UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

For the month of September 2020

Commission File Number: 000-30666

NETEASE, INC.

NetEase Building, No. 599 Wangshang Road

Binjiang District, Hangzhou, 310052

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x     Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

EXPLANATORY NOTE

We made two announcements, each dated September 1, 2020, with The Stock Exchange of Hong Kong Limited relating to the summer business updates of Youdao, Inc. (“Youdao”), a subsidiary of NetEase, Inc. (“NetEase”).

Forward Looking Statements

These announcements contain 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. In addition, statements that are not historical facts, including statements about the expected benefits of Youdao’s increased sales and marketing efforts, Youdao’s expectation that such measures may widen its net losses for the ongoing quarter and the anticipated impact on the consolidated financial statements of NetEase are or contain forward-looking 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 China’s online education industry will not continue to grow or that Youdao will not be able to maintain its position in that market in China or globally; the risk that COVID-19 or other health risks in China or globally could adversely affect NetEase’s or Youdao’s operations or financial results; risks associated with NetEase’s or Youdao’s business and operating strategies and its ability to implement such strategies; NetEase’s or Youdao’s ability to develop and manage their respective operations and businesses; competition for, among other things, capital, technology and skilled personnel; potential changes in government regulation that could adversely affect the industry and geographical markets in which NetEase and/or Youdao operate; competition in NetEase’s or Youdao’s existing and potential markets; and the risk that fluctuations in the value of the Renminbi with respect to other currencies could adversely affect NetEase’s or Youdao’s business and financial results. Further information regarding these and other risks is included in NetEase’s filings with the U.S. Securities and Exchange Commission and announcements on the website of The Stock Exchange of Hong Kong Limited. NetEase does not undertake any obligation to update this forward-looking information, except as required under the applicable law.

Exhibits

Exhibit 99.1 — Overseas Regulatory Announcement

Exhibit 99.2 — Inside Information Announcement in Relation to a Listed Subsidiary — Youdao, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Exhibit 99.1

NetEase, Inc.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9999)

OVERSEAS REGULATORY ANNOUNCEMENT

(This overseas regulatory announcement is issued pursuant to the Note to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.)

Please refer to the following pages which have been published by Youdao, Inc. (“Youdao”) on the website of the U.S. Securities and Exchange Commission on September 1, 2020. Youdao has American depositary shares representing its Class A ordinary shares listed on the New York Stock Exchange in the United States and is a subsidiary of the Company.

Hong Kong, September 1, 2020

As at the date of this document, the board of directors of the Company comprises Mr. William Lei Ding as the director, and Ms. Alice Cheng, Mr. Denny Lee, Mr. Joseph Tong, Mr. Lun Feng, Mr. Michael Leung and Mr. Michael Tong as the independent directors.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2020

Commission file number: 001-39087

Youdao, Inc.

(Exact Name of Registrant as Specified in Its Charter)

No. 399, Wangshang Road, Binjiang District

Hangzhou 310051, People’s Republic of China

+86 0571-8985-2163

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

EXHIBIT INDEX

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

Youdao Reports Summer Business Updates

Beijing, China — September 1, 2020 — Youdao, Inc. (“Youdao” or the “Company”) (NYSE: DAO), a leading intelligent learning company in China, today announced its summer business updates.

Summer Business Updates

Summer is a popular season for Chinese students to enroll in after-school tutoring courses for the coming academic year. Today, the Company is pleased to report that its paid student enrollments* for K-12 courses of Youdao Premium Courses amounted to over 460,000 in the two-month period of July and August 2020, representing an increase of over 500% compared to the corresponding period of 2019.

To take advantage of the tremendous growth potential of China’s online education industry, the Company has steadily strengthened its core teaching and content development capabilities. Furthermore, to tap into the summer season opportunity, the Company significantly increased its sales and marketing efforts. While such investments may widen net losses for this ongoing quarter, the Company expects to benefit from these measures in the long run.

Paid student enrollments are subject to future adjustments (such as refunds) and represent only one measure of the Company’s performance and should not be relied on as an indicator of our financial results, which depend on a variety of factors. Our financial results will be released when we announce Q3 earnings.

Note:

* “paid student enrollments” for a specified period refers to the cumulative number of paid courses enrolled in by the Company’s students, including multiple paid courses enrolled in by the same student, after deducting the number of courses the tuition of which were fully refunded.

Conference Call

Youdao’s management team will host a teleconference call at 8:00 p.m. Eastern Time on September 1, 2020 (8:00 a.m. Beijing time on September 2, 2020). Youdao’s management will be on the call to answer questions. Details for the conference call are as follows:

Conference ID:                                                                                        8597567

Registration Link:                                                                           http://apac.directeventreg.com/registration/event/8597567

All participants must use the link provided above to complete the online registration process in advance of the conference call. Upon registering, each participant will receive a set of participant dial-in numbers, an event passcode, and a unique registrant ID, which will be used to join the conference call.

A live and archived webcast of the conference call will be available on the Company's investor relations website at http://ir.youdao.com.

About Youdao, Inc.

Youdao, Inc. (NYSE: DAO) is a leading intelligent learning company in China dedicated to developing and using technologies to provide learning content, applications and solutions to users of all ages. Building on the popularity of its online knowledge tools such as Youdao Dictionary, Youdao Cloudnote and Youdao Translation, Youdao now offers online courses covering a wide spectrum of age groups, subject matters, learning goals and areas of interest. In addition, Youdao has developed a variety of interactive learning apps and smart learning devices. Youdao was founded in 2006 as part of NetEase, Inc. (NASDAQ: NTES; HKEX: 9999), a leading internet technology company in China.

For more information, please visit: http://ir.youdao.com.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding such risks, uncertainties or factors is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

For investor and media inquiries, please contact:

In China:

Pei Du

Youdao, Inc.

Tel: +86-10-8255-8907

E-mail: ir.youdao@service.netease.com

The Piacente Group, Inc.

Emilie Wu

Tel: +86-21-6039-8363

E-mail: youdao@thepiacentegroup.com

In the United States:

The Piacente Group, Inc.

Brandi Piacente

Tel: +1-212-481-2050

E-mail: youdao@thepiacentegroup.com

Exhibit 99.2

NetEase, Inc.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9999)

INSIDE INFORMATION

ANNOUNCEMENT IN RELATION TO
A LISTED SUBSIDIARY — YOUDAO, INC.

This announcement is made by NetEase, Inc. (the “Company”) pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Youdao, Inc. (“Youdao”) has American depositary shares representing its Class A ordinary shares listed on the New York Stock Exchange in the United States and is a subsidiary of the Company. In a filing made with the U.S. Securities and Exchange Commission (“SEC”) today, Youdao announced its summer business updates, as stated below.

Summer is a popular season for Chinese students to enroll in after-school tutoring courses for the coming academic year. Youdao is pleased to report that its paid student enrollments* for K-12 courses of Youdao Premium Courses amounted to over 460,000 in the two-month period of July and August 2020, representing an increase of over 500% compared to the corresponding period of 2019.

To take advantage of the tremendous growth potential of China’s online education industry, Youdao has steadily strengthened its core teaching and content development capabilities. Furthermore, to tap into the summer season opportunity, Youdao has significantly increased its sales and marketing efforts. While such investments may widen Youdao’s net losses for this ongoing quarter, Youdao expects to benefit from these measures in the long run.

Paid student enrollments are subject to future adjustments (such as refunds) and represent only one measure of Youdao’s performance and should not be relied on as an indicator of Youdao’s financial results, which depend on a variety of factors. Such financial results will be released when Youdao announces its earnings for the third quarter of 2020.

If Youdao’s net losses increase as expected in this ongoing quarter, it could potentially impact the Company’s consolidated net income during such period.

Youdao’s filing with the SEC is also disclosed by the Company on the Company’s website at http://ir.netease.com and on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk as an Overseas Regulatory Announcement.

Note:

* “paid student enrollments” for a specified period refers to the cumulative number of paid courses enrolled in by Youdao’s students, including multiple paid courses enrolled in by the same student, after deducting the number of courses the tuition of which were fully refunded. “Paid courses” refers to Youdao’s online courses for which it charges not less than RMB50 per course package.

Hong Kong, September 1, 2020

As at the date of this announcement, the board of directors of the Company comprises Mr. William Lei Ding as the director, and Ms. Alice Cheng, Mr. Denny Lee, Mr. Joseph Tong, Mr. Lun Feng, Mr. Michael Leung and Mr. Michael Tong as the independent directors.

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