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Orbis Investment Management Limited reports beneficial ownership of 6,563,497 American Depositary Shares of Youdao, Inc., representing 20.1% of this class. Orbis has sole voting and sole dispositive power over all of these ADSs, with no shared voting or dispositive authority reported.
The ADSs each represent one Class A ordinary share with a par value of US$0.0001. Orbis notes that other persons have rights to receive dividends or proceeds from the sale of these securities, even though Orbis is the beneficial owner for reporting purposes. The signatory certifies that Orbis operates under a foreign regulatory scheme substantially comparable to that of a functionally equivalent U.S. institution.
Youdao, Inc. Vice President Li Yongwei reported an exercise-and-sell transaction in company shares. On June 29 and 30, 2026, he exercised options for a total of 6,300 Class A Ordinary Shares at an exercise price of $4.5 per share, then sold the same 6,300 shares in open-market trades at weighted average prices of $11.60 and $12.20. Following these transactions, he holds 3,420 Class A Ordinary Shares directly and retains 20,000 options on the underlying shares.
Youdao, Inc. director Lai Jimmy Y. reported an exercise-and-sell transaction plus a new equity award. On May 28, 2026, he exercised options for 3,997 Class A ordinary shares at an exercise price of $4.50 per share and sold the same 3,997 shares at a weighted average of $11.5265 per share, leaving 50,221 Class A ordinary shares held directly after the sale.
On May 29, 2026, he also received a time-based RSU award of 11,450 shares, scheduled to vest on June 1, 2027 with no exercise price, bringing his directly held RSUs to 26,002 units.
Youdao, Inc. reported a compensation-related equity grant to Senior Vice President Wu Yinghui. Wu received 10,000 Restricted Share Units in the form of American Depositary Shares at no purchase price, increasing direct holdings to 18,750 shares after the transaction.
The RSU award is time-based, with 3,000 shares scheduled to vest on September 1, 2026, another 3,000 on September 1, 2027, and 4,000 on September 1, 2028. The award has no exercise price and remains subject to the terms and conditions of the underlying award agreement.
Youdao, Inc. Senior Vice President Peng Su received a grant of 10,000 Restricted Share Units, in the form of American Depositary Shares, as equity compensation. These are time-based RSUs with no exercise price. Following the grant, Su directly holds 18,750 shares.
The award was granted on May 29, 2026 and is scheduled to vest over three dates: 3,000 shares on September 1, 2026, 3,000 shares on September 1, 2027, and 4,000 shares on September 1, 2028, subject to the underlying award agreement’s terms and conditions.
Youdao, Inc. director Shum Heung Yeung received a grant of 11,450 Restricted Share Units in the form of American Depositary Shares. The award was granted on May 29, 2026 as a time-based equity incentive with no expiration date and no exercise price.
All 11,450 RSUs are scheduled to vest on June 1, 2027, subject to the terms and conditions of the underlying award agreement. After this grant, Shum Heung Yeung directly holds 26,002 shares reported in this filing, reflecting a compensation-related increase rather than an open-market purchase.
Youdao, Inc. reported that its president, Jin Lei, received a grant of 82,120 Restricted Share Units in the form of American Depositary Shares on May 29, 2026.
This time-based RSU award has no exercise price or expiration date and vests in three tranches: 24,636 shares on September 1, 2026, 24,636 shares on September 1, 2027, and 32,848 shares on September 1, 2028. Following this grant, Jin Lei directly holds 188,079 shares.
Youdao, Inc. reported that Vice President Li Yongwei acquired 3,420 Class A ordinary shares through the vesting of a performance-based restricted share unit (RSU) award. The award was originally granted on May 30, 2025 and vested on June 1, 2026 with no exercise price.
The RSUs vested in the form of American Depositary Shares, meaning Li received shares as part of compensation rather than buying them in the market. Following this vesting, Li directly holds 3,420 Class A ordinary shares, reflecting a routine equity compensation event.