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CORRESP

[Letterhead of The9 Limited]

October 25, 2010

VIA EDGAR AND FACSIMILE

Ms. Kathleen Collins, Accounting Branch Chief

Ms. Melissa Kindelan, Staff Accountant

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

            Re:

    The9 Limited (the “Company”)

Form 20-F for the fiscal year ended December 31, 2009

filed on April 16, 2010 (File No. 001-34238) (the “2009 Form 20-F”)

Dear Ms. Collins and Ms. Kindelan,

This letter sets forth the Company’s response to the comments contained in the letter dated
September 29, 2010 from the staff of the Securities and Exchange Commission (the “Staff”) regarding
the 2009 Form 20-F. Each comment is repeated below and followed by the response thereto.

Risk Factors

    1.

    Your disclosures on page 27 indicate that the shareholders of Shanghai IT, Jun Zhu and Yong
Wang have pledged all of their equity interests in Shangai IT in favor of the company under an
equity pledge agreement. Please tell us whether these agreements have been registered with the
relevant governmental authorities and with the local branch of the Administration for Industry
and Commerce in China. To the extent that these agreements have not been registered and/or
approved, then tell us how you considered including risk factor disclosures explaining that
until such agreements are registered the company may have limited recourse against the
shareholders of Shanghai IT should they default on their obligations.

The Company respectfully advises the Staff that the pledge of the equity interests held by
Jun Zhu and Yong Wang in Shanghai IT has not been registered with relevant local
Administration for Industry and Commerce. According to the Security Law of the People’s
Republic of China (the “PRC”), effective from October 1, 1995, a pledge agreement is
effective when the pledge of an equity interest in a limited liability company, such as
Shanghai IT, is registered in the company’s register of shareholders. However, the PRC
Property Rights Law, which became
effective on October 1, 2007, provides that a pledge of an equity interest in a limited
liability company is only perfected after it is registered with the relevant governmental
authorities. Our equity pledge agreement was originally signed in 2004 (before the PRC
Property Rights Law became effective) and Shanghai IT did register the equity pledge in its
register of shareholders in accordance with the PRC Security Law. It is not clear whether
the registration requirements under the PRC Property Rights Law apply to equity pledges made
prior to the effectiveness of the PRC Property Rights Law. If the PRC Property Rights Law
does apply to our equity pledge agreement with Jun Zhu and Yong Wang, the equity pledge may
not be perfected until it is registered with the relevant local administration for industry
and commerce. Shanghai IT is currently in the process of registering the equity pledges with
Pudong New Area Branch of the Shanghai Administration for Industry and Commerce.

In response to the Staff’s comment, the Company will disclose the status of the registration
in the 2010 annual report on Form 20-F for the fiscal year ended December 31, 2010 and will
expand its risk factor disclosure regarding the perfection of the equity pledge in its
future filings in substantially the following form until Shanghai IT is able to register the
equity pledge:

“The new PRC Property Rights Law may affect the perfection of the pledge in our equity
pledge agreement with our consolidated affiliated entity and its individual shareholders.

Under the equity pledge agreement among Shanghai IT, our consolidated affiliated entity, the
individual shareholders of Shanghai IT and us, the individual shareholders of Shanghai IT
have pledged all of their equity interests in Shanghai IT to us by recording the pledge in
Shanghai IT’s register of shareholders. However, according to the PRC Property Rights Law,
which became effective on October 1, 2007, an equity pledge is not perfected until it is
registered with the relevant local administration for industry and commerce. Our equity
pledge agreement was originally signed in 2004, before the PRC Property Rights Law became
effective. Shanghai IT registered the equity pledge in Shanghai IT’s register of
shareholders in 2004 according to the applicable law at the time. It is unclear whether the
registration requirements under the PRC Property Rights Law apply to pledges made prior to
its effectiveness. If the PRC Property Rights Law does apply to the pledge under our pledge
agreement with Shanghai IT, the pledge under the pledge agreement may not be perfected until
it is registered with the local administration for industry and commerce. Shanghai IT is in
the process of registering the pledge of its equity interests with Pudong New Area Branch of
the Shanghai Administration for Industry and Commerce. Even though Pudong New Area Branch of
the Shanghai Administration for Industry and Commerce has adopted registration procedures
with respect to the registration of pledges of equity interests according to the PRC
Property Rights Law, we cannot assure you that Shanghai IT will be able to register the
pledge in a timely fashion. Until Shanghai IT is able to register the pledge, the pledge
may not be considered perfected under the PRC Property Rights Law. If a shareholder of
Shanghai IT
breaches his or her obligations under the equity pledge agreement with the Company, there is
a risk that the Company may not be able to successfully enforce the equity pledge and would
need to resort to legal proceedings to enforce its contractual rights.”

2

“Some of our subsidiaries and affiliated entity in China engage in certain business activities
beyond the authorized scope of their respective licenses ... ,” page 17

    2.

    We note that Shanghai IT’s ICP license expired on June 15, 2010. Tell us whether you have
renewed this license with the appropriate authorities or tell us the current status of any
pending renewal process. Also, tell us whether you have submitted any applications, or
obtained approval for bulletin board service (“BBS”) platform licenses. To the extent that
these licenses have not been obtained or renewed, tell us what impact the lack of such
licenses may have on your financial condition or results of operations and how you considered
including a discussion of such impact in your filing. In addition, your disclosures indicate
that your lack of BBS platform licenses does not affect the operations of Shanghai IT. While
this may not impact Shanghai IT’s ability to offer on-line games, tell us how your game play
activity may be impacted if the company were unable to provide these bulletin board services
to your gaming community. In other words, tell us how significant these message boards are to
a consumer’s decision to play your game and how your results of operations may be impacted
should you be unable to provide such services. Also, tell us how you considered enhancing your
disclosures regarding the BBS platform licenses and their impact, if any, on your operations.

The Company respectfully advises the Staff that Shanghai IT has already obtained the
renewed ICP license on May 4, 2010. The new ICP license will expire on May 4, 2015. With
respect to the bulletin board service (“BBS”), Shanghai IT previously submitted an
application to the Ministry of Industry and Information Technology of the People’s Republic
of China (“MIIT”), but has not yet obtained the approval for the BBS. According to a
Decision as to Cancelation and Authorization to Lower Authority Level of the Fifth Batch of
Administrative Approval Items issued by the State Council on July 4, 2010, the BBS approval
and filing requirements have been cancelled. Although MIIT has not yet abolished the
Administrative Rules of Internet Bulletin Board Service promulgated on November 6, 2000,
MIIT and its local counterpart have suspended the BBS approval/filing application
procedures for now, and will not process any further applications at this time. The Company
has been closely following the development of this issue and will make its best efforts to
comply with the new legal requirements, if any.

Furthermore, as we discussed on Page 17 of the 20-F, the BBS “are mainly used for
communications among players. Most of our BBS platforms are devoted to particular
subjects, such as an individual MMORPG, and players can discuss game subjects and
strategy.” The BBS is only a value-added service. Besides the BBS, each individual game
has a dialogue platform within the game that allows the players to communicate among
themselves and
discuss various game topics and strategies. The BBS provides only an additional channel
for the players to communicate with each other. Therefore, we do not believe that the BBS
is significant to a consumer’s decision to play our games or continue to play our games.
We believe that any suspension of our BBS activities would not have any material impact on
the results of our operations.

3

“The laws and regulations governing the online game industry in China are developing and
subject to future changes. If we fair to obtain or maintain ... ,” page 19

    3.

    We note your discussion on page 20 of the new rule issued in June 2009, which requires you to
obtain additional approval from the Ministry of Culture for the issuance of virtual currencies
to users for online game services within three months. Please clarify when and if you obtained
such approval. To the extent that you have not yet obtained such approval, tell us how you
considered expanding your disclosures to indicate as such and to include a discussion of the
impact your lack of approval may have on your financial condition or results of operations.

The Company respectfully advises the Staff that Shanghai IT has obtained the approval of the
Ministry of Culture for the issuance of virtual currencies to users for online game services
on November 20, 2009. In response to the Staff’s comments, the Company will further clarify
the status of the related governmental approval for a particular year in its future annul
reports on Form 20-F.

Consolidated Financial Statements

    4.

    We note your discussion on pages 12 and 38 of the GAPP circular issued in September 2009,
which in addition to prohibiting foreign investors from making investments and engaging in
online game operations services by setting up foreign-invested enterprises in China, now also
prohibits foreign investors from participating in such businesses indirectly or in a disguised
manner by establishing joint venture companies or entering into agreements with or providing
technical support to such PRC online game operation businesses, or by inputting the users’
registration, account management, game cards consumption directly into the interconnected
gaming platform or fighting platform controlled or owned by the foreign investor. Please tell
us how you factored this recent GAPP Circular into your determination that the company’s VIEs
should continue to be consolidated pursuant to the guidance in ASC 810-10-25-38A through 38G.
In this regard, specifically address how you considered whether these newly imposed
restrictions are so severe that they cast significant doubt on The9 Limited’s ability to
direct the activities of its VIEs that most significantly impact the entity’s economic
performance.

The Company respectfully advises the Staff that, as disclosed in Note 5 to our consolidated
financial statements for the year ended December 31, 2009, our consolidated VIEs include (i)
Shanghai IT, which was designed to comply with PRC regulations that prohibit direct foreign
ownership of businesses that operate online games in China, and (ii) GES, Nanjing Youqu,
Fire Rain, Xingli Fangzhen, and Fatiaocheng, which are start-up research and development
companies developing games funded by the Company (collectively, “R&D VIEs”). The R&D VIEs
are not engaged in online game operation services and are not within the scope of the GAPP
Circular. Therefore, the primary beneficiary determination of our R&D VIEs is not affected
by the GAPP Circular.

4

Due to the restrictions on foreign ownership of the provision of online games in China, the
Company, through loans to its executive officers and shareholders, funded the establishment
of Shanghai IT, which holds an Internet Content Provider (“ICP”) license and other licenses
for online game provision and to operate online games services in China. The9 Computer, a
wholly-owned PRC subsidiary of the Company, entered into an exclusive technical service
agreement to provide technical service to Shanghai IT. In addition, The9 Computer entered
into a series of agreements with the equity owners of Shanghai IT including shareholder
voting proxy agreement, equity pledge agreement and call option agreement which effectively
assigned virtually all of Shanghai IT equity owners’ rights and obligations to the Company,
including the right to exercise a shareholder’s decision power and an option to acquire all
of the equity shares of Shanghai IT. As a result, the Company effectively assumed all of
the economic risks and rewards of ownership associated with Shanghai IT and has exclusive
rights to benefit from Shanghai IT’s licenses and has general control over Shanghai IT.
Accordingly, the Company is the primary beneficiary of Shanghai IT and has included Shanghai
IT in its consolidated financial statements since its establishment.

Upon adoption of ASU 2009-17 as of January 1, 2010, the Company determined that Shanghai IT
was a VIE under ASU 2009-17 as of its establishment date, as no reconsideration events
occurred after that date. Pursuant to the guidance in ASC 810-10-25-38A through 38G, the
Company further analyzed whether it continues to be the primary beneficiary of Shanghai IT
when Shanghai IT was established in September 2000. The Company had the power to direct all
the operating activities of Shanghai IT since the equity holders assigned all their
shareholder rights and obligations to The9 Computer including voting rights. The equity
owners lacked the ability to make decisions that have a significant effect on the operations
of Shanghai IT.

In addition, The9 Computer had the obligation to absorb losses and the right to receive
benefits from Shanghai IT by receiving service fees from the majority of monthly profits of
Shanghai IT.

Based on the above, the Company concluded that The9 Computer holds a controlling financial
interest in and continues to be the primary beneficiary of Shanghai IT upon adoption of ASU
2009-17 as of January 1, 2010.

5

The GAPP Circular promulgated in September 2009 repeats the long-standing prohibition on
foreign investment in online game operation services. It is not yet clear how this GAPP
Circular will be interpreted and implemented. Until now, the contracting parties of the
contractual arrangements are performing under these agreements, and as discussed above, the
Company exercises power and control over Shanghai IT according to the terms of the VIE
agreements.

Based on our understanding, most, if not all, of the online game companies in China listed
in the United States are using similar VIE structures to operate online games in China.
Since the promulgation of the GAPP Circular, we have not received any inquiry from GAPP
regarding this VIE structure. Nor has any information come to our attention that GAPP is
challenging the VIE structure of other online game companies. Therefore, we believe that our
ability to direct the activities of Shanghai IT that most significantly impact its economic
performance is not affected by the GAPP Circular. We will monitor the implementation of the
GAPP Circular and factor into our determination of the preliminary beneficiary of Shanghai
IT.

Notes to the Consolidated Financial Statements

Note 2. Principal Accounting Policies