Financing on the terms and conditions described in the Debt Commitment Letters, (b) maintain in full force and effect each of the financing documents until the Transactions are consummated, (c) satisfy, or cause to be satisfied, on a timely basis all conditions to the closing of and funding under the financing documents applicable to the Parent Parties that are within its control, (d) draw upon and consummate the Debt Financing and Equity Financing at or prior to the closing, and (e) enforce its rights under the financing documents.

        If any portion of the Debt Financing has become unavailable on the terms and conditions contemplated in the applicable Debt Commitment Letters, (a) Parent shall promptly so notify the Company in writing, and (b) each of the Parent Parties shall use its reasonable best efforts to arrange to

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obtain alternative debt financing that satisfies certain requirements from the same or alternative sources as promptly as practicable following the occurrence of such event (the "Alternative Financing").

        The Parent Parties agreed not to permit certain material amendments or modifications to, or waivers of, any condition or other provision under any financing document without the prior written consent of the Company. Without limiting the generality of the foregoing, neither of the Parent Parties shall release or consent to the termination of the obligations of the other parties to any financing document.

        Prior to the closing, the Company agrees to provide, all reasonable cooperation as may be requested by Parent or its representatives in connection with the Debt Financing or Alternative Financing. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys' fees) incurred by the Company or any of its subsidiaries in connection with the cooperation of the Company and its subsidiaries and shall indemnify and hold harmless the Company, its subsidiaries and their respective representatives from and against any and all liabilities or losses suffered or incurred by any of them arising from the arrangement of the Debt Financing or Alternative Financing and any information used in connection therewith, except to the extent such liabilities or losses arising out of or resulted from the willful misconduct of the Company, its subsidiaries or any of their respective representatives.

        Without affecting the Parent Parties' obligations to consummate the Transactions, if and to the extent that the Company has available unrestricted cash in U.S. dollars in one or more bank accounts outside the PRC at or prior to the Effective Time ("Available Cash"), the Company shall, upon reasonable written request of Parent at least five business days prior to the proposed closing date, deposit or cause to be deposited a portion of the Available Cash (the "Deposited Available Cash") with the paying agent at or reasonably prior to the Effective Time as a source of funds for the payment of the aggregate merger consideration, provided that (i) any failure by the Company to deposit or cause to be deposited all or any portion of the Available Cash will not constitute a breach of any agreement or covenant herein, will not give rise to a failure of any condition to Parent's or Merger Sub's obligation to consummate the Merger and will not result in any liability on the Company, and (ii) the Company will not be obligated to deposit or cause to be deposited any portion of the Available Cash to the extent the deposit thereof would render the Company or any of its subsidiaries, or the Company and its subsidiaries on a consolidated basis, to be insolvent.

Agreement to Further Action and Use Reasonable Best Efforts

        Each party to the Merger Agreement shall each use its reasonable best efforts, and cause its subsidiaries to use their respective reasonable best efforts, to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws or otherwise to consummate and make effective the Transactions.

Certain Additional Covenants

        The Company and the Parent Parties have also agreed to certain additional covenants relating to, among others, the following:

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Conditions to the Merger

        The obligations of each party to the Merger Agreement to consummate the Merger are subject to the satisfaction or waiver of the following conditions:

        The obligations of the Parent Parties to consummate the Merger are subject to the satisfaction or waiver of the following additional conditions:

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        The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver of the following additional conditions:

Termination of the Merger Agreement

        The Merger Agreement may be terminated at any time prior to Effective Time (if by the Company, acting at the direction of the Special Committee):

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Termination Fees

        The Company is required to pay Parent a termination fee of $25 million (the "Company Termination Fee") if the Merger Agreement is terminated:

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        Parent is required to pay the Company a termination fee of $50 million (the "Parent Termination Fee"), if the Merger Agreement is terminated by the Company pursuant to a Parent Breach Termination Event or a Parent Failure to Close Termination Event.

        All expenses incurred in connection with the Merger Agreement and the Transactions shall be paid by the party incurring such expenses, whether or not the Merger or any other Transaction is consummated, except that, if the Company fails to pay the Company Termination Fee, or Parent fails to pay the Parent Termination Fee, when due and in accordance with the requirements of the Merger Agreement, the Company or Parent, as the case may be, shall reimburse the other party for reasonable costs and expenses actually incurred or accrued by the other party (including fees and expenses of counsel) in connection with the related collection and enforcement, together with interest on such unpaid Company Termination Fee or Parent Termination Fee.

Remedies and Limitations on Liability

        The parties agree that a party shall be entitled to specific performance of the terms of the Merger Agreement, including an injunction or injunctions to prevent breaches of the Merger Agreement by any party, in addition to any other remedy at law or equity.

        Notwithstanding the above, the obligation of Parent to consummate the Transactions and the Company's right to seek or obtain an injunction or injunctions with respect to causing the Parent Parties to cause the equity financing to be funded, shall be subject to the satisfaction of each of the following conditions: (a) all conditions to the obligations of each party or of the Parent Parties have been satisfied or waived, (b) the Parent Parties fail to complete the closing by the date the closing is required to have occurred, (c) the Debt Financing or the Alternative Financing has been funded or will be funded at the closing if the equity financing is funded at the closing, and (d) the Company has irrevocably confirmed in writing that (A) all conditions to its obligations have been satisfied or that it is waiving any of the conditions to the extent not so satisfied and (B) if specific performance is granted and the equity financing and debt financing are funded, then it would take such actions required of it to cause the closing to occur. The Company will not be entitled to specific performance to cause the Parent Parties to cause the equity financing to be funded or to effect the closing if the debt financing or the Alternative Financing has not been funded or will not be funded at the closing even if the equity financing is funded at the Closing.

        The maximum aggregate liabilities of Parent Parties, on the one hand, and the Company, on the other hand, for monetary damages in connection with the Merger Agreement are limited to (a) the maximum Parent Termination Fee of US$50 million and the maximum Company Termination Fee of US$25 million, respectively, and (b) reimbursement of certain expenses in the event that the Company or the Parent Parties fail to pay the applicable termination fee when due and in accordance with the requirements of the Merger Agreement, as the case may be (and in respect of the Company, also the reimbursement of certain expenses in connection with the debt financing of the Parent Parties).

        While the Company, Parent and Merger Sub may pursue both a grant of specific performance and payment of a termination fee, none of them will be permitted or entitled to receive both a grant of specific performance that results in the completion of the merger and payment of a termination fee, and if the merger agreement is terminated and the relevant termination fee has been paid, the remedy of specific

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performance will no longer be available to any of the parties to the merger agreement against the party who has made such payment.

Amendment and Waiver

        The Merger Agreement may be amended by the parties thereto at any time prior to the Effective Time by action taken (a) with respect to the Parent Parties, by or on behalf of their respective boards of directors, and (b) with respect to the Company, by the Board (acting at the recommendation of the Special Committee); provided, however, that, after the approval of the Merger Agreement and the Transactions by the shareholders of the Company, no amendment may be made that would require further approval by the shareholders without such further approval.

        At any time prior to the Effective Time, any party may by action taken (a) with respect to the Parent Parties, by or on behalf of their respective boards of directors and (b) with respect to the Company, by action taken by or on behalf of the Board (acting at the recommendation of the Special Committee), (i) extend the time for the performance of any obligation or other act of any other party hereto, (ii) waive any inaccuracy in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any agreement of any other party or any condition to its own obligations contained herein.

        Any amendment, consent, waiver or other determination to be made, or action to be taken, by the Company or the Board under the Merger Agreement will be made or taken upon the recommendation of, and only upon the recommendation of the Special Committee.

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PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS

        No provision has been made to (a) grant the Unaffiliated Security Holders access to corporate files of the Company or any member of the Buyer Group or (b) obtain counsel or appraisal services at the expense of the Company or any member of the Buyer Group.

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DISSENTERS' RIGHTS

        The following is a brief summary of the rights of holders of the Shares to dissent from the Merger and receive payment equal to the fair value of their Shares as determined by the Grand Court of the Cayman Islands ("dissenters' rights"). This summary is not a complete statement of the law, and is qualified in its entirety by the complete text of Section 238 of the Cayman Islands Companies Law, a copy of which is attached as Annex G to this proxy statement. If you are contemplating the possibility of dissenting from the Merger, you should carefully review the text of Annex G, particularly the procedural steps required to perfect your dissenters' rights. These procedures are complex and you should consult your Cayman Islands legal counsel. If you do not fully and precisely satisfy the procedural requirements of the Cayman Islands Companies Law, you will lose your dissenters' rights.

Requirements for Exercising Dissenters' Rights

        A dissenting shareholder of the Company is entitled to payment of the fair value of its, his or her Shares as determined by the Grand Court of the Cayman Islands upon dissenting from the Merger in accordance with Section 238 of the Cayman Islands Companies Law.

        The valid exercise of your dissenters' rights will preclude the exercise of any other rights by virtue of holding Shares in connection with the Merger, other than the right to participate fully in proceedings to determine the fair value of Shares held by such persons and to seek relief on the grounds that the Merger is void or unlawful. To exercise your dissenters' rights, the following procedures must be followed:

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        All notices and petitions must be executed by the registered shareholder or a person duly authorized on behalf of the registered shareholder, fully and correctly, as such shareholder's name appears on the register of members of the Company. If Shares are held by a fiduciary, such as by a trustee, guardian or custodian, these notices must be executed by or by a person duly authorized by the fiduciary. If Shares are owned by or for more than one person such notices and petitions must be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the notices or petitions for a registered shareholder. The agent must, however, identify the registered owner and expressly disclose the fact that, in exercising the notice, he or she is acting as agent for the registered owner. A person having a beneficial interest in Shares registered in the name of another person, such as a broker or other nominee, must act promptly to cause the registered holder to follow the steps summarized above and in a timely manner to perfect whatever dissenters' rights attached to such Shares.

        If you do not satisfy each of these requirements and otherwise comply strictly with the procedures under the Cayman Islands Companies Law, you will not be entitled to exercise dissenters' rights and will be bound by the terms of the Merger Agreement and the Plan of Merger. Submitting a proxy card that does not direct how the Shares represented by that proxy are to be voted will give the proxy discretion to vote as it determines appropriate. In addition, failure to vote your Shares, or a vote against the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, will not alone satisfy the requirement referred to above. You must send all notices to the Company to SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China, Attention: Investor Relations Department.

        If you are considering dissenting, you should be aware that the fair value of your Shares as determined by the Grand Court of the Cayman Islands Section 238 of the Cayman Islands Companies Law could be more than, the same as, or less than the US$43.30 in cash, without interest, for each Share of the Company that you would otherwise receive as consideration pursuant to the Merger Agreement if you do not exercise dissenting rights with respect to your Shares.

        The provisions of Section 238 of the Cayman Islands Companies Law are technical and complex. If you fail to comply strictly with the procedures set forth in Section 238, you will lose your dissenters' rights. You should consult your Cayman Islands legal counsel if you wish to exercise dissenters' rights.

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FINANCIAL INFORMATION

Selected Historical Financial Information

        The following sets forth certain selected historical consolidated financial information of the Company. Our selected consolidated statements of operations data presented below for the years ended December 31, 2018 and 2019 and our selected consolidated balance sheet data as of December 31, 2018 and 2019 have been derived from our consolidated financial statements, which are included in the Company's Annual Report, beginning on page F-1. The Company's historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, the Company's audited consolidated financial statements and related notes and "Item 5. Operating and Financial Review and Prospects" in the Company's Annual Report, which are incorporated into this proxy statement by reference. See "Where You Can Find More Information" for a description of how to obtain a copy of such reports.

 
  For the Year Ended December 31,  
 
  2018(1)(2)   2019(2)(4)  
 
  (in $ thousands, except
share and per share
data)

 

Operations:

             

Net revenues

    2,108,327     2,162,955  

Gross profit

    1,656,287     1,669,527  

Income from operations

    466,954     370,279  

Fair value changes through earnings on investments, net(3)

    96,533     165,295  

Investment related impairment

    (81,281 )   (342,049 )

Income before income tax expense

    555,410     255,192  

Net income

    426,326     108,727  

Net income (loss) attributable to SINA's ordinary shareholders

    125,562     (70,542 )

Net income (loss) per share attributable to SINA's ordinary shareholders

             

Basic

    1.79     (1.01 )

Diluted

    1.70     (1.03 )

Shares used in computing basic net income (loss) per share

    70,296     69,640  

Shares used in computing diluted net income (loss) per share

    72,375     69,640  

Notes:

(1)
Fiscal year 2018 results included: 1) a $96.5 million net gain from the fair value changes of equity investments under ASC 820, 2) a $61.0 million impairment loss on our investments in certain private companies, and 3) an impairment of $23.2 million related to goodwill and acquired intangibles.

(2)
On January 1, 2018, we adopted new revenue guidance ASC Topic 606, "Revenue from Contracts with Customers," using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting method under Topic 605.

(3)
On January 1, 2018, we adopted ASU 2016-1 "Classification and Measurement of Financial Instruments" and recorded a cumulative effect adjustment to reclassify $38.7 million unrealized gain from accumulated other comprehensive income to retained earnings. After the adoption of ASU 2016-1, we measure equity investments other than equity method investments at fair value through earnings. For those investments without readily determinable fair values, we elected to record these investments at cost, less impairment, and plus or minus subsequent adjustments for observable price changes. Changes in the carrying value of these equity investments are required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer and will be reported in current earnings.

(4)
Fiscal year 2019 results included: 1) a $165.3 million net gain from fair value changes on investments mainly due to the completion of the listing of an equity investee; 2) a $342.0 million impairment on investments, mainly including a $177.8 million impairment to an equity investee in the short video business due to its unsatisfied financial performance; and 3) a $64.1 million net interest and other income.

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  As of December 31,  
 
  2018   2019  
 
  (in $ thousands)
 

Balance Sheets:

             

Current assets

    3,332,698     4,611,844  

Noncurrent assets

    2,553,391     2,856,984  

Current liabilities

    1,143,661     1,719,203  

Noncurrent liabilities

    979,556     1,851,712  

Total SINA shareholders' equity

    2,717,791     2,638,481  

Total shareholders' equity

    3,762,872     3,897,913  

Net Book Value per Company Share

        The net book value per Share as of December 31, 2019 was US$38.55 based on 68,450,187 Shares outstanding.

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TRANSACTIONS IN THE SHARES

Purchases by the Company

        In August 2018, the Company's Board approved a share repurchase program, whereby the Company is authorized to repurchase its Ordinary Shares with an aggregate value of $500 million for a period through the end of December 2019.

        In December 30 2019, the Company's Board approved another share repurchase program, whereby the Company is authorized to repurchase its Ordinary Shares with an aggregate value of $500 million for a period through the end of December 2020.

        As of June 30, 2020, the Company has repurchased approximately 9.1 million Ordinary Shares at an average cost of $32.33 under the 2020 New Program. There were 59,754,024 Ordinary Shares outstanding as of June 30, 2020.

Purchases by the Buyer Group

        None of the members of the Buyer Group or any of their respective affiliates have purchased any Shares at any time within the past two years.

Prior Public Offerings

        In April 2000, the Company completed its initial public offering of its Ordinary Shares. On April 17, 2014, the Company's subsidiary, Weibo, completed its initial public offering of 19,320,000 ADSs. The Company did not make any underwritten public offering of the Company's securities during the past three years.

Transactions in Prior 60 Days

        Other than the Merger Agreement and agreements entered into in connection therewith including the Support Agreement, the Limited Guarantee and the Equity Commitment Letter, and as disclosed above, there have been no transactions in the Company's Shares during the past 60 days by us, any of our officers or directors, the Buyer Group or any other person with respect to which disclosure is provided in Annex H or any associate or majority-owned subsidiary of the foregoing.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT OF THE COMPANY

        The following table sets forth information with respect to the beneficial ownership of the Ordinary Shares and Class A Preference Shares as of the date of this proxy statement, by:

        The calculations in the table below are based on 59,733,728 Ordinary Shares outstanding as of October 7, 2020 (excluding 24,197,557 Ordinary Shares that have been repurchased but not cancelled).

        Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of Shares beneficially owned by a person and the percentage ownership of that person, we have included Shares that the person has the right to acquire (including in respect of share incentive awards that vest) within 60 days from the date of this proxy statement, including through the exercise of any option, warrant, or other right or the conversion of any other security. These Shares, however, are not included in the computation of the percentage ownership of any other person.

 
  Ordinary Shares
Beneficially
Owned
  Class A
Preference Shares
Beneficially Owned
  Voting
Power
 
 
  Number   %(1)   Number   %(2)  

Major Shareholders

                         

New Wave MMXV Limited(3)

    7,944,386     13.3     7,150     60.5  

Schroder Investment Management North America Inc(4)

    3,551,056     5.9         2.7  

BlackRock, Inc.(5)

    3,434,467     5.7         2.6  

Susquehanna Securities and its affiliates(6)

    3,491,699     5.8         2.7  

Directors and Executive Officers

                         

Charles Guowei Chao(7)

    8,850,075     14.8     7,150     61.2  

Bonnie Yi Zhang

    *     *         *  

Hong Du

    *     *         *  

Qingxu Deng

    *     *         *  

Bin Zheng

    *     *         *  

Ter Fung Tsao

    *     *         *  

Yan Wang

    *     *         *  

Song Yi Zhang

    *     *         *  

Yichen Zhang

    *     *         *  

James Jianzhang Liang

    *     *         *  

All directors and executive officers as a group

    9,625,970     16.1     7,150     61.7  

*
Less than one percent of the outstanding ordinary shares or less than one percent of voting power.

**
Except otherwise disclosed in the Company's Annual Report, the business address of our directors and executive officers is SINA Plaza, No. 8 Courtyard 10, West Xibeiwang E. Road, Haidian District, Beijing 100193, People's Republic of China.

(1)
For each named person, the percentage ownership includes Ordinary Shares which the person has the right to acquire within 60 days after October 7, 2020. However, such Shares shall not be deemed outstanding with respect to the calculation of ownership percentage for any other person.

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(2)
For each named person or group included in this column, the percentage of total voting power represents voting power based on both ordinary shares and class A preference shares held by such person or group with respect to all of our outstanding ordinary shares and class A preference shares as one class as of September 28, 2020. Each Ordinary Share is entitled to one vote per Ordinary Share. Each class A preference shares is entitled to 10,000 votes per share as of September 28, 2020 on all matters subject to a shareholders' vote, provided that (i) when New Wave sells or otherwise transfers any number of ordinary shares held by it to a third party which is not an affiliate of New Wave, the number of votes that each class A preference share is entitled to will be reduced proportionally; (ii) on any resolution to elect a director where the nominee is an executive officer of our company, the votes attaching to the class A preference shares on such resolution shall not be counted if a majority of the votes cast by the holders of our ordinary shares is against the appointment of such nominee; (iii) for all matters that are required to be subject to shareholder approval under Rule 5635 of the Nasdaq Stock Market Rules, New Wave shall vote the class A preference shares in accordance with the recommendation of our board of directors to the extent the board determines to submit any such matter to shareholder approval; and (iv) If New Wave transfers the class A preference shares to a third party which is not an affiliate of New Wave, or when New Wave ceases to be controlled by any person holding executive office in the Company, the class A preference shares shall cease to have any voting right.

(3)
New Wave MMXV Limited, or New Wave, is a company incorporated in the British Virgin Islands and controlled by Mr. Charles Guowei Chao. The Chairman is the sole director of New Wave.

(4)
Beneficial ownership calculation is based solely on a review of a Schedule 13G filed with the SEC on February 14, 2020.

(5)
Beneficial ownership calculation is based solely on a review of a Schedule 13G filed with the SEC on February 8, 2019 and a 13G/A filed with the SEC on June 7, 2019.

(6)
Beneficial ownership calculation is based solely on a review of a Schedule 13G/A filed with the SEC on April 10, 2020.

(7)
Includes (i) 7,944,386 Ordinary Shares held by New Wave, (ii) 820,689 Ordinary Shares held by The Chairman, (iii) 67,500 Ordinary Shares issuable upon exercise of options exercisable within 60 days after the date of this filing, and (iv) 17,500 Ordinary Shares issuable upon vesting of restricted share units within 60 days after October 7, 2020.

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FUTURE SHAREHOLDER PROPOSALS

        If the Merger is consummated, we will not have public shareholders and there will be no public participants in any future shareholders' meeting.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements in this proxy statement, the documents attached hereto and the documents incorporated by reference into this proxy statement are forward-looking statements based on estimates and assumptions. These include statements as to such things as our financial condition, results of operations, plans, objectives, future performance and business, as well as forward-looking statements relating to the Merger. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made. Forward-looking statements are also based on current expectations, estimates and projections about our business and the Merger, the accurate prediction of which may be difficult and involve the assessment of events beyond our control. The forward-looking statements are further based on assumptions made by management. Forward-looking statements can be identified by forward-looking language, including words such as "believes," "anticipates," "expects," "estimates," "intends," "may," "plans," "predicts," "projects," "will," "would" and similar expressions, or the negative of these words. These statements are not guarantees of the underlying expectations or future performance and involve risks and uncertainties that are difficult to predict. Readers of this proxy statement are cautioned to consider these risks and uncertainties and not to place undue reliance on any forward-looking statements.

        The following factors, among others, could cause actual results or matters related to the Merger to differ materially from what is expressed or forecasted in the forward-looking statements:

        Furthermore, the forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations, dividends or investments made by the parties. We believe that the assumptions on which our forward-looking statements are based are reasonable. However, forward-looking statements involve inherent risks, uncertainties and assumptions. In addition, many of the factors that will determine our future results are, however, beyond our ability to control or predict and we cannot guarantee any future results, levels of activity, performance or achievements. We cannot assure you that the actual results or developments we anticipate will be realized

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or, if realized, that they will have the expected effects on our business or operations. In light of the significant uncertainties inherent in the forward-looking statements, readers should not place undue reliance on forward-looking statements, which speak only as of the date on which the statements were made and it should not be assumed that the statements remain accurate as of any future date. All subsequent written and oral forward-looking statements concerning the Merger or other matters addressed in this proxy statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Further, forward-looking statements speak only as of the date they are made and, except as required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect future events or circumstances.

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WHERE YOU CAN FIND MORE INFORMATION

        The Company is subject to the reporting requirements of the Exchange Act applicable to foreign private issuers and we file or furnish our annual and current reports and other information with the SEC. You may read and copy these reports and other information at the SEC's Public Reference Room at 100 F Street NE, Washington, D.C. 20549 at prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The information we file or furnish is also available free of charge on the SEC's website at http://www.sec.gov.

        You also may obtain free copies of the documents the Company files with the SEC by going to the "Investor Relations" section of our website at http://corp.sina.com.cn. Our website address is provided as an inactive textual reference only. The information provided on our website is not part of this proxy statement, and therefore is not incorporated by reference.

        Because the Merger is a going private transaction, the Company and the Buyer Group have filed with the SEC a Transaction Statement on Schedule 13E-3 with respect to the Merger. The Schedule 13E-3, including any amendments and exhibits filed or incorporated by reference therein, is available for inspection as set forth above. The Schedule 13E-3 will be amended to report promptly any material changes in the information set forth in the most recent Schedule 13E-3 filed with the SEC.

        Statements contained in this proxy statement regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to that contract or other document attached as an exhibit hereto. The SEC allows us to "incorporate by reference" information into this proxy statement. This means that we can disclose important information by referring to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement. This proxy statement and the information that we later file with the SEC may update and supersede the information incorporated by reference. Similarly, the information that we later file with the SEC may update and supersede the information in this proxy statement. The Company's Annual Report is incorporated herein by reference. The Company's reports on Form 6-K furnished to the SEC since April 29, 2020 are incorporated herein by reference. To the extent that any of the periodic reports incorporated by reference in this proxy statement contain references to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to forward-looking statements, we note that these safe harbor provisions do not apply to any forward-looking statements we make in connection with the going private transaction described in this proxy statement.

        We undertake to provide without charge to each person to whom a copy of this proxy statement has been delivered, upon request, by first-class mail or other equally prompt means, within one business day of receipt of the request, a copy of any or all of the documents incorporated by reference into this proxy statement, other than the exhibits to these documents, unless the exhibits are specifically incorporated by reference into the information that this proxy statement incorporates.

        Requests for copies of our filings should be directed to our Investor Relations Department, at the address and phone numbers provided in this proxy statement.

        THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT TO VOTE YOUR SHARES AT THE EXTRAORDINARY GENERAL MEETING. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT.

        THIS PROXY STATEMENT IS DATED                     . YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO SHAREHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.

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Annex A


AGREEMENT AND PLAN OF MERGER


Table of Contents


PRIVILEGED AND CONFIDENTIAL
EXECUTION VERSION


AGREEMENT AND PLAN OF MERGER

by and between

NEW WAVE HOLDINGS LIMITED,

NEW WAVE MERGERSUB LIMITED

and

SINA CORPORATION


Dated as of September 28, 2020


Table of Contents


TABLE OF CONTENTS

 
   
  Page  

ARTICLE I THE MERGER

    A-2  

Section 1.01

 

The Merger

   
A-2
 

Section 1.02

 

Closing; Closing Date

    A-2  

Section 1.03

 

Effective Time

    A-2  

Section 1.04

 

Effects of the Merger

    A-2  

Section 1.05

 

Governing Documents

    A-3  

Section 1.06

 

Directors and Officers

    A-3  

ARTICLE II TREATMENT OF SECURITIES; MERGER CONSIDERATION

   
A-3
 

Section 2.01

 

Cancellation and Conversion of Securities

   
A-3
 

Section 2.02

 

Company Share Plans

    A-3  

Section 2.03

 

Dissenting Shares

    A-4  

Section 2.04

 

Exchange of Share Certificates, etc. 

    A-5  

Section 2.05

 

No Transfers

    A-7  

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

   
A-8
 

Section 3.01

 

Organization and Qualification

   
A-8
 

Section 3.02

 

Constitutional Documents

    A-8  

Section 3.03

 

Capitalization

    A-8  

Section 3.04

 

Authorization

    A-9  

Section 3.05

 

No Conflict; Required Filings and Consents

    A-10  

Section 3.06

 

Permits; Compliance with Laws

    A-11  

Section 3.07

 

SEC Filings; Financial Statements

    A-11  

Section 3.08

 

Proxy Statement

    A-12  

Section 3.09

 

Absence of Certain Changes

    A-13  

Section 3.10

 

Absence of Litigation

    A-13  

Section 3.11

 

Employee Benefit Plans

    A-13  

Section 3.12

 

Labor and Employment Matters

    A-13  

Section 3.13

 

Real Property; Title to Assets

    A-13  

Section 3.14

 

Intellectual Property

    A-14  

Section 3.15

 

Taxes

    A-14  

Section 3.16

 

Material Contracts

    A-15  

Section 3.17

 

Anti-Takeover Provisions

    A-15  

Section 3.18

 

Related Party Transactions

    A-15  

Section 3.19

 

Brokers

    A-15  

Section 3.20

 

Control Documents

    A-15  

Section 3.21

 

No Other Representations or Warranties

    A-16  

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

   
A-16
 

Section 4.01

 

Corporate Organization

   
A-16
 

Section 4.02

 

Authorization

    A-16  

Section 4.03

 

No Conflict; Required Filings and Consents

    A-17  

Section 4.04

 

Capitalization

    A-17  

Section 4.05

 

Available Funds and Financing. 

    A-18  

Section 4.06

 

Information Supplied

    A-19  

Section 4.07

 

Solvency. 

    A-19  

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  Page  

Section 4.08

 

Absence of Litigation. 

    A-19  

Section 4.09

 

Ownership of Company Shares. 

    A-19  

Section 4.10

 

Independent Investigation. 

    A-20  

Section 4.11

 

Buyer Group Contracts. 

    A-20  

Section 4.12

 

Non-Reliance on Company Estimates. 

    A-20  

Section 4.13

 

Brokers

    A-20  

Section 4.14

 

Limited Guarantee

    A-21  

Section 4.15

 

No Additional Representations

    A-21  

ARTICLE V CONDUCT OF BUSINESS PENDING THE MERGER

   
A-21
 

Section 5.01

 

Conduct of Business by the Company Pending the Merger

   
A-21
 

Section 5.02

 

Compliance

    A-23  

Section 5.03

 

No Control of Other Party's Business

    A-23  

ARTICLE VI ADDITIONAL AGREEMENTS

   
A-23
 

Section 6.01

 

Proxy Statement and Schedule 13E-3

   
A-23
 

Section 6.02

 

Company Shareholders Meeting

    A-25  

Section 6.03

 

Access to Information

    A-26  

Section 6.04

 

No Solicitation of Transactions

    A-26  

Section 6.05

 

Directors' and Officers' Indemnification and Insurance

    A-29  

Section 6.06

 

Notification of Certain Matters

    A-31  

Section 6.07

 

Financing

    A-32  

Section 6.08

 

Further Action; Reasonable Best Efforts

    A-34  

Section 6.09

 

Obligations of Merger Sub

    A-35  

Section 6.10

 

Participation in Litigation

    A-35  

Section 6.11

 

Resignations

    A-35  

Section 6.12

 

Public Announcements

    A-35  

Section 6.13

 

Stock Exchange Delisting

    A-35  

Section 6.14

 

Takeover Statutes

    A-35  

Section 6.15

 

Actions Taken at Direction of Parent or Merger Sub

    A-36  

Section 6.16

 

No Amendment to Transaction Documents

    A-36  

ARTICLE VII CONDITIONS TO THE MERGER

   
A-36
 

Section 7.01

 

Conditions to the Obligations of Each Party

   
A-36
 

Section 7.02

 

Additional Conditions to the Obligations of Parent and Merger Sub

    A-36  

Section 7.03

 

Additional Conditions to the Obligations of the Company

    A-37  

Section 7.04

 

Frustration of Closing Conditions

    A-38  

ARTICLE VIII TERMINATION

   
A-38
 

Section 8.01

 

Termination by Mutual Consent

   
A-38
 

Section 8.02

 

Termination by Either the Company or Parent

    A-38  

Section 8.03

 

Termination by the Company

    A-38  

Section 8.04

 

Termination by Parent

    A-39  

Section 8.05

 

Effect of Termination

    A-39  

Section 8.06

 

Termination Fee

    A-39  

ARTICLE IX GENERAL PROVISIONS

   
A-42
 

Section 9.01

 

Survival

   
A-42
 

Section 9.02

 

Notices

    A-42  

Section 9.03

 

Certain Definitions

    A-43  

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Table of Contents

 
   
  Page  

Section 9.04

 

Severability

    A-52  

Section 9.05

 

Interpretation

    A-53  

Section 9.06

 

Entire Agreement; Assignment

    A-53  

Section 9.07

 

Parties in Interest

    A-53  

Section 9.08

 

Specific Performance

    A-54  

Section 9.09

 

Governing Law; Dispute Resolution

    A-54  

Section 9.10

 

Amendment

    A-55  

Section 9.11

 

Waiver

    A-55  

Section 9.12

 

Confidentiality

    A-56  

Section 9.13

 

Special Committee Approval

    A-56  

Section 9.14

 

Counterparts

    A-56  

A-iii


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AGREEMENT AND PLAN OF MERGER

        This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of September 28, 2020, is entered into by and between New Wave Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), New Wave Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned Subsidiary of Parent ("Merger Sub"), and Sina Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"). Unless otherwise indicated or elsewhere defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 9.03 hereof.


RECITALS

        WHEREAS, on the terms and subject to the conditions of this Agreement and in accordance with Part XVI of the Companies Law (2020 Revision) of the Cayman Islands (the "CICL"), Parent and the Company intend to enter into a transaction pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as the surviving company (as defined in the CICL) (the "Surviving Company") and becoming a wholly owned Subsidiary of Parent as a result of the Merger;

        WHEREAS, the board of directors of the Company (the "Company Board"), acting upon the unanimous recommendation of the Special Committee, has unanimously (i) determined that it is fair to, and in the best interests of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger, (ii) authorized and approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the transactions contemplated by this Agreement and the Plan of Merger, including the Merger (collectively, the "Transactions") upon the terms and subject to the conditions set forth herein, and (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions by the holders of Shares at the Shareholders Meeting;

        WHEREAS, (i) the respective board of directors of each of Parent and Merger Sub has each (A) authorized and approved the execution, delivery and performance by Parent and Merger Sub, respectively, of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and (B) declared it advisable for Parent and Merger Sub, respectively, to enter into this Agreement and the Plan of Merger and consummate the Transactions upon the terms and subject to the conditions set forth herein and (ii) Parent, as the sole shareholder of Merger Sub, has approved the execution, delivery and performance by Merger Sub of this Agreement, the Plan of Merger and the consummation of the Transactions upon the terms and subject to the conditions set forth herein;

        WHEREAS, as a condition and inducement to the Company's willingness to enter into this Agreement, concurrently with the execution and delivery of this Agreement, each of New Wave and the Chairman (collectively, the "Rollover Shareholders") and Parent have entered into a Rollover and Support Agreement, dated as of the date hereof (the "Support Agreement"), providing, among other things, that each Rollover Shareholder has agreed that (i) it shall vote all Shares beneficially owned by it as of the date hereof, together with any Shares acquired by it after the date hereof and prior to the Effective Time (collectively, the "Rollover Shares"), in favor of the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, and to take certain other actions in furtherance of the Transactions, and (ii) on the terms and subject to the conditions of the Support Agreement, the Chairman shall contribute the Rollover Shares beneficially owned by it to New Wave in exchange for newly issued shares of New Wave and receive no consideration for the cancellation of the Rollover Shares in accordance with this Agreement; and

A-1


Table of Contents

        WHEREAS, as a condition and inducement to the Company's willingness to enter into this Agreement, concurrently with the execution and delivery of this Agreement, New Wave (the "Guarantor") has executed and delivered to the Company a limited guarantee in favor of the Company, dated as of the date hereof (as may be amended from time to time, the "Limited Guarantee"), to guarantee the due and punctual performance and discharge of certain payment obligations of Parent and Merger Sub under this Agreement.

        NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Parent, Merger Sub and the Company hereby agree as follows:


ARTICLE I

THE MERGER

        Section 1.01    The Merger.     

        On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the CICL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, (a) Merger Sub shall cease to exist and will be struck off the Register of Companies in the Cayman Islands, and (b) the Company shall continue as the Surviving Company and become a wholly owned Subsidiary of Parent.


        Section 1.02
    Closing; Closing Date.     

        Unless otherwise agreed in writing between the Company and Parent, the closing for the Merger (the "Closing") shall take place at 10:00 a.m. (Hong Kong time) electronically as soon as practicable, but in any event no later than the fifth (5th) Business Day following the day on which the last of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, if permissible, waiver of those conditions) is satisfied or, if permissible, waived in accordance with this Agreement. The date on which the Closing occurs is referred to as the "Closing Date."


        Section 1.03
    Effective Time.     

        Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company, Parent and Merger Sub shall (a) cause the plan of merger with respect to the Merger (the "Plan of Merger") substantially in the form set out in Annex A attached hereto, to be duly executed and filed with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL, and (b) make any other filings, recordings or publications as required to be made by the Company or Merger Sub under the CICL in connection with the Merger. The Merger shall become effective upon the time of registration of the Plan of Merger by the Registrar of Companies of the Cayman Islands or on a later date as may be agreed by Parent and the Company and specified in the Plan of Merger in accordance with the CICL (such date and time, the "Effective Time").


        Section 1.04
    Effects of the Merger.     

        At the Effective Time, the Merger shall have the effects specified in this Agreement, the Plan of Merger and the relevant provisions of the CICL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Company shall succeed to and assume all the rights, property of every description, including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges, mortgages, charges or security interests and all Contracts, obligations, claims, debts and liabilities of the Company and Merger Sub in accordance with the CICL.

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        Section 1.05
    Governing Documents.     

        At the Effective Time, in accordance with the Plan of Merger, the memorandum and articles of association of Merger Sub, as in effect immediately prior to the Effective Time, shall become the memorandum and articles of association of the Surviving Company until thereafter amended in accordance with applicable Law and such memorandum and articles of association; provided, that at the Effective Time, (a) all references therein to the name "New Wave Mergersub Limited" shall be amended to "Sina Corporation" and (b) all references therein to the authorized share capital of the Surviving Company shall be amended to refer to the correct authorized share capital of the Surviving Company as approved in the Plan of Merger; and (c) such memorandum and articles of association shall include such indemnification, advancement of expenses and exculpation provisions as required by Section 6.05(a).


        Section 1.06
    Directors and Officers.     

        The parties hereto shall take all actions necessary so that (a) the directors of Merger Sub immediately prior to the Effective Time or such other persons designated by Parent shall, from and after the Effective Time, be the initial directors of the Surviving Company, and (b) the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Company, in each case, unless otherwise determined by Parent, and shall hold office until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the memorandum and articles of association of the Surviving Company.


ARTICLE II

TREATMENT OF SECURITIES; MERGER CONSIDERATION

        Section 2.01    Cancellation and Conversion of Securities.     

        At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any securities of the Company:


        Section 2.02
    Company Share Plans.     

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