NetEase, Inc. (abbrev. NetEase) has released its Second Amended and Restated 2019 Share Incentive Plan, an expanded equity compensation scheme that will take effect on 30 June 2026. The revision underpins the company’s conversion to a dual-primary listing status on the Hong Kong Stock Exchange (HKEX) while remaining listed on the NASDAQ, and was filed with the U.S. Securities and Exchange Commission via Form 6-K dated 15 July 2026.

Key changes and highlights:

• Scheme Capacity – Maximum aggregate issuance is the lower of 322.46 million ordinary shares or 10 % of NetEase’s total outstanding share capital (excluding treasury shares) as at the date of shareholder approval. – Within this overall cap, grants funded by newly issued shares to consultants are capped at 1 % of total outstanding shares.

• Instrument Types and Pricing – Awards may be granted as options or restricted share units (RSUs), each potentially accompanied by dividend-equivalent rights. – For options funded by newly issued shares, the exercise price must be no lower than the higher of (i) the HKEX closing price on the grant date or (ii) the average closing price for the five preceding business days (or equivalent NASDAQ prices for ADS-settled options). – Options funded with existing shares can carry variable prices but, for U.S. tax purposes, cannot be below fair market value on the grant date for U.S. taxpayers, and incentive stock options (ISOs) must observe Internal Revenue Code Section 422 limits.

• Vesting & Performance – Awards funded by new shares require an overall vesting period of at least 12 months, with limited exceptions (e.g., make-whole grants for new hires, disability, death, or accelerated performance-based vesting). – Performance metrics may include share price appreciation, total shareholder return, revenue, margin, and other financial indicators, at the administrator’s discretion.

• Governance & Administration – The board or a designated committee (the “Administrator”) will oversee the plan, including grant approvals, vesting schedules, pricing, and any amendments. – A trust structure may be established to facilitate on-market share acquisitions or hold shares/ADSs for participants. – Claw-back provisions allow cancellation or repayment of awards in cases such as gross misconduct or termination for cause.

• Duration & Amendments – The plan, originally effective since February 2023, will run for 10 years through February 2033 unless terminated earlier. – Material amendments, including refreshment of the share limits or changes advantaging participants, require separate shareholder approval as mandated by HKEX Chapter 17.

NetEase’s board, led by Director and CEO William Lei Ding, authorized the filing and confirmed that the plan aligns with both HKEX and U.S. regulatory standards, aiming to enhance talent attraction, retention, and long-term value creation as the company transitions to dual-primary listing status.