SecProbe.io

November 20, 2012

Via E -mail
Mr. George Lai
Chief Financial Officer
The9 Limited
Building No. 3, 690 Bibo Road
Zhang Jiang Hi -Tech Park
Pudong New Area, Pudong
Shanghai 201203
People’s Republic of China

Re: The9 Limited
 Form 20-F for the Fiscal Year Ended December 31, 2011
Filed March 22, 2012
File No. 001 -34238

Dear Mr. Lai:

We have reviewed your filing an d have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the req uested
response.   If you do not believe our comment s apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide i n
response to these comment s, we may have  additional comments.

Form 20 -F for the Fiscal Year Ended December 31, 2011

Item 1A.  Risk Factors

General

1. As a public company, your auditor is required by law to undergo regular Public Company
Acco unting Oversight Board (PCAOB) inspections to assess its compliance with U.S.
law and professional standards in connection with its audits of financial statements filed
with the SEC.   The PCAOB, however, is currently unable to inspect the audit work and
practices of your auditor (see
http://pcaobus.org/International/Inspections/Pages/IssuerClientsWithoutAccessList.aspx ).

Mr. George Lai
The9 L imited
November 20, 2012
Page 2

 As a result of this obstacle, invest ors in U.S. markets who rely on your auditor’s audit
reports are deprived of the benefits of PCAOB inspections of auditors.   Therefore, please
state this fact under a separate risk factor heading.   Explain that this lack of inspection
prevents the PCAOB fr om regularly evaluating your auditor’s audits and its quality
control procedures.

Item 5.  Operating and Financial Review and Prospects

Critical Accounting Policies, page 47

2. Considering your disclosures regarding the risks and uncertainties of doing business
through VIE contractual arrangements in the PRC, along with the various factors
considered when consolidating such entities, tell us your consideration to include a
discus sion of your consolidation policy in your critical accounting policy disclosures.  In
this regard, we refer you to your response letter dated December 16, 2010 (comment 1)
where you acknowledged the guidance in Section V of SEC Release No. 33 -8350 and
indicted that you would include your consolidation policy as it relates to your VIEs in
your future critical accounting policy disclosures.  Please include in your response your
proposed revised disclosures.

Results of Operations, page 52

3. Please describe fu rther the key metrics that impact your business.  In this regard, tell us
your consideration to disclose, for example, the average number of users, the number of
paying players, the average revenue per player, and/or the average period that a player
typica lly plays the game and include a discussion that correlates these metrics to changes
in your results of operations.  It appears that this would be important information to the
users of your financial statements since users are a critical component of your business.
In addition, please clarify whether there are any other operational statistics and usage
patterns monitored by the company which affect your results of operations. We refer you
to Section III.B of SEC Release 33 -8350 for guidance.

Liquidity a nd Capital Resources, page 56

4. We note from various disclosures throughout the filing that restrictions on currency
exchange may limit your ability to distribute funds outside of China.  Please consider
revising your disclosures here to include a discussio n of these restrictions and how they
impact your ability to pay dividends and meet your cash obligations outside of China. We
refer you to Item 5.B.1(b) of Form 20 -F. Also, include a discussion of how earnings flow
through the corporate structure, describi ng how funds are transferred from your PRC
subsidiaries and consolidated affiliated entities to your entities outside of the PRC.
Please include in your response your proposed revised disclosure.

Mr. George Lai
The9 L imited
November 20, 2012
Page 3

 5. We note your disclosures in Note 26 regarding the statut ory reserve requirements for
certain of your PRC subsidiaries and consolidated affiliated entities.  Please tell us your
consideration to include a discussion of these reserve requirements here and their
potential impact on the company’s liquidity.  Please  include in your revised disclosures
the amount of unrestricted net assets that would be available to the parent holding
company if it were to pay dividends or to satisfy any cash obligations of the parent
company. We refer you to Item 5.B.1(b) of Form 20 -F.  Also, tell us and disclose whether
there are any significant differences between accumulated profits as calculated pursuant
to PRC accounting standards and regulations and the accumulated profits as presented in
your financial statements. Please includ e in your response your proposed revised
disclosures.

Item 15.  Controls and Procedures

Disclosure Controls and Procedures, page 83

6. Your disclosures on page 83 refer to management’s evaluation of the company’s internal
control over financial reportin g rather than their evaluation of the company’s disclosure
controls and procedures.  Revise to disclose management’s conclusions regarding the
effectiveness of the company’s disclosure controls and procedures.  We refer you to Item
307 of Regulation S -K an d Exchange Act Rules 13a -15e and 15d -15.

Item 18.  Financial Statements

Revenue Recognition, page F -20

7. Please explain further how you determine the average lives of your in -game perpetual
features.  In this regard, as it appears you are using a user -based model, please clarify
whether your analysis is based on average playing time for paying players or whet her you
also include non -paying players in your analysis.  Also, explain how you apply the other
factors considered in your analysis such as player behavior patterns, acceptance and
popularity of expansion packs, promotional events etc.  Tell us when you l ast revised the
estimated life for the in -game perpetual features.  Lastly, please tell us the amount of
revenue recognized during fiscal 2011 and 2010 for each of (a) in -game features that are
immediately consumed, (b) premium features with stated expirat ion, (c) in -game
perpetual features.

8. We note from your current disclosures that revenue from prepaid game cards and prepaid
online points applicable to your online game services (excluding WoW) are recognized
over the estimated life of the premium featu res or as the premium features are consumed.
Please tell us how you account for un -activated game cards or unused online points.  As
applicable, describe the methodologies and assumptions used to determine breakage and
when you recognize such revenues.   Also, tell us the amount of breakage recognized

Mr. George Lai
The9 L imited
November 20, 2012
Page 4

 from your online game services (excluding WoW) for each of the periods presented and
if material, tell us your consideration to disclose your accounting for such revenues.

Note 4.  Variable Interest Entiti es, page F -28

9. We note your disclosures beginning on page 66 of the various agreements between the
company and your VIEs.  Please revise to include a discussion of each of the contractual
arrangements that you rely upon to consolidate your VIEs in the notes to your
consolidated financial statements.  Please ensure that your disclosures address the
following for each of the agreements discussed and include your proposed revised
disclosures in your response:

 The duration of the contracts and their remai ning terms;
 A description of how the contracts renew and which party or parties has renewal
rights;
 A description of how The9 Computer can terminate the contract; and
 Explain further how you considered the terms of these arrangements in concluding
that th e company has effective control over and the ability to receive substantially all
of the economic benefits for each of the VIEs.

10. We note your disclosures on page F -30 where you indicate that if the current ownership
structures of the Group and its contrac tual arrangements with Shanghai IT are found to be
in violation of any existing PRC laws or regulations, the Group may be required to
restructure its ownership structure and operations in the PRC.  Please clarify whether you
believe similar risks apply to your contractual arrangements with Huopu Cloud.  If so,
explain further why you have not included this VIE in your discussion of such risks or
revise your disclosures accordingly.  In addition, please revise to specifically address
what impact such actions  may have on your ability to consolidate your VIEs and
specifically note how this could impact your financial condition, results of operations and
cash flow.

11. Please explain further why the company’s CEO transferred his equity interest and
assigned all o f his respective rights and obligations in Shanghai IT to another employee
of the company.

12. Please describe further the arrangements with each of your R&D VIEs (Fire Rain,
Wanyouyl and Mengxiang Hulian) that provide the Group with the power to direct the
activities of the VIE that most significantly impact the VIE’s economic performance and
the obligation to absorb the losses of, or the rig ht to receive the benefits from  the VIE that
could potentially be significant to the VIE.  Please ensure that your r esponse provides the
terms of such arrangements that specifically support the company’s conclusion that you
are the primary beneficiary to each of these entities pursuant to ASC 810.  Also, please
tell us your consideration to file these arrangements as ex hibits.  We refer you to the Item
4 of Instructions as to Exhibits of Form 20 -F.

Mr. George Lai
The9 L imited
November 20, 2012
Page 5

Note 19.  Refund of WoW Game Points, page F -49

13. Please describe further, for us, the laws and regulations that apply to both your
unactivated WoW game points cards and the activated but unconsumed point cards.
Also, tell us how you determined that you were legally released from the refund liability
for the unactivated WoW game point cards in September 2011.  In addition, tell us
whether similar rules or regulations apply t o prepaid game cards and prepaid online
points that you currently sell with your virtual item/service consumption game model.

Note 28.  Commitments and Contingencies

28.3 Contingencies, page F -59

14. We note your disclosures regarding the June 18, 2007 and May 2011 litigation matters. If
there is at least a reasonable possibility that a loss exceeding amounts already recognized
may have been incurred for this matter, in your next periodic filing, pleas e either disclose
an estimate of the additional loss or range of loss (or, if true, state that the estimate is
immaterial in lieu of providing quantified amounts) or state that such an estimate cannot
be made.  Please refer to ASC 450 -20-50.  Please provide  the revised disclosures that you
intend to include in your next filing.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comment s, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

Mr. George Lai
The9 L imited
November 20, 2012
Page 6

You may contact Megan Askt , Staff Accountant , at (202) 551 -3407  if you have questions
regarding com ments on the financial statements and re lated matters.   If you require further
assistance, do not hesitate to contact me at (202) 551 -3499.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief

cc:   Via e -mail
 Andrew Han – The9  Limited