As filed with the Securities and Exchange Commission on May 26, 2004
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
NETEASE.COM, INC.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
CAYMAN ISLAND
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1727
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
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The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the
deposited shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount of
Title of each class Amount to be maximum aggregate price maximum aggregate registration
of Securities to be registered registered per unit (1) offering price (1) fee
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American Depositary Shares 20,000,000 American $5.00 $1,000,000.00 $126.70
evidenced by American Depositary Shares
Depositary Receipts, each
American Depositary Share
representing ordinary shares,
par value of $0.0001 each, of
Netease.com, Inc.
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1 For the purpose of this table only the term "unit" is defined as 100
American Depositary Shares.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
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The prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit
1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1. Description of Securities to be Registered
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Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption Filed Herewith as Prospectus
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1. Name and address of depositary Introductory Article
2. Title of American Depositary Receipts and Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities Face of Receipt, upper right corner
represented by one unit of American
Depositary Receipts
(ii) The procedure for voting, if any, the Articles number 15, 16 and 18
deposited securities
(iii) The collection and distribution Articles number 4, 12, 13, 15 and 18
of dividends
(iv) The transmission of notices, reports Articles number 11, 15, 16, 17, 18
and proxy soliciting material and 22
(v) The sale or exercise of rights Articles number 13, 14, 15 and 18
(vi) The deposit or sale of securities resulting Articles number 12, 13, 15, 17 and
from dividends, splits or plans of reorganization 18
(vii) Amendment, extension or termination of the Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit or Articles number 2, 3, 4, 5, 6, 8,
withdraw the underlying securities 13 and 24
(x) Limitation upon the liability of the depositary Articles number 13, 18, 19 and 21
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3. Fees and Charges Articles number 7 and 8
Item - 2. Available Information
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Public reports furnished by issuer Article number 11
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
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a. Form of Deposit Agreement dated as of July 6, 2000, among
Netease.com, Inc., The Bank of New York as Depositary, and all
Owners and Beneficial Owners from time to time of American
Depositary Receipts issued thereunder. - Filed herewith as Exhibit
1.
b. Any other agreement to which the Depositary is a party relating to
the issuance of the Depositary Shares registered hereby or the
custody of the deposited securities represented. - Not Applicable.
c. Every material contract relating to the deposited securities between
the Depositary and the issuer of the deposited securities in effect
at any time within the last three years. - See (a) above.
d. Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to legality of the securities to be registered. - Filed herewith
as Exhibit 4.
e. Certification under Rule 466. - Filed herewith as Exhibit 5.
Item - 4. Undertakings
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(a) The Depositary hereby undertakes to make available at the principal
office of the Depositary in the United States, for inspection by
holders of the ADRs, any reports and communications received from
the issuer of the deposited securities which are both (1) received
by the Depositary as the holder of the deposited securities, and (2)
made generally available to the holders of the underlying securities
by the issuer.
(b) If the amounts of fees charged are not disclosed in the prospectus,
the Depositary undertakes to prepare a separate document stating the
amount of any fee charged and describing the service for which it is
charged and to deliver promptly a copy of such fee schedule without
charge to anyone upon request. The Depositary undertakes to notify
each registered holder of an ADR thirty days before any change in
the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on May 26, 2004.
Legal entity created by the agreement
for the issuance of American Depositary
Receipts for ordinary shares, par value
$0.0001 each, of Netease.com, Inc.
By: The Bank of New York,
As Depositary
By: /s/ Vincent J. Cahill, Jr.
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Name: Vincent J. Cahill, Jr.
Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, NETEASE.COM,
INC. has caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Beijing, People's Republic
of China on May 18, 2004.
NETEASE.COM, INC.
By: /s/ Denny Lee
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Name: Denny Lee
Title: Chief Financial Officer
Each person whose signature appears below hereby constitutes and appoints
Ted Sun and Denny Lee, and each of them severally, his true and lawful
attorney-in-fact with power of substitution and resubstitution to sign in his
name, place and stead in any and all capacities the Registration Statement and
any and all amendments thereto (including post-effective amendments) and any
documents in connection therewith, and to file the same with the Securities and
Exchange Commission, granting unto each of said attorneys full power to act with
or without the other, and full power and authority to do and perform, in his
name and on his behalf, every act whatsoever which such attorneys, or any one of
them, may deem necessary or desirable to be done in connection therewith as
fully and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact, or any of them, or
their substitute or substitutes, 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 indicated on May 18, 2004.
/s/ William Ding /s/ Denny Lee
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Name: William Ding Name: Denny Lee
Director Director (principal financial and
accounting officer)
/s/ Michael Tong /s/ Ted Sun
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Name: Michael Tong Name: Ted Sun
Director Director (principal executive officer)
/s/ Joseph Tong
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Name: Joseph Tong Name: Donghua Ding
Director Director
/s/ Ronald Lee
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Name: Ronald Lee
Director
/s/ Michael Leung
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Name: Michael Leung
Director
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AUTHORIZED UNITED STATES REPRESENTATIVE
THE BANK OF NEW YORK
Authorized U.S. Representative
By: /s/ Vincent J. Cahill, Jr.
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Name: Vincent J. Cahill, Jr.
Title: Vice President
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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1 Form of Deposit Agreement dated as of July 6, 2000, among
Netease.com, Inc., The Bank of New York as Depositary, and all
Owners and Beneficial Owners from time to time of American
Depositary Receipts issued thereunder.
4 Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to legality of the securities to be registered.
5 Certification under Rule 466.
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