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    June 30, 2023

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Technology

    100 F Street, NE

    Washington, D.C. 20549

    Attn:

    Megan Akst

    Christine Dietz

    Kyle Wiley

    Jennifer Thompson

    Re:

    NetEase, Inc.

    Form 20-F for the Fiscal Year Ended December 31,
2022 Filed April 27, 2023

    Correspondences from the SEC on June 5, 2023

    File No. 000-30666

Dear Ms. Akst, Ms. Dietz, Mr. Wiley and
Ms. Thompson,

This letter sets forth the responses of NetEase, Inc. (the “Company”)
to the comments (the “Comments”) that the Company received from the staff (the “Staff”) of the Securities and
Exchange Commission in a letter dated June 5, 2023 (the “Comment Letter”) in relation to the Company’s Form 20-F
for the fiscal year ended December 31, 2022 (the “2022 Annual Report”). We have included the Comments in bold, and the
Company’s responses are set forth immediately below the Comments.

Form 20-F for the Fiscal Year Ended December 31, 2022

Item 5. Operating and Financial Review and Prospects

Factors Affecting our Results of Operations, page 123

1. You indicate that your ability to grow your user base and
drive user engagement and loyalty is a key factor affecting your results of operations. Considering you generate a substantial portion
of your revenue from mobile game users, please tell us your consideration to quantify and discuss daily active users for each period
presented, or explain why you do not consider this to be a key performance measure in analyzing your revenue. Similarly, in light of
the growth in Cloud Music, tell us your consideration to quantify and discuss monthly average users for each period presented. Refer
to SEC Release No. 33-10751.

Response

In response to the Staff’s comment, the Company respectfully
submits that in preparing its disclosure for Item 5 of the 2022 Annual Report, the Company evaluated which information is necessary to
provide readers with an understanding of the Company’s online game business, as required in the instructions to Item 5. As discussed
qualitatively in “Factors Affecting Our Results of Operations” in the 2022 Annual Report, the overall size and growth of the
user bases for the Company’s various services and products is one factor that affects its results of operations. However, the Company
determined that quantitative disclosure regarding players of its online games, such as daily active users or monthly average users, from
period to period does not by itself provide a useful explanation of the Company’s current or future results because there are a
number of additional relevant factors that are not reflected in user numbers, as discussed below.

    1

In particular, the Company
notes that, as disclosed in Item 4 of the 2022 Annual Report, it offers a very large portfolio of games in distinct genres such
as role-playing games, collectible card games, simulation battles, casual party games, battle arena games and massively multi-player online
role-playing games, and the Company’s mobile games generate revenues from sales of in-game virtual items. Such sales are, however,
affected by the specific operational characteristics of the games such as, for example, the types of items which are purchasable (as noted
on page 72 of the 2022 Annual Report, these items include avatars, skills, privileges and other in-game consumables, features and
functionalities), the pricing and popularity of each virtual item, and the amount of gameplay which is available without the purchase
of virtual items and related factors. Moreover, as further explained in Item 5.A “Factors Affecting Our Results of Operations”
in the 2022 Annual Report, the Company’s results of operations are also affected by the level of user engagement, which in the context
of games primarily refers to the total amount of playing time by users and frequency of purchases of virtual items. Additionally, the
revenues generated from games depend to an extent on the proportion of players who are playing games developed in-house by the Company,
games co-developed with third parties or licensed games.

While a large and growing user base is a general indication
of the popularity of the Company’s portfolio of games as a qualitative matter, quantitative disclosure of daily active users or
monthly average users would not take into account the nuances of their purchasing behavior or the other factors mentioned above and could
thus be misleading in that an X% increase in daily active users in Year 1 may not equate to a proportional increase in revenues or net
income in the same or subsequent years. Also, the Company notes the fact that it operates numerous games, the portfolio of games offered
changes from year to year, and the operational characteristics of the different games are too granular to succinctly summarize for readers.
For these reasons, the Company respectfully submits that it does not have a reasonable basis to explain if and to what extent specific
changes in user statistics from year to year may or may not be indicative of past or future financial performance.

To further explain the factors affecting results from the
Company’s online game business discussed above, the Company will revise the following subsection in Item 5.A “Factors Affecting
Our Results of Operations” in its future Form 20-F filings, subject to updates and adjustments to be made in connection with
any material development of the subject matter being disclosed:

Our ability
to grow our user base and drive user engagement and loyalty, as well as the mix of products and services purchased by our users

We
have built a massive and highly engaged user base across our business segments. We generate a substantial part of our revenues through
sales of in-game virtual items and play time, merchandise sales, music streaming, advertising services and tuition fees for online courses.
Our ability to generate these revenues is affected by the size of our user base and the level of their engagement, including, for example,
the amount of time played on our games and the frequency of in-game purchases of virtual items. Our ability to continue to grow our
user base and engagement is driven by various factors, including our ability to offer diverse, attractive and relevant content and services,
deliver differentiated and superior user experiences, improve the community features on our platforms and enhance our brand reputation.
In addition, our results are affected by the mix of products and services purchased by our users. For example, with respect to online
games, our revenues depend in part on the types of virtual items purchased in-game and their pricing, as well as the proportion of players
who are playing games developed in-house by the Company, games co-developed with third parties or licensed games.

    2

The Company further notes that, in contrast to the Company’s
online game services, its Cloud Music business offers a single music subscription platform so the number of monthly average users more
directly correlates with the financial results of that business and can be more readily determined. Such information is also relatively
comparable across the music streaming industry, and thus it is common for participants in this industry such as Cloud Music to disclose
monthly average users (as opposed to the online game industry where it is not customary in the industry to report detailed user statistics).
Cloud Music’s monthly average users can be found on page 81 of the 2022 Annual Report.

Item 16I. Disclosure Regarding
Foreign Jurisdictions that Prevent Inspections, page 194

2. We note your statement that you reviewed your register of members and public filings made by your shareholders, in connection with
your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether
you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response,
please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon
in connection with the required disclosures under paragraphs (b)(2) and (3).

Response

The Company confirms that it has reviewed the list of holders
of ordinary shares registered on its register of members in the Cayman Islands and its register of members in Hong Kong, as well as the
list of registered holders of American depositary shares of the Company maintained by The Bank of New York Mellon, the depositary bank
for the Company’s American depositary share program. It also reviewed the public filings made by the Company’s ADS holders
and shareholders, including filings on Schedule 13D, Schedule 13G and Form 13F and pursuant to the beneficial ownership notification
requirements of the Hong Kong Securities and Futures Ordinance with respect to the Company’s ordinary shares traded on the Hong
Kong Stock Exchange. In reviewing these lists, the Company noted any shareholders which had an address of record in China mainland or
the Cayman Islands, or whose entity names contained the words “China,” “Cayman Islands” or derivatives thereof
or who appeared to use Chinese words in their names.  For this subset of shareholders, the Company compared the names of these shareholders
to known governmental bodies, agencies and entities that are affiliated with any part of the governments in China mainland or the Cayman
Islands and determined that there were no such affiliations known to us.  The Company also determined that none of these shareholders
held more than 16,123,802 ordinary shares (or 3,224,760 ADSs), which is equivalent to approximately 0.5% of the Company’s outstanding
voting interests. The Company further notes that it reviewed the list of participants holding the Company's ordinary shares in the Central
Clearing and Settlement System (CCASS), a book-entry clearing and settlement system for transactions between participants in securities
listed on the Hong Kong Stock Exchange. CCASS participants are banks and brokerages which normally hold shares on behalf of their clients.
As is typical for shares listed in Hong Kong, the list of CCASS participants holding the Company's ordinary shares included several Chinese
state-owned banks, and the Company believes such participants are acting as custodians holding securities on behalf of their clients.
As a follow-up to the Staff's comment, the Company has requested that its Hong Kong share registrar contact the relevant CCASS participants
to attempt to determine if they are holding the ordinary shares on behalf of investors and will provide an update to the Staff if the
results indicate otherwise (but the Hong Kong share registrar will not be able to confirm the identities of the ultimate beneficial owners
of the ordinary shares through this process). As an additional follow-up to the Staff’s comment, the Company also engaged a third-party
financial services firm to conduct a non-objecting beneficial owner (NOBO) search with respect to the Company’s American depositary
shareholders and found that, of the more than 91,000 shareholders named on such list, two appear to be affiliated with state-owned entities
which together own American depositary shares representing approximately 0.00007% of the Company’s total outstanding ordinary shares.

    3

In addition, the Company asked each of its directors
or officers whether they are a member of the Chinese Communist Party (the “CCP”) or employed by any governmental entity
in China mainland or the Cayman Islands. The Company also asked each of its directors and officers to confirm if they were aware of
any governmental entities in the People’s Republic of China (including Hong Kong and Macau) or
the Cayman Islands which own any ADSs or ordinary shares of the Company, or if they were aware of any governmental entities in the
People’s Republic of China (including Hong Kong and Macau) which have a controlling financial interest with respect to the
Company. All of the Company’s directors and officers responded NO to these questions.

With respect to its consolidated foreign operating entities,
the Company reviewed the list of record and beneficial owners of each such entity and applied the same procedures described in the preceding
paragraph for purposes of paragraphs (b)(2) and (b)(3) of Item 16I on Form 20-F. For its two publicly listed subsidiaries,
Youdao, Inc. and Cloud Music Inc., the Company also reviewed the public filings made by the subsidiaries’ ADS holders and shareholders,
including filings on Schedule 13D, Schedule 13G and Form 13F and pursuant to the beneficial ownership notification requirements of
the Hong Kong Securities and Futures Ordinance. In addition, please note that the Company has majority or complete control over the voting
interests of these consolidated foreign operating entities, which necessarily precludes control by any governmental entity.

The Company did not request
any legal opinions to support its disclosures in Item 16I, paragraph (a) and paragraphs (b)(2) and (b)(3) of the 2022
Annual Report, because these disclosures do not appear to be questions of law, but instead, appear to be factual inquiries.  The
Company inquired of several law firms, and they said that they were not willing to give a legal opinion to support the Company’s
disclosures for Item 16I in paragraph (a), (b)(2) or (b)(3).   The Company also did not request any affidavits to support
the factual determinations, because the factual determinations relate solely to the Company and are not otherwise matters that are within
the knowledge or responsibility of third parties.

    4

3. We note that your disclosure pursuant to Item 16I(b)(2) is provided for “our company or any of such variable interest
entities” and pursuant to Item 16I(b)(3) is provided for “NetEase, Inc. or any variable interest entity.”
We also note that your list of significant subsidiaries and variable interest entities in Exhibit 8.1 appears to indicate that you
have subsidiaries in the PRC and Hong Kong that are not included in your VIEs. Please note that Item 16I(b) requires that you provide
disclosures for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures.

•     With
respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign operating entities are
organized or incorporated and provide the percentage of your shares or the shares of your consolidated operating entities owned by
governmental entities in each foreign jurisdiction in which you have consolidated operating entities in your supplemental
response.

Response

The Company has consolidated foreign operating entities,
including variable interest entities or similar structures, which are incorporated in the Cayman Islands, the United Kingdom, Canada,
France, Spain, Ireland, Singapore, Japan, the PRC or Hong Kong.

Based on the review conducted by the Company as described
in its response to comment #2 above, no portion of any of the Company’s consolidated foreign operating entities is owned by any
governmental entity in China mainland or the jurisdiction of their organization. The Company notes that almost all of its subsidiaries
are wholly owned but, among the small number of subsidiaries which are not wholly owned, two are publicly listed, Youdao, Inc. and
Cloud Music Inc., and a significant portion of their shares are held by public shareholders meaning that the ultimate beneficial ownership
of those publicly held shares may not be known to us. Having reviewed the public filings made by the ADS holders or shareholders of each
such subsidiary as described above (and taking reference to Youdao, Inc.’s “Submission under Item 16I(a) of Form 20-F
in relation to the Holding Foreign Compa