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CONFIDENTIAL TREATMENT
REQUESTED BY NETEASE, INC.

September 22, 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

Re: NetEase, Inc.

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

Correspondence from the SEC on August 25, 2023
and Follow-up to Correspondence from the SEC on June 5, 2023

File No. 000-30666

Dear Ms. Akst and Ms. Dietz,

This letter sets forth the response of NetEase, Inc. (the “Company”)
to the comment (the “Comment”) that the Company received from the staff (the “Staff”) of the Securities and Exchange
Commission in a letter dated August 25, 2023 in relation to the Company’s response letter dated August 4, 2023 (the “Second
Response”) to the Commission’s comment letter dated July 21, 2023 regarding the Company's annual report on Form 20-F
for the fiscal year ended December 31, 2022. We have included the Comment in bold, and the Company’s responses are set forth
immediately below the Comment. Additionally, for ease of reference, we have included the relevant portion of the Second Response in Appendix
A hereto, and the relevant portion of the Company’s response letter dated June 30, 2023 (the “First Response”
and together with the Second Response, the “Prior Responses”) in Appendix B hereto.

Furthermore, in Appendix C hereto we have included certain follow-up
information in response to comment #2 contained in the SEC’s comment letter to the Company dated June 5, 2023 and the Company’s
reply thereto in the First Response.

1. We note your response to prior comment 3 regarding the proposed treatment of certain deposit arrangements “with original
maturities of twelve months or fewer” as “cash” for purposes of Rule 3a-1 under the Investment Company Act of 1940.
Based on the information you have provided to date, we are unable to concur with your position that these arrangements can be treated
as cash items for purposes of Rule 3a-1. In this regard, we note that you have not provided a sufficiently detailed description of
the material terms of the deposit arrangements, together with an analysis regarding why, specifically, such terms establish that the deposit
arrangements may be treated as cash consistent with applicable Commission or staff guidance. Please provide such description and analysis
to the extent that you believe that it would establish that these deposit arrangements are eligible to be treated as cash items under
the rule. Please also clarify whether you still believe the company is eligible to rely on Rule 3a-1 without treating the relevant
deposit arrangements as cash items.

Response

[Redacted – Confidential Treatment Requested]

*          *          *

    1

CONFIDENTIAL TREATMENT REQUESTED BY NETEASE, INC.

Should
any member of the Staff have any questions or additional comments regarding the Company’s responses to the Staff’s Comments
set forth above, please do not hesitate to contact me at +852 92792755 or paulboltz@oc.netease.com or our outside legal
counsel, George B. Raine of Ropes & Gray LLP, at +1 617 951 7556 or george.raine@ropesgray.com.

  Very truly yours,

  /s/ Paul W. Boltz, Jr.

  Paul W. Boltz, Jr.

  International General Counsel

 cc: Charles Yang, Chief Financial Officer of NetEase, Inc.

George B. Raine, Ropes & Gray LLP

    2

CONFIDENTIAL TREATMENT REQUESTED BY NETEASE, INC.

Appendix A

August 4 Response to SEC Comments

General

 2. We note your response to prior comment 6. You state that
the company believes that it satisfies the	exception from the definition of investment company provided in Section 3(b)(1) of
the Investment	Company Act (the “Company Act”), which provides that an issuer is not an “investment company”
within the meaning of the Company Act if it is “primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries,
in a business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities.” Please explain
the basis for this conclusion, including a detailed discussion of the factors outlined in Tonapah Mining Company of Nevada, 26
SEC 426 (1947) and the application of those factors to the company. In your response, please also explain how the company’s variable
interest entities qualify as wholly-owned subsidiaries as defined in Section 2(a)(43) of the	Company Act.

Response

[Redacted – Confidential Treatment Requested]

 3. Your response to prior comment 6, further states that the company qualifies for the exception from Section 3(a)(1)(C)’s
definition of investment company found in Rule 3a-1 under the Company Act. We note the following in connection with your assertions
and supplemental worksheet:

 • Please provide a detailed legal analysis regarding your proposed treatment of certain deposit arrangements “with original
maturities of twelve months or fewer” as “cash” for purposes of Rule 3a-l, discussing any applicable Commission
or staff statements bearing on this issue.

Response

[Redacted – Confidential Treatment Requested]

 • Your 45% test worksheet (“Worksheet”) notes that certain assets are valued at “equity value.” Please confirm
whether the assets on the Worksheet are valued in accordance with Section 2(a)(41) of the Company Act. If not, please update your
analysis to reflect assets valued consistent with Section 2(a)(41) of the Company Act.

Response

The calculations contained in the Prior Response were calculated
in accordance with Section 2(a)(41) of the Company Act. Where market quotations were readily available for an entity’s securities,
market quotations were used in the calculations. Where market quotations for an entity’s securities were not readily available,
the securities were fair valued in good faith and the fair value was used in the calculations.

    A-1

CONFIDENTIAL TREATMENT REQUESTED BY NETEASE, INC.

 • Please provide additional support on your Worksheet for the income test calculation at the company-level to substantiate your assertion
that the company’s securities represented below 45% of the company’s income as of December 31, 2022.

Response

In response to this section of Comment 3, the Company has
added an additional page to the worksheet titled “Group level 45% income test.”

 • We note that your Worksheet lists twelve subsidiaries under the “income test,” but only lists eleven subsidiaries under
the “asset test.” Please explain this discrepancy.

Response

The worksheets for the income test and the asset test list
the same eleven groups of subsidiaries. The reason that the list for the income test has twelve lines while the list for the asset test
has eleven lines is that the asset test for NetEase, Inc. on a semi-consolidated basis in accordance with Rule 3a-l was contained
on its own page in the worksheet in the Prior Response1 and followed by a page that displayed the asset testing
results for eleven groups of the Company’s subsidiaries, also tested in compliance with Rule 3a-l. On the other hand, the income
test page of the worksheet contained both the testing result for NetEase, Inc. on a semi-consolidated basis in accordance
with Rule 3a-l (See line 1) and the testing results for the same eleven groups of the Company’s subsidiaries, also tested
in compliance with Rule 3a-l. Please refer to the updated worksheet included in this response.

Please update your Worksheet and investment company status
analysis to reflect the above comments. Please confirm whether you still believe that the company is eligible to rely on Rule 3a-l
under the Company Act.

Response

As
stated herein, the Company has updated its Worksheet in response to the above comments. The Company continues to believe that it satisfies
the exception from the definition of investment company provided in Section 3(b)(1) of the Company Act and, additionally, that
it qualifies for the exception from Section 3(a)(l)(C)’s definition of investment company found in Rule 3a-l under
the Company Act.

1 The page titled “group level 45% asset test”.

    A-2

CONFIDENTIAL TREATMENT REQUESTED BY NETEASE, INC.

Appendix B

NetEase Response to Comment 6 Filed with
the SEC June 30, 2023

 6. We note your statement that NetEase, Inc. is a holding company with no significant assets other than cash on hand and its
equity interests in its directly and indirectly- owned subsidiaries. Please provide us with a legal analysis of whether you currently
meet the definition of “investment company” under Section 3(a)(1)(C) of the Investment Company Act (the “Company
Act”). Please include in your analysis the relevant calculation(s) under Section 3(a)(1)(C) (including, where required
by the statute, on an unconsolidated basis), identifying each constituent part of the numerator(s) and denominator(s). Your analysis
should identify and explain which assets held by the company are “investment securities” for purposes of Section 3(a)(2) of
the Company Act, and specifically address how you treat the securities issued by your subsidiaries and the contractual relationships between
your subsidiaries and the variable interest entities. Please provide legal support for any substantive determinations and/or characterizations
of assets that are material to your calculations.

Response

The Company respectfully advises the Staff that the Company
is not an investment company as defined in the Company Act. The Company believes that it satisfies the exception from the definition of
investment company provided in Section 3(b)(1) of the Company Act because, within the meaning of the Company Act, it is primarily
engaged through its wholly owned subsidiaries in the business of providing internet-related services and products and therefore not in
the business of investing, reinvesting or trading in securities.

Though the Company is primarily engaged in the business stated
above through its wholly owned subsidiaries the Company’s structure also includes variable interest entities (“VIEs”).
As discussed below, for purposes of Section 3(b)(1) the Company treats the VIEs as wholly owned subsidiaries. Additionally,
a portion of the Company’s subsidiaries are not wholly owned by the Company. While the non-wholly owned companies are also engaged
in the Company’s non-investment company business, they do not comprise a significant portion of the Company’s total assets
or total net revenues. Because of this, the Company treats itself as primarily engaged through its wholly owned subsidiaries in a non-investment
company business.

The VIEs exist in the Company’s structure solely due
to PRC regulatory restrictions on foreign investment in the certain industries. But for such restrictions, the VIEs would be wholly owned
subsidiaries of the Company and, as discussed below, the VIEs are effectively treated as wholly owned subsidiaries of the Company in all
material respects.

Although
the Company, through its wholly owned subsidiaries, does not own 95% or more of each VIE’s outstanding voting securities, the Company
has the ability to exercise, via certain contractual arrangements, the type of substantial control over the VIEs that a parent
company of a wholly owned subsidiary typically could exercise. The contractual arrangements give the Company the power to exert control
over the management and financial and operating policies of each VIE to the extent that such power and control effectually operates as
owning over 95% of each VIE’s outstanding voting securities. The Company also has an exclusive option to purchase all or part of
the equity interests of each VIE at the minimum price possible to the extent permitted by PRC law. These attributes allow the Company
to be considered the primary beneficiary of each VIE for accounting purposes and to consolidate each VIE’s operating results into
the Company’s financial statements under the U.S. GAAP. Therefore, the Company treats the VIEs as if they were wholly owned subsidiaries
for purposes of its financial statements and its Company Act analysis under Section 3(b)(1).

    B-1

CONFIDENTIAL TREATMENT REQUESTED BY NETEASE, INC.

Though the Company treats VIEs as wholly owned subsidiaries
for the purposes of its analysis under Section 3(b)(1), understanding that the VIEs have a more complicated corporate structure,
the Company also monitors its compliance with another exception from the definition of investment company that would allow the Company
to not be an investment company were the Company to treat the VIEs as not being wholly owned subsidiaries. The Company tests the Company’s
and its various subsidiaries’ assets and income for compliance with Rule 3a-1 under the Company Act. The Company respectfully
advises the Staff that in addition to satisfying the requirements of the exclusion from the definition of investment company found in
Section 3(b)(1), the Company also qualifies for the exception from Section 3(a)(l)(C)’s definition of investment company
found in Rule 3a-l under the Company Act.

For the Staff s reference, the Company is submitting, under
a separate cover and on a confidential, supplemental basis, (i) the semi-consolidated 45% test worksheet of the Company and its subsidiaries
and VIEs as of December 31, 2022 (the “Worksheet”) and (ii) a corporate structure chart for the Company as of December 31,
2022. The Worksheet includes a calculation of the value of the securities owned by the Company expressed as a percentage of the value
of its adjusted total assets, calculated in accordance with the 45% test contained in Rule 3a-l under Company Act (the “45%
Test”), as well as separate calculations for each of its majority-owned subsidiaries and their related VIEs. As discussed above,
the Company is the holding company for the Company’s business, which is carried out by various wholly owned subsidiaries, the VIEs,
certain majority owned subsidiaries and the VIEs with contractual arrangements with those majority owned subsidiaries.

The
Rule 3a-l safe harbor is similar to the quantitative test in Section 3(a)(1)(C) but adds companies “controlled primarily”
by the issuer to the list of “good” assets. Further, unlike the test in Section 3(a)(1)(C), the total assets and net
income tests in Rule 3a-l are calculated on a semi-consolidated basis with respect to the issuer and its subsidiaries. For purposes
of its 45% Test, the Company treats the VIEs as companies “controlled primarily” by the Company. Further, as required by Rule 3a-1
the Company consolidates its financial statements with its wholly owned subsidiaries such that the Company treats the assets and
income of the wholly owned subsidiaries as if the assets were held and the income was earned by the Company.

The 45% Test is a bottom-up analysis and requires the 45%
Test calculation be performed for each non-wholly owned entity in the Company’s corporate structure, starting with the majority-owned
subsidiaries and VIEs at the bottom of the corporate structure, and working up to the holding company.

    B-2

CONFIDENTIAL TREATMENT REQUESTED BY NETEASE, INC.

For each majority-owned subsidiary or VIE controlled by
a majority-owned subsidiary that fails the 45% Test or is engaged primarily in the business of investing, reinvesting, or trading in
securities or engaged in the business of issuing face-amount certificates of the installment type (i.e., an investment company), the
Company treats the securities issued by such majority-owned subsidiary or VIE as bad assets (i.e., securities) for purposes of calculating
the 45% Test of the immediate parent entity of such subsidiary or VIE. For each majority-owned subsidiary or VIE that is not an investment
company, the Company treats the securities issued by such subsidiary or VIE as a good asset (i.e., not a security) for purposes of calculating
the 45% Test of the immediate parent entity of such majority- owned subsidiary or VIE.

Due to the nature of the Company’s busin