As filed with the Securities and Exchange Commission on March 2,
2023.
Registration No. 333-234189
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NETEASE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands
(State or Other Jurisdiction of
Incorporation or Organization) |
Not Applicable
(I.R.S. Employer
Identification No.) |
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NetEase Building, No. 599 Wangshang Road
Binjiang District, Hangzhou
People’s Republic of China
(Address of Principal Executive
Offices) |
310052
(Zip Code) |
NetEase, Inc. Amended and Restated 2019 Share Incentive
Plan (f/k/a the NetEase, Inc. 2019 Restricted Share Unit
Plan)
(Full Title of the Plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(Name and Address of Agent for
Service)
(302) 738-6680
(Telephone Number, Including Area Code, of Agent for
Service)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
Large
accelerated filer x
Non-accelerated filer ¨ |
Accelerated filer ¨
Smaller reporting company ¨
Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. ¨
Copy to:
James J. Moloney
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive
Irvine, California 92612
(949) 451-4343
EXPLANATORY NOTE
NetEase, Inc. (the “Registrant”), previously filed its
Registration Statement on Form S-8 (File No. 333-234189)
with the Securities and Exchange Commission (the “Commission”) on
October 15, 2019 (the “Registration
Statement”) with respect to 322,458,300 shares of the
Registrant’s ordinary shares, par value US$0.0001 per share (the
“Ordinary Shares”), issuable under the Registrant’s 2019 Restricted
Share Unit Plan (the “2019 Plan”).
Effective February 22, 2023, the Board of Directors of the
Registrant amended and restated the 2019 Plan to permit the grant
of stock option awards thereunder as an additional award type and
to make certain other ministerial and administrative changes and
renamed it the NetEase, Inc. Amended and Restated 2019 Share
Incentive Plan (the “Amended and Restated 2019 Plan”). The
Registrant is filing this Post-Effective Amendment No. 1 to
Form S-8 (this “Post-Effective Amendment”) to make clear that
all of the available Ordinary Shares registered on such
Registration Statement may be issued pursuant to any of the
permitted award types under the Amended and Restated 2019 Plan.
For the avoidance of doubt, no additional Ordinary Shares were
authorized for issuance under the Amended and Restated 2019 Plan
and the Registrant is not registering any additional Ordinary
Shares pursuant to this Post-Effective Amendment.
PART I
INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS
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ITEM 1. |
PLAN INFORMATION.* |
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ITEM 2. |
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.* |
* The
information required by Item 1 and Item 2 of Part I of
Form S-8 is omitted from this filing in accordance with
Rule 428 under the Securities Act of 1933, as amended (the
“Securities Act”) and the introductory note to Part I of
Form S-8. The documents containing the information specified
in this Part I will be delivered to the participants in the
Amended and Restated 2019 Plan covered by this Registration
Statement as required by Rule 428(b) (1) under the
Securities Act.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
|
ITEM 3. |
INCORPORATION OF DOCUMENTS BY REFERENCE. |
The following documents filed by the Registrant with the Commission
are incorporated as of their respective dates in this Registration
Statement by reference:
|
(b) |
All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) since
December 31, 2021; and |
|
(c) |
The description of the Registrant’s Ordinary Shares which is
contained in its Registration Statement on Form 8-A filed with
the Commission under the Exchange Act on March 27, 2000,
including any amendment or report subsequently filed for the
purpose of updating such description. |
All documents subsequently filed by the Registrant with the
Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date of filing of such documents; provided, however, that documents
or information deemed to have been furnished and not filed in
accordance with Commission rules shall not be deemed
incorporated by reference into this Registration Statement. Any
statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this
Registration Statement.
|
ITEM 4. |
DESCRIPTION OF SECURITIES. |
Not applicable.
|
ITEM 5. |
INTERESTS OF NAMED EXPERTS AND COUNSEL. |
Not applicable.
|
ITEM 6. |
INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
Cayman Islands law does not limit the extent to which a company’s
articles of association may provide for indemnification of officers
and directors, except to the extent any such provision may be held
by the Cayman Islands courts to be contrary to public policy, such
as to provide indemnification against civil fraud or the
consequences of committing a crime.
Article 125 of the Registrant’s articles of association
provide that the Registrant may indemnify its directors, officers
and trustee acting in relation to any of its affairs against
actions, proceedings, costs, charges, losses, damages and expenses
incurred by reason of any act done or omitted in the execution of
their duty in their capacities as such, except if they acted in a
willfully negligent manner or defaulted in any action against
them.
All of the Registrant’s current directors and officers have entered
into indemnification agreements in which the Registrant agrees to
indemnify, to the fullest extent allowed by Cayman Islands law, the
Registrant’s charter documents or other applicable law, those
directors and officers from any liability or expenses, unless the
liability or expense arises from the director’s or the officer’s
own willful negligence or willful default. The indemnification
agreements also specify the procedures to be followed with respect
to indemnification.
|
ITEM 7. |
EXEMPTION FROM REGISTRATION CLAIMED. |
Not applicable.
* Filed herewith.
|
(a) |
The undersigned Registrant hereby undertakes: |
|
(1) |
To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement: |
|
(i) |
to include any prospectus required by
Section 10(a)(3) of the Securities Act; |
|
(ii) |
to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in this Registration Statement; and |
|
(iii) |
to include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to that information in the
Registration Statement; |
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the registration statement is
on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement;
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(2) |
That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
and |
|
(3) |
To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering. |
|
(b) |
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof. |
|
(c) |
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless, in the opinion of
its counsel, the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Beijing,
China on March 1, 2023.
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NETEASE,
INC. |
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By: |
/s/
Charles Zhaoxuan Yang |
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Name: |
Charles
Zhaoxuan Yang |
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Title: |
Chief
Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints, severally and not
jointly, Mr. William Lei Ding and Mr. Charles Zhaoxuan
Yang, with full power to act alone, as his or her true and lawful
attorney-in-fact, with the power of substitution, for and in such
person’s name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each said
attorney-in-fact full power and authority to do and perform each
and every act and thing requisite and necessary to be done as fully
to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that each said
attorney-in-fact may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:
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Signature |
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Title |
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Date |
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/s/
William Lei Ding |
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Director
and Chief Executive Officer |
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March 1,
2023 |
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William
Lei Ding |
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(principal
executive officer) |
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/s/
Charles Zhaoxuan Yang |
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Chief
Financial Officer |
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March 1,
2023 |
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Charles
Zhaoxuan Yang |
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(principal
financial and accounting officer) |
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/s/
Alice Yu-Fen Cheng* |
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Independent
Director |
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March 1,
2023 |
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Alice
Yu-Fen Cheng |
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/s/
Joseph Tze Kay Tong* |
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Independent
Director |
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March 1,
2023 |
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Joseph
Tze Kay Tong |
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/s/
Michael Man Kit Leung* |
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Independent
Director |
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March 1,
2023 |
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Michael
Man Kit Leung |
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/s/ Grace Hui Tang |
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Independent
Director |
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Grace
Hui Tang |
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| *By: |
/s/
Charles Zhaoxuan Yang |
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March 1,
2023 |
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Charles
Zhaoxuan Yang |
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Attorney-in-fact |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED
STATES
Pursuant to the Securities Act of 1933, as amended, the
undersigned, the duly authorized representative in the United
States of NetEase, Inc., has signed this registration
statement or amendment thereto in the city of Newark, State of
Delaware, on March 1, 2023.
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PUGLISI &
ASSOCIATES |
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By: |
/s/
Donald L. Puglisi |
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Name: |
Donald
L. Puglisi |
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Title: |
Managing
Director |
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