SecProbe.io

January 2 3, 2013

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 letter dated December 17, 2012 in connection with the above -
referenced filing s and have the following comments.  In some of our comments , 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 requested
response.   If you do not believe our comments 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 in
response to these comment s, we may have  additional comments.   Unless otherwise noted , where
prior comments are referred to they refer to our letter dated November 20, 2012 .

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

Item 5.  Operating and Financial Review and Prospects

Results of Operations, page 52

1. Aside from the information provided in your response to  prior comment 3, tell us whether
there are any other operational statistics and usage patterns monitored by the company
which affect your results of operations.  For example, it would seem that disclosing the
average number of users would be useful information to investors as it could add context

Mr. George Lai
The9  Limited
January 2 3, 2013
Page 2

 to the percentage of yo ur total users that pay to play and the potential market for future
paying players.   We refer you to Section III.B of SEC Release 33 -8350 for guidance.

2. The revised disclosures provided in response to prior comment 3 indicate that your PC
games revenue decreased due to decreases in your average quarterly paying users and
average quarterly revenue per paying user.  Please revise further to explain the reasons
for the decreases in such quarterly averages.

Item 15.  Controls and Procedures

Disclosure Controls and Procedures, page 83

3. Please revise your December 31, 2011 Form 20 -F to include the revisions proposed in
your response to our prior comment 6 as it relates to management’s conclusions
regarding the effectiveness of the company’s disclosure con trols and procedures.

Item 18.  Financial Statements

Note 2. Principal Accounting Policies

Revenue Recognition, page F -20

4. Please describe further, for us, (a) the in -game features that are immediately consumed,
(b) the premium features with stated ex piration and (c) the in -game perpetual features.
Please provide specific examples for each of these virtual goods and tell us how you
determined which in -game premium features are considered to be consumed immediately
versus those that are consumed over t he estimated average life of game play.

Note 4.  Variable Interest Entities, page F -28

5. The proposed disclosure provided in response to our prior comment 9, states in part, that
the Exclusive Technical Service Agreements have an initial term of 20 years, with the
earliest expiration date being December 31, 2029.  However, as per our review of Exhibit
10.4 (as filed with your November 26, 2004 Form F -1) and Exhibit 4.32 (as filed with
your December 31, 2010 Form 20 -F), it appears that the 20 -year term only applies to the
Huopu Cloud agreement.  Please revise the proposed disclosure to properly r eflect the
terms of the Exclusive Technical Service Agreement between for both of your VIE
arrangements.  To the extent that the terms of the Shanghai IT Agreement were changed,
please file a copy of the amended Agreement as an Exhibit.  We refer you to th e
Instructions as to Exhibits of Form 20 -F.

6. We note your response to prior comment 10 where you state “…if the Company, its PRC
subsidiaries and VIEs are found to be in violation of any existing or future PRC laws or
regulations, or fail to obtain or ma intain any of the required permits or approvals, the

Mr. George Lai
The9  Limited
January 2 3, 2013
Page 3

 relevant PRC regulatory authorities would have broad discretion in dealing with such
violations, including requiring the Company to undergo a costly and disruptive
restructuring such as forcing the Compa ny to transfer its equity interest in the PRC
subsidiaries to a domestic entity or invalidating the VIE agreements.  If the PRC
government authorities impose penalties which cause the Company to lose its rights to
direct the activities of and receive econo mic benefits from the VIEs, the Company may
lose the ability to consolidate and reflect in its financial statements the financial
condition, and results of operation of the VIEs, which are disclosed in F -28, which would
likely be a material adverse event f or the Company.”  Please revise to include this
information in your Note 4 disclosures in future filings.

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

7. You state in your response to our prior comment 13 that the unrelated Chinese online
game company w hich took over the WoW license in the PRC publicly committed to
WoW players that they could use any unconsumed WoW point cards sold by The9 and
continue to play WoW on their company’s platform.  Tell us how you account for WoW
points used by your cardholde rs on the other company’s platform.  Tell us how you are
able to determine when the points are used in game play and tell us the amount of
revenues recognized from such usage for each period since the loss of the WoW license.
If you have not recognized an y revenues for previously activated points consumed since
the loss of the WoW license or to the extent that you do not intend on recognizing any
such revenues, please explain why.

8. Tell us why the company chose not to make any public announcements with re spect to
granting refunds for activated but unconsumed point cards related to the WoW games.
Assuming you had chosen to do so, tell us whether  pursuant to PRC regulations  you
would have been considered released from this liability  sooner than 20 years .

9. We note from your response to prior comment 8 that for your current games you
recognize breakage for unused points at the point redemption becomes remote.  Tell us
your consideration to recognize breakage for your activated but unused WoW points  or
explain further why you believe you should not recognize such amounts.   Also, p lease
provide the specific accounting guidance considered in determining that it is appropriate
to wait 20 years before recognizing amounts related to your unused WoW game points .

Note 28.  Commitments and Contingencies

28.3 Contingencies, page F -59

10. Notwithstanding your response to our prior comment 14, if there is at least a reasonable
possibility that a loss exceeding amounts already recognized may have been incurred for
the Maradona litigation, please indicate as such in your next periodic filing and disclose
an estimate of the additional loss or range of loss (or, if true, state that the estimate is

Mr. George Lai
The9  Limited
January 2 3, 2013
Page 4

 immaterial in lieu of providing quantified amounts) or state that such an es timate cannot
be made.  Please refer to ASC 450 -20-50.  Please provide the revised disclosures that you
intend to include in your next filing.

You may contact Megan Askt, Staff Accountant , at (202) 551 -3407 i f you have questions
regarding comments 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