UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*
Netease.com, Inc.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
| 64110 W102 (CUSIP Number) |
December 31, 2004
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | This Amendment No. 2 to Schedule 13G is deemed to amend the Schedule 13G filed with the U.S. Securities and Exchange Commission on January 31, 2001 and Amendment No. 1 to Schedule 13G filed on February 17, 2004. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 8 Pages
| CUSIP No. 64110 W102 |
13G | Page 2 of 8 Pages |
| 1. | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Mr. William Lei Ding |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨ |
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| 3. | SEC USE ONLY
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. SOLE VOTING POWER
0 6. SHARED VOTING POWER
1,643,024,900 7. SOLE DISPOSITIVE POWER
0 8. SHARED DISPOSITIVE POWER
1,643,024,900 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,643,024,900 ordinary shares (1,370,249 American Depositary Shares representing 137,024,900 ordinary shares and 1,506,000,000 ordinary shares) held in the name of Shining Globe International Limited, a British Virgin Islands company and a reporting person listed on the next page of this statement on Schedule 13G. Mr. William Lei Ding is the sole beneficial owner of Shining Globe International Limited. |
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| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.1% |
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| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
| CUSIP No. 64110 W102 |
13G | Page 3 of 8 Pages |
| 1. | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Shining Globe International Limited |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨ |
|||
| 3. | SEC USE ONLY
|
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. SOLE VOTING POWER
0 6. SHARED VOTING POWER
1,643,024,900 7. SOLE DISPOSITIVE POWER
0 8. SHARED DISPOSITIVE POWER
1,643,024,900 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,643,024,900 ordinary shares (1,370,249 American Depositary Shares representing 137,024,900 ordinary shares and 1,506,000,000 ordinary shares) held in the name of Shining Globe International Limited. Mr. William Lei Ding is the sole beneficial owner of Shining Globe International Limited. |
|||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.1% |
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| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
| CUSIP No. 64110 W102 |
13G | Page 4 of 8 Pages |
| Item 1(a). |
NAME OF ISSUER | |||||||||
| This statement relates to the Ordinary Shares (the “Ordinary Shares”) of Netease.com, Inc., a Cayman Islands company (the “Company”). | ||||||||||
| Item 1(b). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES | |||||||||
| The principal executive offices of the Company are located at 2/F, Tower B, Keeven International Research & Development Centre, No. 43 West Road North Third Ring Road, Haidian District, Beijing, The People’s Republic of China 100086. | ||||||||||
| Item 2. |
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby file this statement on Schedule 13G on behalf of Mr. William Lei Ding, a citizen of The People’s Republic of China (“Mr. Ding”) and Shining Globe International Limited, a British Virgin Islands company (“Shining Globe”) (each a “Reporting Person” and collectively, the “Reporting Persons”). Mr. Ding is the sole beneficial owner of Shining Globe International Limited. Consequently, Mr. Ding may be deemed to control Shining Globe International Limited and share with Shining Globe voting and dispositive power over the Ordinary Shares of the Company held by it. MR. DING
(a) Name of Person Filing: William Lei Ding
(b) Address of Principal Business Office: c/o Netease.com, Inc., 2/F, Tower B, Keeven International Research & Development Centre, No. 43 West Road North Third Ring Road, Haidian District, Beijing, The People’s Republic of China 100086
(c) Citizenship: The People’s Republic of China
(d) Title of Class of Securities: Ordinary Shares
(e) CUSIP Number: 64110 W102 |
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| SHINING GLOBE
(a) Name of Person Filing: Shining Globe International Limited
(b) Address of Principal Business Office: c/o Netease.com, Inc., 2/F, Tower B, Keeven International Research & Development Centre, No. 43 West Road North Third Ring Road, Haidian District, Beijing, The People’s Republic of China 100086
(c) Place of Organization: Shining Globe is organized under the laws of the British Virgin Islands.
(d) Title of Class of Securities: Ordinary Shares
(e) CUSIP Number: 64110 W102 |
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| Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: | |||||||||
| CUSIP No. 64110 W102 |
13G | Page 5 of 8 Pages |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) | ||||||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) | ||||||||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c) | ||||||||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) | ||||||||
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E) | ||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F) | ||||||||
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G) | ||||||||
| (h) | ¨ | A savings association as defined in Section 3 (b) of the Federal Deposit Insurance Act (12 U.S.C.1813) | ||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3 (c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) | ||||||||
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J) | ||||||||
| Not applicable. | ||||||||||
| Item 4. |
OWNERSHIP | |||||||||
| The following information with respect to the ownership of the Ordinary Shares of the Company by the persons filing this statement is provided as of December 31, 2004. The percentage amounts are based on 3,154,856,289 Ordinary Shares outstanding as of May 31, 2004, as set forth in the Company’s Report on Form 20-F for the year ended December 31, 2003 filed with the SEC on June 29, 2004.
Because Mr. Ding is the sole beneficial owner of Shining Globe, Mr. Ding may be deemed to control Shining Globe and share voting and dispositive power with Shining Globe over such Ordinary Shares of the Company held by it.
MR. DING |
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| (a) | Amount beneficially owned: | |||||||||
| 1,643,024,900 | ||||||||||
| (b) | Percent of class: | |||||||||
| 52.1% | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| i. | sole power to vote or to direct the vote: 0 | |||||||||
| ii. | shared power to vote or to direct the vote: 1,643,024,900 | |||||||||
| iii. | sole power to dispose or to direct the disposition: 0 | |||||||||
| iv. | shared power to dispose or to direct the disposition: 1,643,024,900 | |||||||||
| CUSIP No. 64110 W102 |
13G | Page 6 of 8 Pages |
| SHINING GLOBE | ||||||||||
| (a) | Amount beneficially owned: | |||||||||
| 1,643,024,900 | ||||||||||
| (b) | Percent of class: | |||||||||
| 52.1% | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| i. | sole power to vote or to direct the vote: 0 | |||||||||
| ii. | shared power to vote or to direct the vote: | |||||||||
| 1,643,024,900 | ||||||||||
| iii. | sole power to dispose or to direct the disposition: 0 | |||||||||
| iv. | shared power to dispose or to direct the disposition: | |||||||||
| 1,643,024,900 | ||||||||||
| Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS | |||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following | ||||||||||
| Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON | |||||||||
| Not applicable. | ||||||||||
| Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY | |||||||||
| The subsidiary, Shining Globe International Limited, which acquired the security being reported on is a Reporting Person in this statement on Schedule 13G. | ||||||||||
| Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP | |||||||||
| The members of this group are set forth as Reporting Persons in this statement on Schedule 13G. | ||||||||||
| Item 9. |
NOTICE OF DISSOLUTION OF GROUP | |||||||||
| Not applicable. |
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| Item 10. |
CERTIFICATION | |||||||||
| Not applicable. |
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| CUSIP No. 64110 W102 |
13G | Page 7 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 4, 2005 | ||
| /s/ William Lei Ding | ||
| Mr. William Lei Ding | ||
| Shining Globe International Limited | ||
| By: | /s/ William Lei Ding | |
| Name: |
William Lei Ding | |
| Title: |
Sole Beneficial Owner and Manager | |
| CUSIP No. 64110 W102 |
13G | Page 8 of 8 Pages |
Exhibit 99.1
CONSENT TO JOINT FILING
OF SCHEDULE 13G
Pursuant to Rule 13d-1(k)(1)(iii) of the Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is, and any future amendments thereto may be, filed on behalf of each of them.
| Dated: February 4, 2005 | ||
| /s/ William Lei Ding | ||
| Mr. William Lei Ding | ||
| Shining Globe International Limited | ||
| By: | /s/ William Lei Ding | |
| Name: |
William Lei Ding | |
| Title: |
Sole Beneficial Owner and Manager | |