网易2004年度报告

20-F 1 d20f.htm FORM 20-F Table of ContentsUNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-30666 NETEASE.COM, INC. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 2/F, Tower B Keeven International Research & Development Centre No. 43 West Road North Third Ring Road, Haidian District Beijing 100086, People’s Republic of China (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act. NONE Securities registered or to be registered pursuant to Section 12(g) of the Act. Name of each exchange and Title of each class on which registered : American Depositary Shares, each representing 100 ordinary shares, par value US$0.0001 per share, Nasdaq National Market (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. NONE (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 3,128,958,189 ordinary shares, par value US$0.0001 per share. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No  Indicate by check mark which financial statement item the registrant has elected to follow: Item 17  Item 18  Table of ContentsTABLE OF CONTENTS INTRODUCTION PagePART I Item 1. Identity of Directors, Senior Management and Advisers 2Item 2. Offer Statistics and Expected Timetable 2Item 3. Key 2 InformationItem 4. Information on the Company 28Item 5. Operating and Financial Review and Prospects 53Item 6. Directors, Senior Management and Employees 85Item 7. Major Shareholder and Related Party Transactions 98Item 8. Financial Information 104Item 9. The Offer and Listing 104Item 10. Additional Information 105Item 11. Quantitative and Qualitative Disclosures About Market Risk 118Item 12. Description of Securities Other than Equity Securities 118PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 118Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 118Item 15. Controls and Procedures 118 Item 16. Reserved Item 16A. Audit Committee Financial Expert 119Item 16B. Code of Ethics 119Item 16C. Principal Accountant Fees and Services 119Item 16D. Exemptions from the Listing Standards for Audit Committees 120Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 120PART III Item 17. Financial Statements 121Item 18. Financial Statements 121Item 19. Exhibits 121Table of ContentsINTRODUCTION This annual report on Form 20-F includes our audited consolidated financial statements as of December 31, 2003 and 2004, and for the years ended December 31, 2002, 2003 and 2004. Forward-Looking Information This annual report on Form 20-F contains statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. The accuracy of these statements may be impacted by a number of business risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including risks related to: • the risk that we will not be able to continue to successfully monetize the user base of the NetEase websites and that revenues from our online games will not continue to grow; • the risk that the online game market will not continue to grow or that we will not be able to maintain our position in that market; • the risk that we may not be able to continuously develop new and creative online games and wireless value-added services; • the risk that the online advertising market in China will not continue to grow and will remain subject to intense competition; • our dependence on the mobile operators in China to provide our wireless value-added services to their customers, maintain accurate