SecProbe.io

August 8, 2011
 Via-Email

Onward Choi Acting Chief Financial Officer NetEase.Com, Inc. 26/F, SP Tower D Tsinghua Science Park Building 8 No. 1 Zhongguancun East Road, Haidian District Beijing 100084, People’s Republic of China
Re: NetEase.Com, Inc.
 Form 20-F for the Fiscal Year Ended December 31, 2010
Filed June 22, 2011 File No. 0-30666

Dear Mr. Choi:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Item. 4  Information on the Company, page 23

 A.  History and Developmen t of the Company, page 23

1. Please discuss your material commitments for capital expenditures currently in progress,
if any, and the source of funds needed to fulfill such commitments.  As applicable, please provide us with your proposed disclosure.  Please see Item 4.A.6. of Form 20-F.

Mr. Onward Choi NetEase.Com, Inc.  August 8, 2011 Page 2

 B.  Business Overview, page 24

 Our Organizational Structure, page 25

2. We note the diagram you provide on page 27 depicting the group structure of your
principal subsidiaries and affiliated compan ies.  Please ensure that the disclosure
accompanying this diagram explains the role each  of those entities plays in your overall
business plan.  Please also provide us  with your proposed disclosure.
 Item 5.  Operating and Financial Review and Prospects, page 43

 A.  Operating Results, page 43

 Our Corporate Structure, page 43

3. Please tell us your considerati on of disclosing the nature a nd significant provisions of the
contractual agreements between  you and your subsidiaries an d the consolidated variable
interest entities, including how  net income is attributed to  non-controlling interest, how
contract terms grant power to direct signi ficant activitie s and the right to economic
returns, the risks in enforceability of th e contracts and nonperformance by the variable
interest entities and the potential impact of those risks, includ ing the potential for
deconsolidation.

4. Please disclose information that allows investor s to evaluate the nature of assets held by,
and the operations of, entities ap art from your consolidated variab le interest entities.  The
information should be in sufficient detail to convey the assets and operations that are not
subject to involvement with your consolid ated variable inte rest entities.
 Year Ended December 31, 2010 Compared to Year Ended December 31, 2009, page 52

 Gross Profit, page 54

5. We note your statement on page 55 that “[t]he  decrease in gross pr ofit margin for online
game services in 2010 was mainly due to th e increased cost of revenues which outpaced
the increase in net revenues, and this was in line with [y]our expectation.”  Please
enhance your disclosure of th ese “expectations” with a view  to providing investors an
outlook on the anticipated trend(s) for your gr oss profit margins (i.e . whether you expect
this decrease to continue and if so, why) a nd provide us with your proposed disclosure.
Please see Item 5.D of Form 20-F.  We reissue comment one in our letter dated
September 22, 2009 as it pert ains to this point.

Mr. Onward Choi NetEase.Com, Inc.  August 8, 2011 Page 3

 B.  Liquidity and Capital Resources, page 60

6. Please disclose how cash is transferred to your  PRC subsidiaries and variable interest
entities, and conversely, how earnings a nd cash are transferred from your PRC
subsidiaries and variable in terest entities to offshore co mpanies.  In addition, please
disclose restrictions that impact ability to tr ansfer cash within the corporate structure.

7. Please disclose the amount of cash and time de posits held by your PRC subsidiaries and
variable interest en tities, whether you in tend to transfer the funds to your non-PRC
entities and whether you would need to accrue and pay with holding and other taxes if
funds were transferred to your non-PRC entities.
 Item 6.  Directors, Senior Ma nagement and Employees, page 66

 B.  Compensation, page 67

 Director Compensation, page 67

8. Please provide the details of your directors’ se rvice contracts with th e company or any of
your subsidiaries providing for benefits upon termination of employment, or an
appropriate negative statement.  Please provide  us with your proposed disclosure.  Please
see Item 6.C.2 of Form 20-F.  We reissue comment three in our letter dated September
22, 2009 as it pertains to this point.
 E.  Share Ownership, page 72

9. As appropriate, please disclose any significant change in the percen tage ownership held
by any major shareholders during the past th ree years and provide us with your proposed
disclosure.  Please see Item 7.A.1.b of Form 20-F or tell us why you believe this is
unnecessary.
 Item 7.   Major Shareholders and Related Party Transactions, page 74

 B.  Related Party Tr ansactions, page 74

10. We note your disclosure on page 11 that “the  operation of the online games licensed from
Blizzard is dependent on Shanghai EaseNe t, which is owned by William Lei Ding, our
Chief Executive Officer, director and ma jor shareholder, and has contractual
arrangements with us and with the joint ve nture established between Blizzard and us.”
Please revise the penultimate paragraph on pa ge 76 to state William Lei Ding’s role as
owner of Shanghai EaseNet as we ll as the nature and extent of  these transactions.  Please
provide us with your proposed disclosure.  Please see Item 7.B. of Form 20-F.

Mr. Onward Choi NetEase.Com, Inc.  August 8, 2011 Page 4

 Item 9.  The Offer and Listing, page 77

11. Please provide the information called for by It em 9.A.4 of Form 20-F with respect to the
other market(s) on which your ordinary shares are traded.  In your  proposed disclosure,
please also state the other exchange(s) on whic h your ordinary shares  are listed.   For
example, it appears that your ADRs are traded  on the Singapore Exchange.  Please see
Item 9.C of Form 20-F.
 Item 19.  Exhibits, page 91

12. We note your disclosure on pages 30 and 63 di scussing your game licensing agreements
with Blizzard and the amounts you have guara nteed under these license agreements.  We
further note your disclosure on pages 52 a nd 53 that total net revenues increased by
46.6% to US$834.5 million in 2010, that of this amount US$735.5 million was
attributable to net revenues from online game services and that the latter was “principally
attributable” to, among other thi ngs, “inclusion of the first full  year operation of World of
Warcraft, a game licensed from Blizzard Entert ainment.”  In future filings, please file
these agreements as an exhibit or tell us why you believe this is unnecessary.  Please see
Instruction 4(b)(ii) to It em 19 of Form 20-F.

Consolidated Financial Statements
 Management’s Report on Internal Cont rol over Financial Reporting, page F-1

13. We note that you conduct substantially all of your  operations outside of the United States.
In order to enhance our unders tanding of how you prepare y our financial statements and
assess your internal control over financial reporting, we ask that you provide us with
following information:

 In connection with your process to dete rmine whether your in ternal control over
financial reporting was effective, please describe whether and how you
considered controls to addr ess financial reporting risks that are relevant to all
locations where you have operations.

 If you have an internal aud it function, please describe it a nd explain how, if at all,
that function impacted your evaluation of your internal control over financial
reporting.

 If you maintain your books and records in accordance with U.S. GAAP, describe
the controls you maintain to ensure that the activities you conduct and the
transactions you consummate are recorded in accordance with U.S. GAAP.

 If you do not maintain your books and records in accordance with U.S. GAAP,
tell us what basis of accounting you us e and describe the process you go through

Mr. Onward Choi NetEase.Com, Inc.  August 8, 2011 Page 5

 to convert your books and records to U.S.  GAAP for SEC reporting.  Describe the
controls you maintain to ensure that you have made all necessary and appropriate adjustments in your conversi ons and disclosures.

14. We would like to understand more about the background of the people who are primarily
responsible for preparing and s upervising the preparation of your financial statements and
evaluating the effectiveness of your internal control over financial reporting and their
knowledge of U.S. GAAP and SEC rules and regulations.  Do not identify people by
name, but for each person, please tell us:
 what role he or she takes in preparing your financial statements and evaluating the
effectiveness of your internal control;

 what relevant education and ongoing traini ng he or she has had relating to U.S.
GAAP;

 the nature of his or her contract ual or other relationship to you;

 whether he or she holds and maintains any professional designations such as
Certified Public Accounta nt (U.S.) or Certified Management Accountant; and

 about his or her professional experience, including experience in preparing and/or
auditing financial statements prepared  in accordance with U.S. GAAP and
evaluating effectiveness of internal control over financial reporting.

15. If you retain an accounting firm or other sim ilar organization to prepare your financial
statements or evaluate your internal cont rol over financial repor ting, please tell us:

 the name and address of the acc ounting firm or organization;

 the qualifications of their employees who perform the services for your company;

 how and why they are qualified to prepar e your financial statements or evaluate
your internal control over financial reporting;

 how many hours they spent last year performing these services for you; and

 the total amount of fees you paid to each accounting firm or organization in
connection with the preparation of your financial statements and in connection
with the evaluation of internal control over financial reporting for the most recent
fiscal year end.

16. If you retain individuals who are not your employees and are not employed by an
accounting firm or other similar organization to prepare your financial statements or

Mr. Onward Choi NetEase.Com, Inc.  August 8, 2011 Page 6

 evaluate your internal contro l over financial reporting, do not provide us with their
names, but please tell us:
 why you believe they are qualified to pr epare your financial statements or
evaluate your internal contro l over financial reporting;

 how many hours they spent last year performing these services for you; and

 the total amount of fees you paid to each individual in connection with the
preparation of your financial statements and in connection with the evaluation of
internal control over financial reporting for the most recent fiscal year end.

17. We note that you identify Mr. Joseph Tong, a member of your audit committee, as a
financial expert.  Please describe the financia l expert’s qualifications , including the extent
of the financial expert’s knowledge of U.S. GAAP and internal control over financial
reporting.

Notes to the Consolidated Fi nancial Statements, page F-7

18. Please tell us your considerat ion of disclosing whether valu e added taxes are presented on
a gross basis (included in revenues and costs)  or a net basis (excluded from revenues).
For any such taxes that are re ported on a gross basis, please disclose the amounts of those
taxes for each period for which an income statement is presented if those amounts are
significant.  Refer to ASC 605-45-50-3 and 605-45-50-4.  Please also tell us your
consideration of disclosing how value added taxes receivable from customers is presented
on balance sheet and your consideration of  quantifying such amounts recorded in
accounts receivable.
 Note 1.  Organization and Natu re of Operations, page F-7

 (a)  The Group, page F-7

19. We note your disclosure in the first paragr aph that you have eight variable interest
entities (“VIEs”) for which you are the primar y beneficiary.  Please identify the variable
interest entities and provide disclosures that give financial statement users an
understanding of the significan t judgments and assumptions made in determining whether
to consolidate the VIEs, the nature of risks associated with your involvement with the
VIEs including the financing of the VIEs  and how your involvement with the VIEs
affects your financial performance and cash flows.  Refer to ASC 810-10-50-2AA.

20. We note that HZ Leihuo and SH EaseNet, and its joint venture enti ties, are not included
in the organization chart on page 27.  Please advise.

Mr. Onward Choi NetEase.Com, Inc.  August 8, 2011 Page 7

 Note 2.  Principal Accounting Policies, page F-11

 (m)  Share-based compensation, page F-14

21. We note that RSU’s to be settled in either stock or cash at your di scretion are accounted
for as liability awards until the date when se ttlement in stock or cash is determined.
Please tell us the facts and circumstances that support your accoun ting policies for these
awards including the initial li ability classification and subseq uent equity classification, if
applicable.  In doing so, please describe to us the terms of the awards that drive the
classifications and your application of  the guidance in ASC 718-10-25-15.
 Note 10.  Taxation, page F-26

 (d)  Withholding income tax, page F-31

22. Please disclose the amount of unrecognized defe rred tax liabilities rela ted to withholding
income taxes that are indefinitely reinvested earnings or a statement that determination is
not practicable.  Please also te ll us and clarify your disclosure here or under Note 10(a) to
discuss whether any of the Group’s non-PRC companies are taxed on dividends from the
Group’s PRC companies.  Refe r to ASC 740-30-50-2c.

Note 23.  Restricted Net Assets, page F-42
23. We note your disclosure that relevant PRC laws and regulations permit PRC companies
to pay dividends only out of their retained ea rnings, if any, as determined in accordance
with PRC accounting standards and regulations .  Please tell us your  consideration of
describing any other significan t restrictions on the payment of dividends, indicating their
sources and pertinent provisions.  In addi tion, please tell us your consideration of
disclosing the amount of retained earnings or net income restrict ed or free of restrictions.
Refer to Rule 4-08(e)(1) of Regulation S-X.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. Onward Choi NetEase.Com, Inc.  August 8, 2011 Page 8

 the company may not assert staff comments as  a defense in any pr