[FORM 20-F (Mark One) o OR x OR o For the transition period from to OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . NETEASE, INC. N/A Cayman Islands (Jurisdiction of incorporation or organization) 26/F, SP Tower D Tsinghua Science] [AMENDMENT AND NOVATION OF SHAREHOLDER VOTING RIGHT TRUST AGREEMENT AMENDMENT AND NOVATION OF SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Novation Agreement THIS May 1 Effective Date NetEase Beijing Company Advertising Company William Bo Xiaojun , 2014 (the “ Voting Trust Agreement Guangzhou NetEase WHEREAS, NetEase Beijing, William and Bo are parties to the Shareholder Voting Right Trust Agreement, dated May 12,] [Proxy Agreement Agreement April 15, 2009 This Proxy Agreement (this “ Party A: NetEase (Hangzhou) Network Co., Ltd. , a wholly foreign-owned enterprise registered in Hangzhou, PRC under the laws of the PRC Party B: PRC Hu Zhipeng 330106197812210436, a citizen of the People’s Republic of China (the “ In this Agreement, Party A and Party B Parties Party are] [Proxy Agreement Agreement April 15, 2009 This Proxy Agreement (this “ Party A: NetEase (Hangzhou) Network Co., Ltd. , a wholly foreign-owned enterprise registered in Hangzhou, PRC under the laws of the PRC Party B: PRC Chen Gang 330106197310300431, a citizen of the People’s Republic of China (the “ In this Agreement, Party A and Party B Parties Party are] [LOAN AGREEMENT Agreement March 23, 2009 This Loan Agreement (the “ Party A: NetEase (Hangzhou) Network Co., Ltd. Registration Address: Room 103-105, 1/F, Building 18, No.1 Jiaogong Road, Hangzhou, Zhejiang Province, P. R. China Party B: Hu Zhipeng ID No.: 330106197812210436 Address: Foreign Enterprise Service Co., Ltd., No. 14, Chaoyangmen Nandajie, Chaoyang District, Beijing, P. R. China WHEREAS, 1. PRC] [LOAN AGREEMENT Agreement March 23, 2009 This Loan Agreement (the “ Party A: NetEase (Hangzhou) Network Co., Ltd. Registration Address: Room 103-105, 1/F, Building 18, No.1 Jiaogong Road, Hangzhou, Zhejiang Province, P. R. China Party B: Chen Gang ID No.: 330106197310300431 Address: No. 38 Zheda Road, West Lake District, Hangzhou, Zhejiang Province, P. R. China WHEREAS, 1. PRC Party A] [EQUITY PLEDGE AGREEMENT Agreement April 15, 2009 This Equity Pledge Agreement (this “ Pledgee: Party A: NetEase (Hangzhou) Network Co., Ltd. Legal Address: Room 103-105, 1/F, Building 18, No.1 Jiaogong Road. Hangzhou, Zhejiang Province, P. R. China Pledgor: Party B: Hu Zhipeng ID card No.: 330106197812210436 Legal Address: Foreign Enterprise Service Co., Ltd., No.14, Chaoyangmen Nandajie, Chaoyang District, Beijing, P.] [EQUITY PLEDGE AGREEMENT Agreement April 15, 2009 This Equity Pledge Agreement (this “ Pledgee: Party A: NetEase (Hangzhou) Network Co., Ltd. Legal Address: Room 103-105, 1/F, Building 18, No.1 Jiaogong Road. Hangzhou, Zhejiang Province, P. R. China Pledgor: Party B: Chen Gang ID card No.: 330106197310300431 Legal Address: No.38 Zheda Road, West Lake District, Hangzhou, Zhejiang Province, P. R. China] [EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement April 15, 2009 This Exclusive Purchase Option Agreement (this “ Party A: NetEase (Hangzhou) Network Co., Ltd. Legal Address : Room 103-105, 1/F, Building 18, No.1 Jiaogong Road, Hangzhou, Zhejiang Province, P. R. China Party B: Chen Gang ID Number: 330106197310300431 Legal Address: No.38 Zheda Road, West Lake District, Hangzhou, Zhejiang Province, P. R. China] [EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement April 15, 2009 This Exclusive Purchase Option Agreement (this “ Party A: NetEase (Hangzhou) Network Co., Ltd. Legal Address : Room 103-105, 1/F, Building 18, No.1 Jiaogong Road, Hangzhou, Zhejiang Province, P. R. China Party B: Hu Zhipeng ID Number: 330106197812210436 Legal Address: Foreign Enterprise Service Co., Ltd., No.14, Chaoyangmen Nandajie, Chaoyang District, Beijing, P.R.] [Operating Agreement Agreement April 15, 2009 This Operating Agreement (this “ Party A: NetEase (Hangzhou) Network Co., Ltd. Address: Room 103-105, 1/F, Building 18, No.1 Jiaogong Road, Hangzhou, Zhejiang Province, P. R. China Party B: Hangzhou Leihuo Network Co., Ltd. Address: Room 601-603, 6/F, Building 18, No.1 Jiaogong Road, West Lake District, Hangzhou, Zhejiang Province, P. R. China Party C:] [COOPERATION AGREEMENT Party A: NetEase (Hangzhou) Network Co., Ltd. Address: Room 103-105, 1/F, Building 18, No.1 Jiaogong Road, Hangzhou, Zhejiang Province, P.R. China Party B: Hangzhou Leihuo Network Co., Ltd. Address: Room 601-603, 6/F, Building 18, No.1 Jiaogong Road, West Lake District, Hangzhou, Zhejiang Province, P. R. China Parties Party In this Agreement, Party A and Party B are called] [AMENDMENT AND NOVATION OF OPERATING AGREEMENT AMENDMENT AND NOVATION OF OPERATING AGREEMENT Novation Agreement THIS May 1 Effective Date NetEase Beijing Party A Guangyitong Party B William Party D Bo , 2014 (the “ Operating Agreement Guangzhou NetEase WHEREAS, NetEase Beijing, Guangyitong, William and Bo are parties to the Operating Agreement, dated May 10, 2000 (the “ Guangyitong Equity Transfer] [AMENDMENT AND NOVATION OF LETTER OF AGREEMENT AMENDMENT AND NOVATION OF LETTER OF AGREEMENT Novation Agreement THIS May 1 Effective Date NetEase William Bo Xiaojun , 2014 (the “ Letter of Agreement Guangzhou NetEase Guangyitong Board WHEREAS, NetEase, William and Bo are parties to the Letter of Agreement, dated June 6, 2000, as supplemented on May 17, 2004, July 15,] [LOAN AGREEMENT Agreement This Loan Agreement (this “ May 1 , 2014: (1) NetEase Information Technology (Beijing) Co., Ltd. Lender PRC (“ (3) Xiaojun Hui (ID Number : 622101197708150778 , Borrower “ No.104 Tianhe Road, Tianhe District, Guangzhou, Guangdong, PRC . Parties Party Lender and Borrower are hereinafter jointly referred to as the “ Whereas : (A) Borrower entered into] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) NetEaseInformation Technology (Beijing) Co., Ltd. Pledgee PRC (the “ (2) Xiaojun Hui (ID Number : Pledgor 622101197708150778, the “ No.104 Tianhe Road, Tianhe District, Guangzhou, Guangdong, PRC . Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the “ Whereas : (A) The Pledgor is] [PRINCIPAL SUBSIDIARIES AND VARIABLE INTEREST ENTITIES OF NETEASE, INC. Subsidiaries: Jurisdiction of Incorporation NetEase Interactive Entertainment Limited British Virgin Islands Lede Inc. (previously named Ujia.com, Inc.) Cayman Islands NetEase Media, Inc. Cayman Islands NetEase (Hong Kong) Limited Hong Kong Hong Kong NetEase Interactive Entertainment Limited Hong Kong Lede (Hong Kong) Limited (previously named Ujia (Hong Kong) Limited) Hong Kong NetEase] [CERTIFICATION I, William Lei Ding, certify that: 1. I have reviewed this annual report on Form 20-F of NetEase, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [CERTIFICATION I, Onward Choi, certify that: 1. I have reviewed this annual report on Form 20-F of NetEase, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. April 24, 2015 William Lei Ding Chief Executive Officer EX-13.1 20 a15-4743_1ex13d1.htm EX-13.1] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. April 24, 2015 Onward Choi Acting Chief Financial Officer EX-13.2 21 a15-4743_1ex13d2.htm EX-13.2] [CHARTER OF THE AUDIT COMMITTEE NETEASE, INC. AUTHORITY AND PURPOSE The Audit Committee of NetEase, Inc. (the “Company”) is appointed by the Company’s Board of Directors (the “Board”) to oversee the accounting and financial reporting processes, internal controls over financial reporting and audits of the financial statements of the Company. The Audit Committee (the “Committee”) shall undertake those specific duties] [[PricewaterhouseCoopers Letterhead] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-100069 and No. 333-164249) of NetEase, Inc. of our report dated April 24, 2015 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. PricewaterhouseCoopers] [[Letterhead of Maples and Calder] NetEase, Inc. 26/F, SP Tower D Tsinghua Science Park Building 8 No. 1 Zhongguancun East Road Haidian District, Beijing 100084 People’s Republic of China April 24, 2015 Dear Sir Re: NetEase, Inc. We have acted as legal advisors as to the laws of the Cayman Islands to NetEase, Inc., an exempted limited liability company incorporated] [[Letterhead of Jun He Law Offices] April 24, 2015 NetEase, Inc. 26/F, SP Tower D Tsinghua Science Park Building 8 No.1 Zhongguancun East Road Haidian District, Beijing 100084, People’s Republic of China Dear Sirs, Re: Consent of People’s Republic of China Counsel Very truly yours, Jun He Law Offices EX-15.4 25 a15-4743_1ex15d4.htm EX-15.4]