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The9 Limited

17 Floor, No. 130 Wu Song Road

Hong Kou District, Shanghai 200080

People’s Republic of China

January 10, 2023

VIA EDGAR

Ms. Taylor Beech

Ms. Kate Beukenkamp

Office of Trade & Services

Division of Corporate Finance

100 F Street, NE

Washington, D.C., 20549

Re: The9 Limited (the “Company”)

                                        Form 20-F for the
                                            Fiscal Year Ended December 31, 2021

Filed May 2, 2022

File No. 001-34238

Dear Ms. Beech and Ms. Beukenkamp,

This letter sets forth the
Company’s responses to the comments contained in the letter dated December 23, 2022 from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the
fiscal year ended December 31, 2021 filed with the Commission on May 2, 2022 (the “2021 Form 20-F”) and the Company’s
responses to the Staff’s comments regarding the 2021 Form 20-F filed on October 21, 2022. The Staff’s comments are repeated
below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall
have the meaning ascribed to such terms in the 2021 Form 20-F.

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.

In response to the
Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as follows (page reference is made to the
2021 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through
and additions underlined), subject to updates and adjustments to be made in connection with any material development of the subject matter
being disclose:

Securities and Exchange Commission
 January 10, 2023
 Page 2

Pages 3 and 97:

The following
diagram illustrates our organizational structure, the place of formation, ownership interest of each of our significant subsidiaries
and material variable interest entity as of the date of this annual report:

Note:       The
shareholders of Shanghai IT are Mr. Wei Ji and Mr. Qi Wang, each owning 64% and 36% of Shanghai IT’s equity interest, respectively.
Mr. Wei Ji and Mr. Qi Wang are two of our employees.

Page 4:

Current PRC laws
and regulations impose substantial restrictions on foreign ownership of entities involved in ICP in China. Therefore, we conduct part
of our activities through a series of agreements with Shanghai IT, the variable interest entity. Shanghai IT holds the requisite licenses
and approvals for conducting ICP-related businesses in China. Shanghai IT is owned by our employees Wei Ji, who acquired his equity interests
in Shanghai IT from Jun Zhu in November 2011, and our employee Qi Wang, who acquired his equity interests in Shanghai IT from Zhimin
Lin in December 2021.

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Securities and Exchange Commission
 January 10, 2023
 Page 3

We
have obtained the exclusive right to benefit from Shanghai IT’s licenses and approvals. In addition, through a series of contractual
arrangements with Shanghai IT and its shareholders, we are able to direct and conduct business operations through contractual arrangements
with Shanghai IT. We believe that the individual shareholders of Shanghai IT will not receive material personal benefits from these agreements
except as shareholders or employees of The9 Limited. Despite the lack of legal majority ownership, we are able to direct the activities
of and derive economic benefits from the consolidated variable interest entity and therefore our Cayman Island holding company is considered
the primary beneficiary of the consolidated variable interest entity for accounting purposes and consolidates the variable interest entity
and its subsidiaries as required by Accounting Standards Codification topic 810, Consolidation. Accordingly, we treat the consolidated
variable interest entity as a consolidated entity under U.S. GAAP and we consolidate the financial results of the consolidated variable
interest entity in our consolidated financial statements in accordance with U.S. GAAP. Neither The9 Limited nor its investors have an
equity ownership in, direct foreign investment in, or control through such ownership or investment of, the consolidated variable interest
entity, and the contractual arrangements are not equivalent to an equity ownership in the business of the consolidated variable interest
entity.

We do not believe
we could have obtained these agreements, taken as a whole, from unrelated third parties. Because of the uncertainty relating to the legal
and regulatory environment in China, the terms of most of the agreements were not defined unless terminated by the parties thereto. According
to our PRC counsel, Grandall Law Firm, subject to the interpretation and implementation of the GAPP Circular and the Network Publication
Measures, these agreements, except those that have already been terminated, are valid, binding and enforceable under the current laws
and regulations of China. The principal provisions of these agreements are described below.

Exclusive
Technical Service Agreement. We provide Shanghai IT with technical services for the operation of computer software and
related businesses, including the provision of systematic solutions for the operation of Internet websites, the rental of computer and
Internet facilities, daily maintenance of Internet servers and databases, the development and update of relevant computer software, and
all other related technical and consulting services. Shanghai IT pays service fees equivalent to 90% of profits after deduction of validated
costs by the contracting parties to us. We are the exclusive provider of these services to Shanghai IT. According to the relevant PRC
rules and regulations, related party transactions should be negotiated at the arm’s length basis and apply reasonable transfer
pricing methods. However, the determination of service fees is under the sole discretion of us. This agreement shall remain in force
indefinitely unless the parties agree in writing to terminate in advance.

Shareholder
Voting Proxy Agreement. Each of the shareholders of Shanghai IT has entered into a shareholder voting proxy agreement
with us, under which each shareholder of Shanghai IT irrevocably grants any third party designated by us the power to exercise all voting
rights to which he/she is entitled as a shareholder of Shanghai IT, including the right to attend shareholders meetings, to exercise
voting rights and to appoint directors, a general manager, and other senior management of Shanghai IT. The power of proxy is irrevocable
and may only be terminated at our discretion.

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Securities and Exchange Commission
 January 10, 2023
 Page 4

Call Option
Agreement. We entered into a call option agreement with each of the shareholders of Shanghai IT, under which the parties
irrevocably agreed that, at our sole discretion, we and/or any third party designated by us will be entitled to acquire all or part of
the equity interest in Shanghai IT, to the extent permitted by the then-effective PRC laws and regulations. The consideration for such
acquisition will be the price equal to the lower of the amount of the registered capital of Shanghai IT and the minimum amount permissible
by the then-applicable PRC law. The shareholders of Shanghai IT have also agreed not to enter into any transaction, or fail to take any
action, that would substantially affect the assets, liabilities, equity, operations or other legal rights of Shanghai IT without our
prior written consent, including, without limitation, declaration and distribution of dividends and profits; sale, assignment, mortgage
or disposition of, or encumbrances on, Shanghai IT’s equity; merger or consolidation; creation, assumption, guarantee or incurrence
of any indebtedness; entering into other materials contracts. This agreement shall not expire until such time as we acquire all equity
interests of Shanghai IT subject to applicable PRC laws.

Loan Agreement.
From 2002 to May 2005, we provided an aggregate of RMB23.0 million in loan to the then shareholders of Shanghai IT, namely
Jun Zhu and Yong Wong, for the purposes of capitalizing and increasing the registered capital of Shanghai IT. Such loan agreement was
assumed by the current shareholders of Shanghai IT when Jun Zhu transferred the equity interest in Shanghai IT to Wei Ji in 2011 and
Yong Wang transferred the equity interests in Shanghai IT to Zhimin Lin in 2014. Zhimin Lin transferred the equity interests in Shanghai
IT to Qi Wang in 2022. In May 2019, we terminated such loan agreement and entered into a new loan agreement among the shareholders of
Shanghai IT and Shanghai Hui Ling, our subsidiary. Pursuant to the terms of this new loan agreement, we granted an interest-free loan
to each shareholder of Shanghai IT for the explicit purpose of making a capital contribution to Shanghai IT.

The loans have an unspecified term
and will remain outstanding for the shorter of the duration of Shanghai Hui Ling or that of the Shanghai IT, or until such time that
we elect to terminate the agreement (which is at our sole discretion) at which point the loans are payable on demand. Such loans shall
only become immediately due and payable when we send a written notice to the borrowers requesting repayment. In December 2021, Zhimin
Lin, Qi Wang, Wei Ji, Shanghai Hui Ling, and Shanghai IT entered into a Transfer Agreement of Contract Interest, where all contract interest
of Zhimin Lin under the loan agreement has been transferred to Qi Wang. Currently, Qi Wang and Wei Ji have pledged all of their equity
interests in Shanghai IT in favor of us under the equity pledge agreements. In the event of a breach of any term in the loan agreement
or any other agreement by either Shanghai IT or its shareholders, we will be entitled to enforce our rights as a pledgee under the agreement.

Equity Pledge
Agreements. To secure the full performance by Shanghai IT or its shareholders of their respective obligations under the
Shareholder Voting Proxy Agreement, the Call Option Agreement and the Loan Agreement, the shareholders of Shanghai IT have pledged all
of their equity interests in Shanghai IT in favor of us under two equity pledge agreements. In addition, the dividend distributions to
the shareholders of Shanghai IT, if any, will be deposited in an escrow account over which we have exclusive control. The pledge shall
remain effective until all obligations under such agreements have been fully performed. The shareholders have the obligation to maintain
ownership and conduct business operations with the pledged equity. Under no circumstances, without our prior written consent, may any
shareholder transfer or otherwise encumber any equity interests in Shanghai IT. If any event of default as provided for therein occurs,
Shanghai Hui Ling, as the pledgee, will be entitled to dispose of the pledged equity interests through transfer or assignment and use
the proceeds to repay the loans or make other payments due under the above loan agreement up to the loan amounts. Each of the shareholders
of Shanghai IT has registered the pledge of its equity interests with the relevant local administration for market regulation pursuant
to the PRC Property Rights Law. In the event of a breach of any term in the above agreements by either Shanghai IT or its shareholders,
we will be entitled to enforce our pledge rights over such pledged equity interests to compensate for any and all losses suffered from
such breach.

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Securities and Exchange Commission
 January 10, 2023
 Page 5

 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.

In response to the
Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as follows (page reference is made to the
2021 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with additions shown as underlined),
subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed. The
bold text is added on top of the proposed disclosure in the Company’s prior response.

Page 1:

Risks Related
to Doing Business in China

We are also subject
to risks and uncertainties relating to doing business in China in general, including, but not limited to, the following:

. . .

 · Our ADSs may be prohibited from trading in the United States under the HFCA Act in 2024
if the PCAOB is unable to inspect or investigate completely auditors located in Chinese mainland and Hong Kong China,
or in 2023 if proposed changes to the law are enacted. The delisting of the our ADSs,
or the threat of their being delisted, may materially and adversely affect the value of your investment. See the risk factor on page 45
for details;

. . .

Page 5:

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Securities and Exchange Commission
 January 10, 2023
 Page 6

The Holding Foreign Companies Accountable
Act

The Holding Foreign Companies Accountable
Act

The Pursuant
to the Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. Pursuant
to the HFCA Act, if the SEC determines that we have filed audit reports issued by a registered public accounting firm
that has not been subject to inspections by the Public Company Accounting Oversight Board (United States), or the PCAOB, for two
three consecutive years beginning in 2021, the SEC will prohibit
our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB is was
unable to inspect or investigate completely registered public accounting firms headquartered in Chinese mainland and Hong
Kong China. Our former independent registered public accounting firm, Grant Thornton Zhitong Certified
Public Accountants LLP (formerly known as Grant Thornton), whose audit report is included in this annual report on Form 20-F,
is located in Chinese mainland China, a jurisdiction where the PCAOB has been unable to conduct
inspections without the approval of the Chinese authorities, our former auditor is not currently inspected by the PCAOB, which may impact
our ability to remain listed on a United States. Our former auditor is subject to the determinations announced by the PCAOB on December
16, 2021 and was historically not inspected by the PCAOB before 2022. Our current independent registered public accounting firm, RBSM
LLP (“RBSM”), whose audit report is included in this annual report on Form 20-F, is he