[FORM 20-F (Mark One) ¨ OR x For the fiscal year ended December 31, 2006 OR ¨ For the transition period from OR ¨ NETEASE.COM, INC. N/A Cayman Islands (Jurisdiction of incorporation or organization) 26/F, SP Tower D Tsinghua Science Park Building 8 No. 1 Zhongguancun East Road, Haidian District Beijing 100084, People’s Republic of China Name of each exchange] [Cooperation Agreement Party A: Address: West part of Suite 203, No.25 Jianhua Road, Keyun Road, Zhongshan Avenue, Tianhe District, Guangzhou, Guangdong Party B: Address: Rm 103-105, 1 st floor, Building 18, No. 1 Jiaogong Road, Hangzhou, Zhejiang WHEREAS: 1. Party A is a company registered in Guangzhou under the laws of PRC, and engaged in the operation of internet information] [Cooperative Agreement Party A: Address: Party B: Address: nd section, West part of Suite 203, No.25 Jianhua Road, Keyun Road, Zhongshan Avenue, Tianhe District, Guangzhou, Guangdong Party C: Address: Party A, Party B and Party C (collectively referred to as the “Parties”), upon mutual consultations, reach the following agreement with respect to cooperation among the Parties for mutual obedience: I.] [Cooperation Agreement Party A: Guangzhou NetEase Computer System Co., Ltd. Address: West part of Suite 203, No.25 Jianhua Road, Keyun Road, Zhongshan Avenue, Tianhe District, Guangzhou, Guangdong Party B: Guangzhou Boguan Telecommunication Technology Limited Address: 5 th floor, No. 19 Jiangong Road, Zhongshan Avenue, Tianhe District, Guangzhou, Guangdong WHEREAS: 1. Party A is a company registered in Guangzhou under the] [Cooperation Agreement Party A: Beijing Guangyitong Advertising Co., Ltd. Address: 26th Floor, Technology Mansion Tower D, Tsinghua Science Park, No.1 Zhongguancun East Road, Haidian District, Beijing Party B: NetEase Information Technology (Beijing) Co., Ltd. Address: 26th Floor, Technology Mansion Tower D, Tsinghua Science Park, No.1 Zhongguancun East Road, Haidian District, Beijing WHEREAS: 1 Party A is a company registered in] [Cooperation Agreement Party A: Beijing Guangyitong Advertising Co., Ltd. Address: 26th Floor, Technology Mansion Tower D, Tsinghua Science Park, No.1 Zhongguancun East Road, Haidian District, Beijing Party B: Address: 2 nd section, West part of Suite 203, No.25 Jianhua Road, Keyun Road, Zhongshan Avenue, Tianhe District, Guangzhou, Guangdong WHEREAS: 1 Party A is a company registered in Beijing under the] [Cooperation Agreement Party A: Address: Party B: Address 5 th floor, No. 19 Jiangong Road, Zhongshan Avenue, Tianhe District, Guangzhou, Guangdong WHEREAS: 1 Party A is a company registered in Beijing under the laws of PRC, mainly engaged in advertising design, production, agency and distribution of domestic advertisements from both domestic and overseas clients. 2 Party B is a company] [SUBSIDIARIES OF NETEASE.COM, INC. Subsidiary Jurisdiction of Organization Ownership NetEase Information Technology (Beijing) Co., Ltd. People’s Republic of China 100% NetEase Interactive Entertainment Ltd. British Virgin Islands 100% Guangzhou Boguan Telecommunication Technology Limited People’s Republic of China 100% NetEase Yodao Information Technology (Beijing) Co., Ltd. People’s Republic of China 75% Guangzhou NetEase Interactive Entertainment Ltd. People’s Republic of China 100%(1)] [NETEASE.COM, INC. CODE OF BUSINESS CONDUCT TABLE OF CONTENTS Page NETEASE’S CODE OF BUSINESS CONDUCT 1 POLICY STATEMENT 1 APPROVALS AND WAIVERS 2 CONFLICTS OF INTEREST 2 Activities Outside the Company 2 Community Activities 3 Service on Outside Boards of Directors 3 Competitor Relationships 3 Indirect Interests and Relationships 4 CORPORATE OPPORTUNITIES & RESOURCES 4 BUSINESS RELATIONSHIPS 4 FAIR COMPETITION] [CERTIFICATION I, William Ding, Chief Executive Officer of NetEase.com, Inc., certify that: 1. I have reviewed this annual report on Form 20-F of NetEase.com, Inc.; 2. Based on my knowledge, this annual 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] [CERTIFICATION I, Denny Lee, Chief Financial Officer of NetEase.com, Inc., certify that: 1. I have reviewed this annual report on Form 20-F of NetEase.com, Inc.; 2. Based on my knowledge, this annual 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] [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. William Ding Chief Executive Officer EX-13.1 12 dex131.htm CERTIFICATION OF CEO REQUIRED BY RULE 13A-14(B) AND SECTION 1350] [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. Denny Lee Chief Financial Officer EX-13.2 13 dex132.htm CERTIFICATION OF CFO REQUIRED BY RULE 13A-14(B) AND SECTION 1350] [CHARTER OF THE AUDIT COMMITTEE NETEASE.COM, INC. AUTHORITY AND PURPOSE The Audit Committee of NetEase.com, 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 Statement on Form S-8 (No. 333-100069) of NetEase.com, Inc. of our report dated June 26, 2007, relating to the financial statements, financial statements schedule I, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of] [[Letterhead of Maples and Calder] June 26, 2007 NetEase.com, 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: NetEase.com, Inc. Company We have acted as legal advisors as to the laws of the Cayman Islands to NetEase.com. Inc., an exempted limited liability company] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue Chaoyang District, Beijing, 100022, P.R. China Telephone Numbers: (8610) 65693399 Facsimile Numbers: (8610) 65693838, 65693836, 65693837, 65693839 E-mail Add: beijing@tongshang.com Website: www.tongshang.com.cn June 26, 2007 NetEase.com, 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]

[SIZE="3"> FORM 20-F FACE="Times New Roman" SIZE="1">(Mark One) OR x For the fiscal year ended December31, 2006 OR For the transition period from OR NETEASE.COM, N/A FACE="Times New Roman" SIZE="2">yman Islands (Jurisdiction oforporation or organization) 26/F, Tower D Tsinghuaience Park Building 8 No.1 Zhongguancun East Road, Haidian District] [Cooperationreement Party A:dress: West part of Suite 203, No.25 Jianhua Road, Keyun Road, Zhongshan Avenue, Tianhe District, Guangzhou, Guangdong Party B:dress: Rm 103-105, 1 st floor, Building 18, No.1 Jiaogong Road, Hangzhou, Zhejiang FACE="Times New Roman" SIZE="2">WHEREAS: 1. Party A is ampany registered in Guangzhou under the laws of and engaged in the operation of] [Cooperativereement Party A:dress: SIZE="2"> Party B:dress: nd section, West part of Suite 203, No.25 Jianhua Road, Keyun Road, Zhongshan Avenue, Tianhe District, Guangzhou, Guangdong Party C:dress: SIZE="2"> Party A, Party B and Party C (collectively referred to the Parties), upon mutualnsultations, reach the followingreement with respect tooperation among the Parties for mutual obedience:] [Cooperationreement PartyA: Guangzhou NetEasemputer Systemdress: West part of Suite 203, No.25 Jianhua Road, Keyun Road, Zhongshan Avenue, Tianhe District, Guangzhou, Guangdong PartyB: Guangzhou Boguan Telecommunication Technology Limiteddress: 5 th floor, No.19 Jiangong Road, Zhongshan Avenue, Tianhe District, Guangzhou, Guangdong WHEREAS: FACE="Times New Roman" SIZE="2">1. Party A is ampany registered in Guangzhou under the laws of] [Cooperationreement PartyA: Beijing Guangyitongvertisingdress: 26th Floor, Technology Mansion Tower D, Tsinghuaience Park, No.1 Zhongguancun East Road, Haidian District, Beijing PartyB: NetEase Information Technology (Beijing)dress: 26th Floor, Technology Mansion Tower D, Tsinghuaience Park, No.1 Zhongguancun East Road, Haidian District, Beijing WHEREAS: 1] [Cooperationreement Party A: Beijing Guangyitongvertisingdress: 26th Floor, Technology Mansion Tower D, Tsinghuaience Park, No.1 Zhongguancun East Road, Haidian District, Beijing Party B:dress: 2 nd section, West part of Suite 203, No.25 Jianhua Road, Keyun Road, Zhongshan Avenue, Tianhe District, Guangzhou, Guangdong WHEREAS: 1 Party A is ampany registered in Beijing under the laws of mainly] [Cooperationreement Party A:dress: Party B:dress 5 th floor, No.19 Jiangong Road, Zhongshan Avenue, Tianhe District, Guangzhou, Guangdong WHEREAS: 1 Party A is ampany registered in Beijing under the laws of mainly engaged invertising design, production,ency and distribution of domesticvertisements from both domestic and overseas clients.] [SUBSIDIARIES OF NETEASE.COM, FACE="Times New Roman" SIZE="2"> Subsidiary Jurisdiction of Organization Ownership NetEase Information Technology (Beijing) Peoples Republic of China 100% NetEase Interactive Entertainment British Virgin Islands 100% Guangzhou Boguan Telecommunication Technology Limited Peoples Republic of China 100% NetEase Yodao Information Technology (Beijing) Peoples Republic of China] [NETEASE.COM, FACE="Times New Roman" SIZE="2">DE OF BUSINESSNDUCT TABLE OFNTENTS Page NETEASESDE OF BUSINESSNDUCT 1 POLICY STATEMENT 1 APPROVALS AND WAIVERS 2NFLICTS OF INTEREST 2 Activities Outside thempany 2mmunity Activities 3 Service on Outside Boards of Directors 3mpetitor Relationships 3 Indirect Interests and Relationships] [CERTIFICATION FACE="Times New Roman" SIZE="2"> I, William Ding, Chief Executive Officer of NetEase.com, certify that: 1. I have reviewed this annual report on Form 20-F of NetEase.com,; 2. Based on my knowledge, this annual report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the] [CERTIFICATION FACE="Times New Roman" SIZE="2"> I, Denny Lee, Chief Financial Officer of NetEase.com, certify that: 1. I have reviewed this annual report on Form 20-F of NetEase.com,; FACE="Times New Roman" SIZE="2">2. Based on my knowledge, this annual report does notntain any untrue statement of a material fact or omit to state a material fact necessary] [SIZE="2">906 Certification SIZE="2">100 F Street, N.E. Ladies and Gentlemen: 2. the informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany at thetes and for the periods indicated. William Ding Chief Executive Officer CERTIFICATION OF CEO REQUIRED BY RULE 13A-14(B) AND SECTION 1350] [SIZE="2">906 Certification SIZE="2">100 F Street, N.E. Ladies and Gentlemen: 2. the informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany at thetes and for the periods indicated. Denny Lee Chief Financial Officer CERTIFICATION OF CFO REQUIRED BY RULE 13A-14(B) AND SECTION 1350] [CHARTER OF THE AUDITMMITTEE FACE="Times New Roman" SIZE="2"> NETEASE.COM, AUTHORITY AND PURPOSE The Auditmmittee of NetEase.com, (thempany) is appointed by thempanys Board of Directors (the Board) to oversee the accounting and financial reporting processes, internalntrols over financial reporting and audits of the financial statements of thempany. The Auditmmittee (themmittee) shall undertake thoseecific duties and responsibilities] [FACE="Times New Roman" SIZE="2">[PricewaterhouseCoopers Letterhead]NSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to theorporation by reference in the Registration Statement on Form S-8 (No. 333-100069) of NetEase.com, of our reportted June26, 2007, relating to the financial statements, financial statementshedule I, managementssessment of the effectiveness of internalntrol over financial reporting and the effectiveness of internalntrol] [FACE="Times New Roman" SIZE="2">[Letterhead of Maples andlder] June26, 2007 NetEase.com, 26/F, Tower D Tsinghuaience Park Building 8 No.1 Zhongguancun East Road Haidian District, Beijing 100084, Peoples Republic of China SIZE="2">Dear Sirs Re: NetEase.com,mpany We have acted legalvisors to the laws of theyman Islands to NetEase.com. an exempted limited liabilitympanyorporated in theyman Islands (the] [Commerce& Finance Law Offices FACE="Times New Roman" SIZE="2"> 6F NCI Tower, A12 Jianguomenwai Avenue Chaoyang District, Beijing, 100022, P.R. China SIZE="2">Telephone Numbers: (8610)65693399 Facsimile Numbers: (8610)65693838, 65693836, 65693837, 65693839 E-maild: beijing@tongshang.com Website: www.tongshang.com.cn FACE="Times New Roman" SIZE="2">June26, 2007 NetEase.com, SIZE="2">26/F, Tower D Tsinghuaience Park Building 8 SIZE="2">No.1 Zhongguancun East Road]