SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

SCHEDULE 13G/A

(Rule 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b)(c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)*

 

 

 

 

 

NETEASE.COM, INC.

---

(Name of Issuer)

 

 

ORDINARY SHARES, PAR VALUE $.0001 PER SHARE

---

(Title of Class of Securities)

 

 

		64110W102000
		(CUSIP Number)

 

 

		July 10, 2003
(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

x Rule 13d-1(d)

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

---

CUSIP No.    64110W 10 2000

 

1.		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons               Best Alliance Profits Limited
2.		Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization               British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.    Sole Voting Power                   None   6.    Shared Voting Power                   None   7.    Sole Dispositive Power                   None   8.    Shared Dispositive Power                   None

9.		Aggregate Amount Beneficially Owned by Each Reporting Person               None
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ¨
11.		Percent of Class Represented by Amount in Row (9)               0.0%
12.		Type of Reporting Person               CO

 

---

CUSIP No.    64110W 10 2000

 

1.		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons               Newscorp Cayman International Limited
2.		Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization               British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.    Sole Voting Power                   None   6.    Shared Voting Power                   None   7.    Sole Dispositive Power                   None   8.    Shared Dispositive Power                   None

9.		Aggregate Amount Beneficially Owned by Each Reporting Person               None
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ¨
11.		Percent of Class Represented by Amount in Row (9)               0.0%
12.		Type of Reporting Person               CO

 

---

CUSIP No.    64110W 10 2000

 

1.		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons               The News Corporation Limited
2.		Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization               South Australia, Australia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.    Sole Voting Power                   None   6.    Shared Voting Power                   None   7.    Sole Dispositive Power                   None   8.    Shared Dispositive Power                   None

9.		Aggregate Amount Beneficially Owned by Each Reporting Person               None
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ¨
11.		Percent of Class Represented by Amount in Row (9)               0.0%
12.		Type of Reporting Person               CO

 

---

CUSIP No.    64110W 10 2000

 

1.		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons               K. Rupert Murdoch
2.		Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization               United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.    Sole Voting Power                   None   6.    Shared Voting Power                   None   7.    Sole Dispositive Power                   None   8.    Shared Dispositive Power                   None

9.		Aggregate Amount Beneficially Owned by Each Reporting Person               None
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ¨
11.		Percent of Class Represented by Amount in Row (9)               0.0%
12.		Type of Reporting Person               IN

 

---

Item 1(a). Name of Issuer:

 

Netease.com, Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

Room 1901, Tower E3, The Towers, Oriental Plaza

No. 1, East Chang An Avenue

Dong Cheng District

Beijing 100738

People’s Republic of China

 

Item 2(a). Name of Person Filing:

 

Best Alliance Profits Limited

Newscorp Cayman International Limited

The News Corporation Limited

K. Rupert Murdoch

 

Item 2(b). Address of Principal Office, or if None, Residence:

 

Best Alliance Profits Limited

P.O. Box 957

Offshore Incorporations Centre

Road Town, Tortola

British Virgin Islands

 

Newscorp Cayman International Limited

c/o Maples and Calder

P.O. Box 309, Ugland House

South Church Street

Grand Cayman, Cayman Islands

 

The News Corporation Limited (“News Corporation”)

2 Holt Street, Sydney

New South Wales 2010, Australia

 

K. Rupert Murdoch

1211 Avenue of the Americas

New York, NY 10036

 

6

---

Item 2(c). Citizenship or Place of Incorporation for each Reporting Person:

 

Best Alliance Profits Limited is a corporation incorporated in the British Virgin Islands.

 

Newscorp Cayman International Limited is a corporation incorporated in the Cayman Islands.

 

News Corporation is a corporation incorporated under the laws of and registered in the Commonwealth of Australia.

 

Mr. Murdoch is a United States citizen.

 

Item 2(d). Title of Class of Securities:

 

Ordinary Shares, par value $.0001 per share.

 

Item 2(e). CUSIP Number:

 

64110W102000

 

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a)		¨		Broker or dealer registered under Section 15 of the Exchange Act.
(b)		¨		Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)		¨		Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d)		¨		Investment company registered under Section 8 of the Investment Company Act.
(e)		¨		An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)		¨		An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)		¨		A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)		¨		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i)		¨		A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
(j)		¨		Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box. :

 

 

7

---

Item 4. Ownership:

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount Beneficially Owned:

(b)

Percent of Class:

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote:

(ii)

shared power to vote or to direct the vote:

(iii)

sole power to dispose or to direct the disposition of:

(iv)

shared power to dispose or to direct the disposition of:

 

Not Applicable.

 

Item 5. Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following : x

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

 

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

 

Not Applicable.

 

Item 8. Identification and Classification of Members of a Group:

 

Not Applicable.

 

8

---

Item 9. Notice of Dissolution of Group:

 

Not Applicable.

 

Item 10(a) and (b). Certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

9

---

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 12, 2004

 

 

10

---

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 12, 2004

 

 

11

---

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 12, 2004

 

 

12

---

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 12, 2004

 

 

13