Exhibit 99.2
NetEase, Inc.
NetEase Building, No. 599 Wangshang Road
Binjiang District, Hangzhou, 310052
People’s Republic of China
THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 26, 2024
PROXY STATEMENT
General
The board of directors of
NetEase, Inc. (the “Company”, “our company” or “we”) (the “Board”)
is soliciting proxies for use at the 2024 Annual General Meeting of Shareholders to be held on June 26, 2024 at 10:00 a.m., Beijing
time, or at any adjournment or postponement thereof. The 2024 Annual General Meeting of Shareholders will be held at our offices located
at No. 399 Wangshang Road, Binjiang District, Hangzhou, Zhejiang Province, People’s Republic of China, 310052.
We intend to hold the 2024
Annual General Meeting of Shareholders in person at the time and location specified above. In the event that it is not possible or advisable
to hold the 2024 Annual General Meeting of Shareholders at the time or the location specified above, we will announce on our website (http://ir.netease.com),
the website of the U.S. Securities and Exchange Commission (www.sec.gov) and the website of Hong Kong Exchanges and Clearing Limited
(www.hkexnews.hk) alternative arrangements for the meeting as promptly as practicable. Please monitor our website and the websites
of the U.S. Securities and Exchange Commission and Hong Kong Exchanges and Clearing Limited for updated information. If you are planning
to attend the 2024 Annual General Meeting of Shareholders, please check the websites one week prior to the meeting date. As always, we
encourage you to vote your shares by proxy (for holders of ordinary shares) or voting instruction (for holders of ADSs) prior to the 2024
Annual General Meeting of Shareholders.
This proxy statement is available
to shareholders beginning on April 26, 2024, and the voting instruction card is being mailed to holders of our American depositary
shares, known as ADSs, on or about May 30, 2024.
Record Date and Share Ownership
Holders of record of our ordinary
shares as of the close of business, Hong Kong time, on May 24, 2024 are entitled to vote and attend the 2024 Annual General
Meeting of Shareholders and any adjournment or postponement thereof. In order to be eligible to vote at and attend the 2024 Annual General
Meeting of Shareholders, all valid documents for the transfers of shares accompanied by the relevant share certificates must be lodged
with our branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited by 4:30 p.m., Hong Kong time, on
May 24, 2024.
Holders of record of ADSs
as of the close of business, New York time, on May 24, 2024 are entitled to execute and submit voting instructions to The
Bank of New York Mellon, as depositary. Please be aware that, because of the time difference between Hong Kong and New York, if a holder
of ADSs cancels his or her ADSs in exchange for ordinary shares on May 24, 2024, New York time, such holder of ADSs will not be able
to instruct The Bank of New York Mellon, as depositary of the ADSs, as to how to vote the ordinary shares represented by the cancelled
ADSs as described above, and will also not be a holder of those ordinary shares as of the record date applicable to holders of ordinary
shares for the purpose of determining the eligibility to vote at and attend the 2024 Annual General Meeting of Shareholders.
Quorum
The presence of one or more
shareholders holding shares which carry, in aggregate, not less than one-third of the votes attaching to all issued and outstanding shares
and entitled to vote, will constitute a quorum for the transaction of business at the 2024 Annual General Meeting of Shareholders.
Voting and Solicitation
Each ordinary share issued
and outstanding as of the close of business, Hong Kong time, on May 24, 2024 is entitled to one vote. Voting by holders of
ordinary shares at the 2024 Annual General Meeting of Shareholders will be by a poll.
The solicitation materials
are available on the Company’s website (http://ir.netease.com), on the website of the U.S. Securities and Exchange Commission
(www.sec.gov) and on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk).
Voting by Holders of Ordinary Shares
When proxies are properly
dated, executed and returned by holders of ordinary shares, the shares they represent will be voted at the 2024 Annual General Meeting
of Shareholders in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the shares
will be voted in the proxy holder’s discretion. Abstentions by holders of ordinary shares are included in the determination of the
number of shares present and voting but are not counted as votes for or against a proposal.
Holders of record of ordinary
shares registered on our branch register of members in Hong Kong (“Hong Kong register”) as of the close of business,
Hong Kong time, on May 24, 2024 may either (1) attend the 2024 Annual General Meeting of Shareholders in person to vote
or (2) return a properly dated and executed proxy card by mail or by hand to Computershare Hong Kong Investor Services Limited at
17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, which should be received by no later than 10:00 a.m., Hong Kong
time, on June 24, 2024.
Holders of record of ordinary
shares registered on our principal register of members in the Cayman Islands (“Cayman register”) as of the close
of business, New York time, on May 24, 2024 may either (1) attend the 2024 Annual General Meeting of Shareholders in person
to vote or (2) return a properly dated and executed proxy card by e-mail to ir@service.netease.com, by no later than 10:00 a.m.,
Hong Kong time, on June 24, 2024.
Holders of record of ordinary
shares registered on our Hong Kong register or Cayman register wishing to attend the 2024 Annual General Meeting of Shareholders in person
to vote must present valid proof of identification.
Those who hold ordinary shares
indirectly through a brokerage firm, bank or other financial institution must return a voting instruction form to their brokerage firm,
bank or other financial institution to have their shares voted on their behalf. Please contact your brokerage firm, bank or other financial
institution for information on how to do so.
Those who hold our ordinary
shares indirectly through a brokerage firm, bank or other financial institution who wish to attend the 2024 Annual General Meeting of
Shareholders and/or vote in person should contact their brokerage firm, bank or other financial institution to arrange for such attendance
and bring valid proof of identification to the 2024 Annual General Meeting of Shareholders.
Voting by Holders of ADSs
Holders of record of ADSs
are not entitled to vote at the 2024 Annual General Meeting of Shareholders but can execute and submit voting instructions to The Bank
of New York Mellon, as depositary of the ADSs.
Holders of ADSs who wish to
exercise their voting rights for the underlying ordinary shares must act through The Bank of New York Mellon by submitting a voting instruction
card to The Bank of New York Mellon. We have instructed The Bank of New York Mellon to disseminate to ADS holders a voting instruction
card and a notice of meeting providing to ADS holders information with regard to the 2024 Annual General Meeting of Shareholders and a
statement and instructions as to voting by ADS holders on or about May 30, 2024. If you wish to have The Bank of New York Mellon,
through its nominee or nominees, vote the ordinary shares represented by your ADSs, you will need to execute and timely forward to The
Bank of New York Mellon the voting instruction card sent to you by The Bank of New York Mellon in accordance with the instructions provided
by The Bank of New York Mellon. The voting instruction card should be executed in such a manner as to show clearly how you wish to vote
in regard to each matter to be considered at the 2024 Annual General Meeting of Shareholders.
Upon the timely receipt of
a properly completed ADS voting instruction card by The Bank of New York Mellon, it, as depositary of the ADSs, will endeavor, to the
extent practicable and legally permissible, to vote or cause to be voted at the 2024 Annual General Meeting of Shareholders the number
of ordinary shares represented by the ADSs evidenced by American depositary receipts related to those ADSs, in accordance with the instructions
set forth in the voting instruction card. The Bank of New York Mellon has advised us that it will not vote or attempt to exercise the
right to vote other than in accordance with those instructions or as described in the paragraph below. As the holder of record for all
the ordinary shares represented by the ADSs, only The Bank of New York Mellon may vote those ordinary shares at the 2024 Annual General
Meeting of Shareholders. Holders of ADSs may attend, but may not vote at, such meeting.
If (1) the ADS voting
instruction card is signed but is missing voting instructions, (2) the enclosed ADS voting instruction card is improperly completed
or (3) no ADS voting instruction card is received by The Bank of New York Mellon from a holder of ADSs prior to 12:00 p.m., New
York Time, on June 13, 2024, The Bank of New York Mellon will deem such holder of ADSs to have instructed it to give a proxy
to the chairman of the 2024 Annual General Meeting of Shareholders to vote in favor of each proposal recommended by our Board and against
each proposal opposed by our Board.
Revocability of Proxies
Any proxy given by a holder
of ordinary shares pursuant to this solicitation may be revoked by the person giving it at any time before its use by:
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holders of ordinary shares registered on our Hong Kong register by executing and delivering a written notice of revocation or a duly executed proxy bearing a later date by mail or hand to Computershare Hong Kong Investor Services Limited pursuant to the instructions above, which should be received by 10:00 a.m., Hong Kong time, on June 24, 2024; |
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holders of ordinary shares registered on our Cayman register by executing and delivering a written notice of revocation or a duly executed proxy bearing a later date by e-mail to ir@service.netease.com pursuant to the instructions above by 10:00 a.m., Hong Kong time, on June 24, 2024; or |
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attending the 2024 Annual General Meeting of Shareholders and voting in person for holders of ordinary shares registered on our Hong Kong or Cayman registers. Attendance at the 2024 Annual General Meeting of Shareholders in and of itself does not revoke a prior proxy. |
Those who hold our ordinary
shares indirectly through a brokerage firm, bank or other financial institution and holders of ADSs who wish to change or revoke their
voting instructions should contact their brokerage firm, bank or other financial institution or our depositary, The Bank of New York Mellon,
as applicable, for information on how to do so.
Deadline for Shareholder Proposals
Proposals which our shareholders
wish to be considered for inclusion in our proxy statement and proxy card for the 2025 Annual General Meeting of Shareholders must be
received by December 31, 2024 at No. 399 Wangshang Road, Binjiang District, Hangzhou, Zhejiang Province, People’s Republic
of China 310052, Attention: Investor Relations. The submission of a proposal does not assure that it will be included in the proxy statement
or the proxy card.
PROPOSAL 1
ORDINARY RESOLUTION
ELECTION OF DIRECTORS
The Board has nominated the
following five directors for re-election at the 2024 Annual General Meeting of Shareholders: Mr. William Lei Ding, Ms. Alice
Cheng, Ms. Grace Tang, Mr. Joseph Tong and Mr. Michael Leung. Each director to be elected will hold office until the next
annual general meeting of shareholders and until such director’s successor is elected and is duly qualified, or until such director
is otherwise vacated in accordance with the Company’s Memorandum and Articles of Association. All of the nominees have been previously
elected by our shareholders. Our Articles of Association presently authorize up to ten board positions. The election of each nominee shall
be voted on as a separate resolution.
Shares represented by executed
proxies will be voted, if authority to do so is not withheld, for the election of the five nominees named below. The Board has no reason
to believe that any of the nominees named below will be unable or unwilling to serve as a director if elected. In the event that any nominee
should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute
nominee as management may propose.
The names of the nominees,
their ages and the principal positions with the Company held by them are as follows:
| Name |
|
Age |
|
|
Position |
| William Lei
Ding |
|
|
52 |
|
|
Director and
Chief Executive Officer |
| Alice Yu-Fen Cheng (1) |
|
|
62 |
|
|
Independent Director |
| Grace Hui Tang (1) |
|
|
64 |
|
|
Independent Director |
| Joseph Tze Kay Tong (1) |
|
|
61 |
|
|
Independent Director |
| Michael Man Kit Leung |
|
|
70 |
|
|
Independent Director |
| |
(1) |
Member of the audit, compensation, nominating and environmental, social and governance (ESG) committees. |
Directors Nominated for Election
at the 2024 Annual General Meeting of Shareholders
Lei
Ding, also known as William Lei Ding, our founder, has served as a director of our company since July 1999 and
as Chief Executive Officer for the NetEase group since November 2005. From March 2001 until November 2005, Mr. Ding
served as our chief architect, and from June 2001 until September 2001, he served as our acting chief executive officer and
acting chief operating officer. From July 1999 until March 2001, Mr. Ding served as co-chief technology officer, and from
July 1999 until April 2000, he also served as our interim chief executive officer. Mr. Ding holds a Bachelor of Science
degree in Communication Technology from the University of Electronic Science and Technology of China.
Alice
Yu-Fen Cheng, also known as Alice Cheng, has served as a director of our company since June 2007. Ms. Cheng
has also served as a non-executive director of J&T Global Express Limited since May 2020 and as a member of its audit committee
since the company listed on the Hong Kong Stock Exchange in October 2023 (HKEX: 1519). From 2005 to 2021, Ms. Cheng served as
the chief financial officer of BBK Electronics Corp., Ltd., a PRC-based manufacturer of audio-visual equipment. From 2010 to 2013,
Ms. Cheng served as a supervisor of Wistron Information Technology Corporation in Taiwan, an information technology company with
operations in Taiwan, China and Japan. From 2002 to 2005, Ms. Cheng served as financial controller of Wistron Corporation, a Taiwanese
original design manufacturer of notebook computers and other electronics. Prior to that, Ms. Cheng held various positions with Acer
Inc., a Taiwanese computer manufacturer, culminating in the position of financial controller. Ms. Cheng received a Bachelor of Accounting
from the Chinese Culture University in Taiwan in 1983 and a Master of Business Administration from the Thunderbird School of Global Management
in Arizona in 2003. Ms. Cheng is also licensed as a certified public accountant in Taiwan and the PRC.
Grace
Hui Tang, also known as Grace Tang, has served as a director of our company since July 2022. Ms. Tang worked
at PricewaterhouseCoopers for more than 30 years, including approximately 19 years as an audit partner in Hong Kong and Chinese mainland,
until her retirement in 2020. At PricewaterhouseCoopers, Ms. Tang was responsible for the audits of numerous public and private companies
in Hong Kong, China mainland, the United States and other jurisdictions. Since 2009, she has also been a professor at the Guanghua School
of Management of Peking University where she teaches courses on accounting and auditing for the graduate school of the accounting department
and on career development. Since September 2022, Ms. Tang has been teaching accounting and auditing courses to foreign students
at Beijing Foreign Studies University as a professor. In addition, Ms. Tang serves as an independent director of Textainer Group
Holdings Ltd. (NYSE: TGH), Brii Biosciences Ltd. (HKEX: 2137), Elkem ASA (OSLO: ELK), ECARX Holdings Inc. (Nasdaq: ECX) and Pirelli &
C.S.p.A. (PIRC.MI). Ms. Tang received a bachelor’s degree in accounting from the University of Utah and a Master of Business
Administration degree from Utah State University. Ms. Tang is a U.S. certified public accountant and a fellow of the Hong Kong Institute
of Certified Public Accountants.
Joseph
Tze Kay Tong, also known as Joseph Tong, has served as a director of our company since March 2003. From January 2003
to November 2021, Mr. Tong was a director of Parworld Investment Management Limited, which provides financial and investment
advisory services. From December 2002 until April 2004, Mr. Tong was engaged in establishing offices and operations in
Hong Kong and China mainland, setting up accounting and internal control policies and overseeing the overall operations for TLM Apparel
Co., Ltd., a garment trading company operating in Hong Kong and China mainland which he co-founded. Prior to that, from September 2000
to September 2002, Mr. Tong was the e-commerce director of the Asia Region for Universal Music Limited where he was responsible
for forming e-business development strategies and overseeing new promotional opportunities. Mr. Tong received a Bachelor of Social
Science degree with honors in Accounting and Statistics from the University of Southampton, England. He is a member of the American Institute
of Certified Public Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants.
Michael
Man Kit Leung, also known as Michael Leung, has served as a director of our company since July 2002. Mr. Leung
was a responsible officer of Grand Moore Capital Limited from September 2019 to November 2021. Mr. Leung was appointed
executive director of Unitas Holdings Limited (stock code: 8020) from September 2011 to November 2018, and served as a responsible
officer from May 2011 to November 2018 of Chanceton Capital Partners Limited, a subsidiary of Unitas Holdings Limited. Previously,
Mr. Leung was a director of Emerging Markets Partnership (Hong Kong) Limited, the principal adviser to the AIG Infrastructure Fund
L.P., in 1999. Mr. Leung also held senior positions in the Hong Kong Branch of the Swiss Bank Corporation, SG Securities (HK) Limited
(formerly known as Crosby Securities (Hong Kong) Limited) and Peregrine Capital Limited. Mr. Leung currently is an independent non-executive
director and chairman of the audit committee for Orange Sky Golden Harvest Entertainment (Holdings) Limited (stock code: 1132) and Luye
Pharma Group Ltd. (stock code: 2186), all of which are companies listed on the Hong Kong Stock Exchange. Mr. Leung also serves as
an independent non-executive director on the board of China Ting Group Holdings Limited (stock code: 3398), a company listed on the Hong
Kong Stock Exchange. Mr. Leung received a Bachelor’s Degree in Social Sciences from the University of Hong Kong in October 1977
with a major in Accounting, Management and Statistics.
The election of each nominee
shall be voted on as a separate resolution, and each such resolution is being proposed as an Ordinary Resolution. In order for the election
of any nominee to be validly passed as an Ordinary Resolution, it will need to be approved by a majority of the votes which are cast on
such resolution by those shareholders who are present in person or by proxy and are entitled to vote at the shareholders’ meeting,
at which a quorum is present. In electing directors, each shareholder may cast one vote per share owned for each director to be elected;
shareholders cannot use cumulative voting. The election of each nominee is not dependent on or conditional upon the election of any other
nominee.
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION
OF EACH OF THE NOMINEES NAMED ABOVE.
PROPOSAL 2
ORDINARY RESOLUTION
RATIFICATION OF AUDITORS
Our audit committee recommends,
and our Board concurs, that PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers (collectively, “PwC”)
be appointed as our auditors for the year ending December 31, 2024 for U.S. financial reporting and Hong Kong financial reporting
purposes, respectively. Our Board first appointed PricewaterhouseCoopers Zhong Tian LLP as our independent auditor for U.S. financial
reporting purposes in 2002 and PricewaterhouseCoopers as our auditor and reporting accountant for Hong Kong financial reporting purposes
in 2020.
In the event our shareholders
fail to ratify the appointment, our audit committee will reconsider its selection. Even if the selection is ratified, our audit committee
in its discretion may direct the appointment of a different auditor at any time during the year if the audit committee believes that such
a change would be in the best interests of the Company and shareholders.
A representative of PwC is
expected to be present at the 2024 Annual General Meeting of Shareholders, will have the opportunity to make a statement if he or she
desires to do so, and will be available to respond to appropriate questions.
Proposal 2 is being proposed
as an Ordinary Resolution. In order to be validly passed as an Ordinary Resolution, Proposal 2 will need to be approved by a majority
of the votes which are cast on such resolution by those shareholders who are present in person or by proxy and are entitled to vote at
the shareholders’ meeting, at which a quorum is present.
THE BOARD AND THE AUDIT COMMITTEE RECOMMEND
A VOTE FOR RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN LLP AND PRICEWATERHOUSECOOPERS AS OUR AUDITORS
FOR THE YEAR ENDING DECEMBER 31, 2024 FOR U.S. FINANCIAL REPORTING AND HONG KONG FINANCIAL REPORTING PURPOSES, RESPECTIVELY.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
Our audit committee has adopted
procedures which set forth the manner in which the audit committee will review and approve all audit and non-audit services to be provided
by PwC before that firm is retained for such services. The pre-approval procedures are as follows:
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1) |
Any audit or non-audit service to be provided to us by the auditor must be submitted to the audit committee for review and approval, with a description of the services to be performed and the fees to be charged. |
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2) |
The audit committee in its sole discretion then approves or disapproves the proposed services and documents such approval. |
SHAREHOLDER COMMUNICATIONS WITH THE BOARD
The following procedures have
been established by our Board in order to facilitate communications between our shareholders and our Board:
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1) |
Shareholders may send correspondence, which should indicate that the sender is a shareholder, to our Board or to any individual director by mail to No. 399 Wangshang Road, Binjiang District, Hangzhou, Zhejiang Province, People’s Republic of China 310052, Attention: Investor Relations. |
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2) |
Our General Counsel will be responsible for the first review and logging of this correspondence and will forward the communication to the director or directors to whom it is addressed unless it is a type of correspondence which our Board has identified as correspondence which may be retained in our files and not sent to directors. |
Our Board has authorized the General
Counsel to retain and not send to directors communications that: (a) are advertising or promotional in nature (offering goods or
services), (b) solely relate to complaints by clients with respect to ordinary course of business customer service and satisfaction
issues, or (c) clearly are unrelated to our business, industry, management or board or committee matters. These types of communications
will be logged and filed but not circulated to directors. Except as set forth in the preceding sentence, the General Counsel will not
screen communications sent to directors.
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3) |
The log of shareholder correspondence will be available to members of our Board for inspection. At least once each year, the General Counsel will provide to our Board a summary of the communications received from shareholders, including the communications not sent to directors in accordance with screening procedures approved by our Board. |
ACCESS TO CORPORATE GOVERNANCE POLICIES
We adopted a Code of Business
Conduct which is available on the Company’s website http://ir.netease.com. To the extent required by law, any amendments
to, or waivers from, any provision of the Code of Business Conduct will be promptly disclosed to the public.
Copies of the Company’s
committee charters and Code of Business Conduct will be provided to any shareholder upon written request to the attention of Investor
Relations of NetEase, Inc. at No. 399 Wangshang Road, Binjiang District, Hangzhou, Zhejiang Province, People’s Republic
of China 310052.
ANNUAL REPORT TO SHAREHOLDERS
Pursuant to NASDAQ’s
Marketplace Rules and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, which permit
or require companies to make available their annual report to shareholders on or through the Company’s website, we post our annual
reports on our website. Our annual reports are also filed with the U.S. Securities and Exchange Commission. You may obtain a copy of our
2023 annual report by visiting our website (http://ir.netease.com), the website of the U.S. Securities and Exchange Commission
(www.sec.gov) or the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk).
OTHER MATTERS
We know of no other matters
to be submitted to the 2024 Annual General Meeting of Shareholders. If any other matters properly come before the 2024 Annual General
Meeting of Shareholders, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the
Board may recommend.
By Order of the Board,
NetEase, Inc.
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/s/
William Lei Ding |
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William Lei Ding |
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Director |
Hangzhou, China, April 26, 2024
