Common use of SHARES AND SUBSIDIARIES Clause in Contracts

SHARES AND SUBSIDIARIES. 2.1 As at the date of this Agreement, the authorised share capital of the Company consists of 500,000,000 Ordinary Shares, of which 65,387,160 Ordinary Shares have been allotted and issued as fully paid to NetEase, Inc. and 26,612,840 Ordinary Shares have been allotted and issued as fully paid to Net Depth Holdings, Inc. Part A (Share capitalisation as at Signing) of Schedule 2 (Share Capitalisation) sets out a true, complete, accurate and not misleading list of, as at the date of this Agreement, all holders of Shares or options or other rights convertible into or exchangeable or exercisable for Shares of the Company, together with the number of Shares or rights held by each of them. 2.2 As at Completion, the authorised share capital of the Company consists of (i) 490,000,000 Ordinary Shares, of which 65,387,160 Ordinary Shares have been allotted and issued as fully paid to NetEase, Inc. and 26,612,840 Ordinary Shares have been allotted and issued as fully paid to Net Depth Holdings, Inc.; and (ii) 10,000,000 Series A Preferred Shares, of which 4,867,725 Series A Preferred Shares will be allotted and issued to the Investor and 1,947,090 will be allotted and issued to GOOD SPIRIT LIMITED (晨曜有限公司). Part B (Share capitalisation immediately after Completion) of Schedule 2 (Share Capitalisation) sets out a true, complete, accurate and not misleading list of, immediately after the allotment and issue of the Subscription Shares at Completion, all holders of Shares or options or other rights convertible into or exchangeable or exercisable for Shares of the Company, together with the number of Shares or rights held by each of them. 2.3 The Subscription Shares, when issued at Completion, will comprise 4.46 per cent of the Company’s allotted and issued share capital on a fully diluted and as-converted basis, will be properly allotted and issued as fully paid free of any Encumbrances, and will have the rights, powers and preferences of the Series A Preferred Shares as set out in the Articles of Association. The Ordinary Shares issuable upon the conversion of the Series A Preferred Shares when issued upon such conversion will be properly allotted and issued as fully paid free from any Encumbrances. 2.4 The Company is a holding company and save for its holding of 100 per cent of the share capital in HKCo, the Company has not carried out any business since the date of its incorporation and does not have any assets or liabilities. 2.5 The entire allotted and issued share capital of HKCo is legally and beneficially owned by the Company, and has been properly allotted and issued and is fully paid or credited as fully paid. 2.6 The entire registered capital of each PRC Group Company is legally and beneficially owned by its relevant shareholders as shown in Part B (The Subsidiaries) of Schedule 1 (Information about the Company and the Subsidiaries), and has been fully and validly paid-up in accordance with its articles of association and Applicable Laws. 2.7 The establishment of each PRC Group Company and all subsequent transfers of equity interest therein (where applicable) have been duly approved by the competent Government Authorities in accordance with PRC Applicable Laws. 2.8 The entire allotted and issued share capital of Youdao Kids Genius Center LTD is legally and beneficially owned by the HKCo, and has been properly allotted and issued and is fully paid or credited as fully paid in accordance with its articles of association and Applicable Laws. 2.9 Other than pursuant to the Control Documents and the Transaction Documents, there is no Encumbrance, and there is no agreement, arrangement or obligation to create or give any Encumbrance, in relation to any of the Subscription Shares or shares or equity interests in the capital of any Group Company. 2.10 Other than this Agreement and the Control Documents, there is no agreement, arrangement or obligation requiring the issue, transfer, redemption or repurchase of, or the grant to a person of the right (conditional or not) to require the issue, transfer, redemption or repurchase of, the Shares or any shares or equity interests in the capital of any Group Company (including any right of pre-emption or options or other rights convertible into or exchangeable or exercisable for any shares or equity interests in the capital of any Group Company). 2.11 The information set out in Schedule 1 (Information about the Company and the Subsidiaries) is true, accurate and not misleading. 2.12 No Group Company has or has ever had any subsidiary, branch or representative office other than as set out in Part B (The Subsidiaries) of Schedule 1 (Information about the Company and the Subsidiaries).

SHARES AND SUBSIDIARIES. 2.1 As at the date of this Agreement, the authorised share capital of the Company consists of 500,000,000 Ordinary Shares, of which 65,387,160 Ordinary Shares have been allotted and issued as fully paid to NetEase, Inc. and 26,612,840 Ordinary Shares have been allotted and issued as fully paid to Net Depth Holdings, Inc. Part A (Share capitalisation as at Signing) of Schedule 2 (Share Capitalisation) sets out a true, complete, accurate and not misleading list of, as at the date of this Agreement, all holders of Shares or options or other rights convertible into or exchangeable or exercisable for Shares of the Company, together with the number of Shares or rights held by each of them. 2.2 As at Completion, the authorised share capital of the Company consists of (i) 490,000,000 Ordinary Shares, of which 65,387,160 Ordinary Shares have been allotted and issued as fully paid to NetEase, Inc. and 26,612,840 Ordinary Shares have been allotted and issued as fully paid to Net Depth Holdings, Inc.; and (ii) 10,000,000 Series A Preferred Shares, of which 4,867,725 1,947,090 Series A Preferred Shares will be allotted and issued to the Investor and 1,947,090 4,867,725 will be allotted and issued to GOOD SPIRIT LIMITED (晨曜有限公司)TH EDU CAPITAL FUND I LP. Part B (Share capitalisation immediately after Completion) of Schedule 2 (Share Capitalisation) sets out a true, complete, accurate and not misleading list of, immediately after the allotment and issue of the Subscription Shares at Completion, all holders of Shares or options or other rights convertible into or exchangeable or exercisable for Shares of the Company, together with the number of Shares or rights held by each of them. 2.3 The Subscription Shares, when issued at Completion, will comprise 4.46 1.79 per cent of the Company’s allotted and issued share capital on a fully diluted and as-converted basis, will be properly allotted and issued as fully paid free of any Encumbrances, and will have the rights, powers and preferences of the Series A Preferred Shares as set out in the Articles of Association. The Ordinary Shares issuable upon the conversion of the Series A Preferred Shares when issued upon such conversion will be properly allotted and issued as fully paid free from any Encumbrances. 2.4 The Company is a holding company and save for its holding of 100 per cent of the share capital in HKCo, the Company has not carried out any business since the date of its incorporation and does not have any assets or liabilities. 2.5 The entire allotted and issued share capital of HKCo is legally and beneficially owned by the Company, and has been properly allotted and issued and is fully paid or credited as fully paid. 2.6 The entire registered capital of each PRC Group Company is legally and beneficially owned by its relevant shareholders as shown in Part B (The Subsidiaries) of Schedule 1 (Information about the Company and the Subsidiaries), and has been fully and validly paid-up in accordance with its articles of association and Applicable Laws. 2.7 The establishment of each PRC Group Company and all subsequent transfers of equity interest therein (where applicable) have been duly approved by the competent Government Authorities in accordance with PRC Applicable Laws. 2.8 The entire allotted and issued share capital of Youdao Kids Genius Center LTD the UKCo is legally and beneficially owned by the HKCo, and has been properly allotted and issued and is fully paid or credited as fully paid in accordance with its articles of association and Applicable Laws. 2.9 Other than pursuant to the Control Documents and the Transaction Documents, there is no Encumbrance, and there is no agreement, arrangement or obligation to create or give any Encumbrance, in relation to any of the Subscription Shares or shares or equity interests in the capital of any Group Company. 2.10 Other than this Agreement and the Control Documents, there is no agreement, arrangement or obligation requiring the issue, transfer, redemption or repurchase of, or the grant to a person of the right (conditional or not) to require the issue, transfer, redemption or repurchase of, the Shares or any shares or equity interests in the capital of any Group Company (including any right of pre-emption or options or other rights convertible into or exchangeable or exercisable for any shares or equity interests in the capital of any Group Company). 2.11 The information set out in Schedule 1 (Information about the Company and the Subsidiaries) is true, accurate and not misleading. 2.12 No Group Company has or has ever had any subsidiary, branch or representative office other than as set out in Part B (The Subsidiaries) of Schedule 1 (Information about the Company and the Subsidiaries).