Business Context and Reporting Period
This Form 6-K filing by NetEase, Inc. (NetEase) dated July 29, 2010, serves as a notice of the 2010 Annual General Meeting of Shareholders scheduled for September 2, 2010. The filing includes the Notice of Meeting, Proxy Statement, and voting instruction forms. The record date for shareholders entitled to vote is July 22, 2010. The document does not contain financial results for a specific reporting period but references the 2009 Annual Report on Form 20-F for historical financial data.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. These metrics are referenced as being available in the 2009 Annual Report on Form 20-F, which is posted on the company's website.
Share ownership data as of June 30, 2010, is provided:
- Total Ordinary Shares Outstanding: 3,246,341,381
- Shares Represented by ADSs: Approximately 1,840,341,115
- Par Value: US$0.0001 per share
Material Changes
The filing does not disclose material changes in financial performance or operations compared to prior periods. The primary updates relate to corporate governance and shareholder meeting logistics:
- Board Composition: The Board is seeking re-election of all seven current directors.
- Auditor Appointment: The Board is seeking ratification of PricewaterhouseCoopers Zhong Tian CPAs Limited Company as independent auditors for the fiscal year ending December 31, 2010.
- Executive Roles: Onward Choi is listed as Acting Chief Financial Officer, and Zhonghui Zhan is listed as Chief Operating Officer.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The filing contains no forward-looking financial guidance or management commentary regarding future business strategy or market conditions.
Risks and Contingencies:
- Voting Risks for ADS Holders: The filing notes that The Bank of New York Mellon (the depositary) is not responsible if it fails to carry out voting instructions or for the manner in which they are carried out. If underlying ordinary shares cannot be voted, ADS holders may have no recourse.
- Quorum Requirements: A quorum requires the presence of at least two ordinary shareholders representing no less than 33 1/3% of outstanding ordinary shares.
- Discretionary Voting: If ADS Voting Instruction Cards are signed but lack instructions, or are not received by the deadline (August 27, 2010), the depositary will vote in favor of board recommendations.
Important Facts for Investors to Verify
- Meeting Date and Location: September 2, 2010, at 10:00 a.m. Beijing time, at NetEase's offices in Beijing.
- Voting Deadlines: ADS Voting Instruction Cards must be received by The Bank of New York Mellon by 5:00 p.m. New York Time on August 27, 2010.
- Shareholder Proposals: Proposals for the 2011 annual meeting must be received by April 1, 2011.
- Financial Data Source: Investors must access the 2009 Annual Report on Form 20-F via the company website (http://corp.163.com) for detailed financial performance, as this Form 6-K does not contain financial statements.
- Director Slate: The seven nominees for re-election are William Ding, Alice Cheng, Denny Lee, Joseph Tong, Lun Feng, Michael Leung, and Michael Tong.