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NTES

NetEase, Inc.

June 24, 2026 Author: Phil Ratcliff NTES
Item Proposal Vote
1 PROPOSAL NO. 1: As an ordinary resolution, to re-elect the following six directors of the Company (the "Directors") to serve for the ensuing year until the next annual general meeting of shareholders and until their successors are elected and duly qualified, or until such Directors are otherwise vacated in accordance with the Company's memorandum and articles of association (as amended from time to time):
1a William Lei Ding ✗ Against
1b Alice Yu-Fen Cheng ✓ For
1c Grace Hui Tang ✓ For
1d Joseph Tze Kay Tong ✓ For
1e Michael Man Kit Leung ✓ For
1f Kok Chung Johnny Chan ✓ For
2 PROPOSAL NO 2: As an ordinary resolution, to ratify and approve the appointments of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as auditors of the Company for U.S. financial reporting and Hong Kong financial reporting purposes, respectively, for the fiscal year ending December 31, 2026 and until the conclusion of the next annual general meeting of the Company, and to authorize the Company’s board of directors to fix their remuneration. ✓ For
3 PROPOSAL NO 3: As an ordinary resolution, to grant a general mandate to the Directors to allot, issue or deal with additional ordinary shares in the share capital of the Company (the "Shares") and/or American depositary shares (the "ADSs") representing Shares not exceeding 10% of the total number of issued and outstanding Shares (excluding any Treasury Shares as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HK Listing Rules”)) as at the date of the 2026 Annual General Meeting of Shareholders. ✓ For
4 PROPOSAL NO 4: As an ordinary resolution, to grant a general mandate to the Directors to repurchase Shares and/or ADSs not exceeding 10% of the total number of issued and outstanding Shares (excluding any Treasury Shares) as at the date of the 2026 Annual General Meeting of Shareholders. ✓ For
5 PROPOSAL NO 5:
5a As an ordinary resolution, to amend and restate the Company’s Amended and Restated 2019 Share Incentive Plan as the Second Amended and Restated 2019 Share Incentive Plan. ✓ For
5b Conditional on the passing of the foregoing resolution 5(a), as an ordinary resolution, to approve and adopt the Consultant Sublimit as defined in the Second Amended and Restated 2019 Share Incentive Plan. ✓ For
6 PROPOSAL NO 6: As a special resolution, to amend the existing memorandum and articles of association of the Company by adopting the proposed Third Amended and Restated Memorandum and Articles of Association of the Company in substitution for, and to the exclusion of, the existing memorandum and articles of association of the Company mainly to (i) bring the memorandum and articles of association of the Company in line with the HK Listing Rules in relation to, among other things, allowing hybrid general meetings and electronic voting; and (ii) incorporate certain consequential and housekeeping amendments. ✓ For
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