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December 23, 2022
George Lai
Chief Financial Officer
The9 LTD
17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People’s Republic of China
Re:The9 LTD
Form 20-F for the Year Ended December 31, 2021
Correspondence Filed October 21, 2022
File No. 1-34238
Dear George Lai:
            We have reviewed your October 21, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 15, 2022 letter.
Correspondence Filed October 21, 2022
Item 3. Key Information, page 3
1.We note your response to comment 6.  Please revise the diagram of your corporate
structure to remove the arrows from the dotted line representing the contractual
arrangements of the VIE and identify the person who owns the equity in the VIE.  In
addition, please include in Item 3 comparable descriptions of the Exclusive Technical
Service Agreement, the Shareholder Voting Proxy Agreement, the Call Option
Agreement, the Loan Agreement, and the Equity Pledge Agreements to the descriptions
on pages 128-129 where you discuss the contractual arrangements with the VIE to ensure
such descriptions are prominently disclosed.

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 December 23, 2022 Page 2
 FirstName LastNameGeorge Lai
The9 LTD
December 23, 2022
Page 2
2.We note your response to comment 7.  Here and in your risk factor on page 45, please
further revise to explicitly state whether your former auditor, who issued an audit report
included in your annual report, is subject to the determinations announced by the PCAOB
on December 16, 2021.
Cash and Asset Flows through Our Organization, page 5
3.We note your response to comment 8.  Please further revise your proposed disclosure to
provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.
Permissions Required from the PRC Authorities for Our Operations, page 5
4.We note your revised disclosure in response to comment 11 that you, your PRC
subsidiaries and the VIE have not been asked to obtain or were denied "such" permissions
by any PRC authority.  Please further revise to clarify whether any permissions or
approvals have been denied by any PRC authority, as the disclosure appears to only speak
to the CAC and CSRC authorities.
D. Risk Factors
Risk Related to Our Corporate Structure
If the PRC government deems that the contractual arrangements in relation to the variable
interest entity..., page 36
5.We note your response to comment 5. Similarly, please revise your first risk factor to state
that the value of your shares may significantly decline or become worthless. We note your
existing disclosure in paragraph four of this risk factor.
Your ability to bring an action against us..., page 64
6.Please revise this risk factor to address how many of your directors and officers are
located in China.
Current PRC laws and regulations impose substantial restrictions on foreign ownership..., page
83
7.We note your revised disclosure in response to comment 12.  Please revise for consistency
with the disclosure to be included in Item 3 that you provided in response to comment 11.
In this regard, we note that your proposed disclosure on page 83 states that you, your PRC
subsidiaries, and the VIE both "may be" and "are not" subject to certain regulations,
whereas your proposed disclosure in response to comment 11 states that such entities "are
not" subject to those regulations.  In addition, your proposed disclosure on page 83
suggests that your PRC counsel only advised you with respect to CAC matters, whereas
your proposed disclosure in response to comment 11 suggests that your PRC counsel
advised you with respect to both CAC and CSRC matters.

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 December 23, 2022 Page 3
 FirstName LastName
George Lai
The9 LTD
December 23, 2022
Page 3
Item 5. Operating and Financial Review and Prospects, page 98
8.We note your revised disclosure in response to comment 8 with respect to cash flows
within your organization.  Please include comparable disclosure in an appropriate place in
Item 5 of your annual report.
General
9.We note your revised disclosure in response to comment 2 with respect to the Introduction
section.  Please further revise, throughout your filing, to refrain from using terms such as
“we” or “our” when describing activities or functions of the VIE, including on pages 5,
6, and 47.
10.We note your response to prior comment 3 and reissue with regard to disclosure on pages
38, 40, 49, 51, 98, 128, and 129 which continues to refer to how you "control" certain
business activities through a series of contractual arrangements with your VIE, Shanghai
IT.  Similarly, please revise this disclosure to refrain from implying that the contractual
arrangements are equivalent to equity ownership in the business of the VIE and provide a
clear description of the conditions you have satisfied for consolidation of the VIE under
U.S. GAAP.  Additionally, please clarify that you are the primary beneficiary of the VIE
for accounting purposes, as applicable.
            Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services