Youdao Provides Update on Status Under Holding Foreign Companies Accountable Act

Rhea-AI Summary

Youdao, Inc. (NYSE: DAO), a technology-focused learning company in China, has been identified by the SEC as a Commission-Identified Issuer due to its auditor's inability to be inspected by the PCAOB. This designation stems from the filing of its annual report on April 28, 2022, which included an audit report. According to the Holding Foreign Companies Accountable Act (HFCAA), if this situation persists for three consecutive years, Youdao's shares may be prohibited from trading in the U.S. However, Youdao's American Depositary Shares (ADSs) continue to trade without interruption, and the company states this update will not impact its business operations.

Positive

• Youdao's ADSs are trading uninterrupted on the NYSE.
• The company continues to monitor market developments and evaluate strategic options.

Negative

• Youdao's auditor cannot be inspected by the PCAOB, which could lead to trading restrictions under HFCAA if the situation remains for three consecutive years.
• Potential legislation may shorten the non-inspection period from three years to two, increasing the urgency of the compliance issue.

HANGZHOU, China, May 5, 2022 /PRNewswire/ -- Youdao, Inc. ("Youdao" or the "Company") (NYSE: DAO), a leading technology-focused intelligent learning company in China, today provides an update on its status under the Holding Foreign Companies Accountable Act (the "HFCAA").

On May 4, 2022, the U.S. Securities and Exchange Commission (the "SEC") provisionally named the Company as a Commission-Identified Issuer after the Company filed its annual report on Form 20-F for the fiscal year ended December 31, 2021 with the SEC on April 28, 2022, which included an audit report issued by a public accounting firm that the Public Company Accounting Oversight Board (the "PCAOB") has determined that it is unable to inspect or investigate completely. The Company has previously disclosed that its auditor, the independent registered public accounting firm that issued the audit report included in its annual report filed with the SEC, is currently not inspected by the PCAOB, hence the identification by the PCAOB was expected.

In accordance with the HFCAA, if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that cannot be inspected or investigated completely by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit its shares or American depositary shares (the "ADSs") from being traded on a national securities exchange or in the over-the-counter trading market in the United States. In addition, legislation is being considered in the United States to shorten the number of non-inspection years from three years to two.

The Company's ADSs, each of which represents one Class A ordinary share, continue to trade uninterrupted on the New York Stock Exchange.

The Company will continue to monitor market developments and evaluate all strategic options, with the appropriate counsel and guidance. The Company also notes that this update has no impact on its business operations.

About Youdao, Inc.

Youdao, Inc. (NYSE: DAO) is a leading technology-focused intelligent learning company in China dedicated to developing and using technologies to provide learning content, applications and solutions to users of all ages. Building on the popularity of its online knowledge tools such as Youdao Dictionary and Youdao Translation, Youdao now offers smart devices, STEAM courses, adult and vocational courses, and education digitalization solutions. In addition, Youdao has developed a variety of interactive learning apps. Youdao was founded in 2006 as part of NetEase, Inc. (NASDAQ: NTES; HKEX: 9999), a leading internet technology company in China.

For more information, please visit: http://ir.youdao.com. 

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "target," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding such risks, uncertainties or factors is included in the Company's filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

For investor and media inquiries, please contact:

In China:
Jeffrey Wang
Youdao, Inc.
Tel: +86-10-8255-8163 ext. 89980
E-mail: IR@rd.netease.com 

The Piacente Group, Inc.
Emilie Wu
Tel: +86-21-6039-8363
E-mail: youdao@thepiacentegroup.com

In the United States:
The Piacente Group, Inc.
Brandi Piacente
Tel: +1-212-481-2050
E-mail: youdao@thepiacentegroup.com

View original content:https://www.prnewswire.com/news-releases/youdao-provides-update-on-status-under-holding-foreign-companies-accountable-act-301540838.html

SOURCE Youdao, Inc.

FAQ

What did Youdao announce on May 5, 2022?

Youdao announced its status update under the Holding Foreign Companies Accountable Act (HFCAA) after being identified by the SEC as a Commission-Identified Issuer.

How does the HFCAA affect Youdao's shares?

Under HFCAA, if Youdao's audit reports from a non-inspectable auditor persist for three consecutive years, it could lead to prohibiting its shares from trading in the U.S.

What is the current trading status of Youdao's ADSs?

Youdao's American Depositary Shares (ADSs) continue to trade uninterrupted on the New York Stock Exchange.

What could potentially shorten the inspection period for Youdao?

Legislation is being considered in the U.S. that may reduce the permissible non-inspection period from three years to two years under HFCAA.

What is the impact of the SEC's identification on Youdao's business operations?

Youdao has stated that this update has no impact on its business operations.