SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 19, 2025

George Lai
Chief Financial Officer
The9 Limited
17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People s Republic of China

 Re: The9 Limited
 Form 20-F for Fiscal Year Ended December 31, 2021
 Form 20-F for Fiscal Year Ended December 31, 2022
 Form 20-F for Fiscal Year Ended December 31, 2023
 File No. 001-34238
Dear George Lai:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Crypto Assets
cc: Haiping Li
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 The9 Limited

 17 Floor, No. 130 Wu Song Road

 Hong Kou District, Shanghai 200080

 People's Republic of China

 March 11, 2025

 VIA EDGAR

 Mr. Rolf Sundwall

 Ms. Kate Tillan

 Ms. Sandra Hunter Berkheimer

 Ms. Sonia Bednarowski

 Office of Crypto Assets

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C., 20549

 Re: The9 Limited (the "Company")
 Form 20-F for the Fiscal Year Ended December 31, 2023

 Response dated January 8, 2025

 File No. 001-34238

 Dear Mr. Sundwall, Ms. Tillan, Ms. Berkheimer and Ms. Bednarowski,

 This letter sets forth the
Company's responses to the comments contained in the letter dated February 27, 2025 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, 2023 filed with the Commission on April 15, 2024 (the "2023 Form 20-F")
and the Company's response letter submitted on January 8, 2025 (the "Response"). 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 2023 Form 20-F and the Response.

 Annual Report on Form 20-F for the
Fiscal Year Ended December 31, 2023

 Financial Statements

 Note 2. Principal Accounting Policies

 (12) Revenue Recognition, page F-17

 1. In response to prior comment 3,
 please confirm our understanding that Binance, your customer under ASC 606 for the periods
 presented in the financial statements, had a right to unilaterally terminate the contract
 at any time without penalty pursuant to customary business practices. Refer to ASC 606-10-25-2.

 Response:

 The Company hereby confirms that Binance,
the Company's customer under ASC 606 for the periods presented in the financial statements, had a right to unilaterally terminate
the contract at any time without penalty pursuant to customary business practices.

 Securities and Exchange Commission

 March 11, 2025

 Page 2

 2. In
 response to prior comment 4, you provided us with proposed disclosure for your revenue recognition
 policy. Please revise future filings accordingly in response to the following:

 · Similar
 to your response to prior comment 3, disclose that the contract is terminable by either party
 at any time without penalty.

 Response:

 The Company respectfully advises the
Staff that the Company will revise the disclosure in its future filings to disclose that the contract is terminable by either party at
any time without penalty.

 · Tell
 us whether the termination option results in a contract that continuously renews and therefore
 has a duration for accounting purposes of less than 24 hours. If so, please revise your disclosure
 to clarify.

 Response:

 The Company respectfully advises the
Staff that the termination option results in a contract that continuously renews, thereby having a duration for accounting purposes of
less than 24 hours. The Company will revise the disclosure in its future filings to clarify this point.

 · Your
 policy disclosure that you measure the non-cash consideration at fair value on the date received,
 which is not materially different from the fair value at contract inception, is inconsistent
 with the guidance in ASC 606-10-32-21 and your statement two sentences later that noncash
 consideration is estimated and recognized based on the spot price of Bitcoin at the inception
 of each contract. As a result, please address the following:

 o Remove
 the statement about the amount recorded not being materially different and indicate the consistent
 time on the date of contract inception you use to determine the fair value of the bitcoin
 mined.

 o Revise
 your disclosure to indicate that you recognize revenue on the same day that control of the
 contracted service transfers to the mining pool operator, which is the same day as contract
 inception.

 2

 Securities and Exchange Commission

 March 11, 2025

 Page 3

 Response:

 The Company respectfully advises the
Staff that the Company measures the non-cash consideration at the estimated fair value at contract inception, which is the same day that
control of the contracted service transferred to the mining pool operator. The contract inception and the Company's enforceable
right to consideration begins when the Company commences providing computing power to the mining pool operator. The Company is entitled
to compensation once it begins to provide computing power that measures in hash rate to the mining pool operator over a 24-hour period
beginning midnight Coordinated Universal Time (UTC) and ending 23:59:59 UTC on the same day of contract inception. The Group recognizes
non-cash consideration on the same day that control of the contracted service is transferred to the mining pool operator, which is the
same day as the contract inception.

 The Company respectfully proposes
to revise the disclosure of accounting policy on Cryptocurrency Mining Revenue as below to provide better clarity of the notes to the
consolidated financial statements (with additions proposed in the Company's response submitted on January 8, 2025 underlined
and further additions proposed in double underline with deletions shown as strike-through and additions shown as underlined), subject
to updates and adjustments to be made in connection with any material development of the subject matter being disclosed.

 Page F-17 of 2023 Form 20-F:

 <12> Revenue recognition

 Cryptocurrency Mining Revenue

 The
Group's cryptocurrency mining revenues are in Bitcoin. The Group generates our Bitcoin mining revenues through the provision of
computing power, or hash rate, in crypto asset transaction verification services to Bitcoin mining pools operator in exchange for non-cash
consideration in Bitcoin. The provision of computing power is the only performance obligation in the Group's contract with the
mining pool operator and is satisfied over time. The Group is entitled to receive a fractional share of the Bitcoin award (less mining
pool fees deducted by the mining pool operator) from the Bitcoin mining pool operator based on the daily computing power provided to
the mining pool operator. The Contract inception and
the Group's enforceable right to compensation begins only when, and lasts as long as, the Group provides computing power
to the mining pool operator on a daily basis. The transaction consideration
the Group receives is noncash consideration, which the Group measures at fair value on the date received, which is not materially different
from the fair value at contract inception. contract is terminable at any
time either by the Company or the mining pool operator without any penalty to either party. As such, the termination option results in
a contract that continuously renews and therefore has a duration for accounting purposes of less than 24 hours. However, the continual
renewal of the agreement does not represent a material right requiring separate performance obligations, as the contractual payout formula
remains the same upon each renewal.

 3

 Securities and Exchange Commission

 March 11, 2025

 Page 4

 Currently,
the Group only participates in a Full-Pay-Per-Share ("FPPS") mining pool. The FPPS payout model of Bitcoin is based on a
contractual formula, which primarily calculates the hash rate provided to the mining pool as a percentage of total network hash rate,
and other inputs, less mining pool fees. The Group is entitled to compensation once it begins to provide computing power that measures
in hash rate to the mining pool operator over a 24-hour period beginning midnight UTC and ending 23:59:59 UTC on the same day of contract
inception. The Group recognizes non-cash consideration on the same day that control of the contracted service is transferred to the mining
pool operator, which is the same day as the contract inception.

 The
transaction consideration the Group receives received,
if any, is noncash consideration , which the Group measures at fair value on the date received, which is not materially
different from the fair value at contract inception in the form of Bitcoin.
Changes in the fair value at contract inception. of
the noncash consideration after contract inception due to the form of the consideration (changes in the market price of Bitcoin) are
not included in the transaction price and, therefore, are not included in revenue.

 The
consideration is all variable. Because it is probable that a significant reversal of cumulative revenue will not occur and we are able
to calculate the payout based on the contractual formula, noncash consideration is estimated and recognized based on the spot price of
Bitcoin determined using our principal market for Bitcoin at the inception of each contract, which is on a daily basis. Noncash consideration
is measured at fair value at contract inception. The fair value of the cryptocurrency consideration is determined using the quoted price
 per our principal market for Bitcoin at the beginning of the contract period ,
which is the same day that control of the contracted service is transferred to the mining pool operator . This amount (less mining
pool fees deducted by the mining pool operator) is recognized as revenue as hash rate is provided to the mining pools operator.

 Page 119 of 2023 Form 20-F:

 Cryptocurrency Mining Revenue

 Our
cryptocurrency mining revenues are in Bitcoin. We generate our Bitcoin mining revenues through the provision of computing power, or hash
rate, in crypto asset transaction verification services to Bitcoin mining pool operator in exchange for non-cash consideration in Bitcoin.
The provision of computing power is the only performance obligation in our contract with the mining pool operator and is satisfied over
time. We are entitled to receive a fractional share of the Bitcoin award (less mining pool fees deducted by the mining pool operator)
from the mining pool operator based on the daily computing power provided to the mining pool operator. Our The
contract inception and our enforceable right to compensation begins only when, and lasts as long as, we provide computing power
to the mining pool operator on a daily basis. The transaction consideration
the Group receives is noncash consideration, which the Group measures at fair value on the date received, which is not materially different
from the fair value at contract inception. contract is terminable at any
time either by the Company or the mining pool operator without any penalty to either party. As such, the termination option results in
a contract that continuously renews and therefore has a duration for accounting purposes of less than 24 hours. However, the continual
renewal of the agreement does not represent a material right requiring separate performance obligations, as the contractual payout formula
remains the same upon each renewal.

 4

 Securities and Exchange Commission

 March 11, 2025

 Page 5

 Currently,
the Group only participates in a Full-Pay-Per-Share ("FPPS") mining pool. The FPPS payout model of Bitcoin is based on a
contractual formula, which primarily calculates the hash rate provided to the mining pool as a percentage of total network hash rate,
and other inputs, less mining pool fees. The Group is entitled to compensation once it begins to provide computing power that measures
in hash rate to the mining pool operator over a 24-hour period beginning midnight UTC and ending 23:59:59 UTC on a daily basis, which
is the same day as the contract inception. The Group recognizes non-cash consideration on the same day that control of the contracted
service is transferred to the mining pool operator, which is the same day as the contract inception.

 The
transaction consideration we receive received, if any,
 is noncash consideration , which we measure at fair value on the date received, which is not materially different
from the fair value at contract inception in the form of Bitcoin. Changes
in the fair value at contract inception of the noncash
consideration after contract inception due to the form of the consideration (changes in the market price of Bitcoin) are not included
in the transaction price and, therefore, are not included in revenue.

 The
consideration is all variable. Because it is probable that a significant reversal of cumulative revenue will not occur and we are able
to calculate the payout based on the contractual formula, noncash consideration is estimated and recognized based on the spot price of
Bitcoin determined using our principal market for Bitcoin at the inception of each contract, which is on a daily basis. Noncash consideration
is measured at fair value at contract inception. The fair value of the crypto asset consideration is determined using the quoted price
 per our principal market for Bitcoin at the beginning of the contract period ,
which is the same day that control of the contracted service is transferred to the mining pool operator . This amount (less mining
pool fees deducted by the mining pool operator) is recognized as revenue as hash rate is provided to the mining pool operator.

 ***

 5

 Securities and Exchange Commission

 March 11, 2025

 Page 6

 Furthermore, the Company respectfully
proposes the corresponding changes on the relevant disclosures as follows (page references are made to the 2023 Form 20-F to
illustrate the approximate location of the disclosure,) subject to updates and adjustments to be made in connection with any material
development of the subject matter being disclosed.

 ***

 Pages F-53 to F-54 of 2023 Form 20-F:

 The
Company proposes to revise "Note 27. SEGMENT REPROTING" to reflect the "Revenue" line item as net of the
mining pool fees deducted by the mining pool operators.

 Pages 14 to 15 of 2023 Form 20-F:

 The
Company proposes to revise "Selected Condensed Consolidating Statements of Income Information" to reflect the reclassification
of the mining pool fees deducted by the mining pool operator out from the cost of revenues and reflect it as a reduction of cryptocurrency
mining revenue.

 Pages 108 to 110 "Results
of Operations" of 2023 Form 20-F:

 The
Company proposes to revise "ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS " to reflect the reclassification
of the mining pool fees deducted by the mining pool operator out from the cost of revenues and reflect it as a reduction of cryptocurrency
mining revenue.

 *        *        *

 6

 If you have any additional
questions or comments regarding the 2023 Form 20-F and the Correspondence, please contact the undersigned at +86 21 6108-6080 or
the Company's U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP at +852 3740-4835 or haiping.li@skadden.com.
Thank you very much.

 Very truly yours,

 By:
 /s/ George Lai

 Name:
 George Lai

 Title:
 Director and Chief Financial
 Officer

 cc: Jun
 Zhu, Chairman of the Board of Directors and Chief Executive Officer, The9 Limited
 Haiping Li, Esq.,
 Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 Mei Siu, Partner, RBSM
 LLP

February 27, 2025
George Lai
Chief Financial Officer
The9 Limited
17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People’s Republic of China
Re:The9 Limited
Form 20-F for Fiscal Year Ended December 31, 2023
Response dated January 8, 2025
File No. 001-34238
Dear George Lai:
            We have reviewed your January 8, 2025 response to our comment letter and have the
following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
November 19, 2024 letter.
Form 20-F for the Fiscal Year Ending December 31, 2023
Financial Statements
Note 2. Principal Accounting Policies
(12) Revenue Recognition, page F-17
1.In response to prior comment 3, please confirm our understanding that Binance, your
customer under ASC 606 for the periods presented in the financial statements, had a
right to unilaterally terminate the contract at any time without penalty pursuant to
customary business practices. Refer to ASC 606-10-25-2.

February 27, 2025
Page 2
2.In response to prior comment 4, you provided us with proposed disclosure for your
revenue recognition policy. Please revise future filings accordingly in response to the
following:
•Similar to your response to prior comment 3, disclose that the contract
is terminable by either party at any time without penalty.
•Tell us whether the termination option results in a contract that continuously
renews and therefore has a duration for accounting purposes of less than 24 hours.
If so, please revise your disclosure to clarify.
•Your policy disclosure that you measure the non-cash consideration at fair value
on the date received, which is not materially different from the fair value at
contract inception, is inconsistent with the guidance in ASC 606-10-32-21 and
your statement two sentences later that noncash consideration is estimated and
recognized based on the spot price of Bitcoin at the inception of each contract. As
a result, please address the following:
oRemove the statement about the amount recorded not being materially
different and indicate the consistent time on the date of contract inception
you use to determine the fair value of the bitcoin mined.
oRevise your disclosure to indicate that you recognize revenue on the same
day that control of the contracted service transfers to the mining pool
operator, which is the same day as contract inception.
            Please contact Kate Tillan at 202-551-3604 or Rolf Sundwall at 202-551-3105 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer at 202-551-3758
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Haiping Li

CORRESP
1
filename1.htm

The9 Limited

17 Floor, No. 130 Wu Song Road

Hong Kou District, Shanghai 200080

People’s Republic of China

January 8, 2025

VIA EDGAR

Mr. Rolf Sundwall

Ms. Kate Tillan

Mr. John Dana Brown

Ms. Sonia Bednarowski

Office of Crypto Assets

Division of Corporation Finance

100 F Street, NE

Washington, D.C., 20549

Re: The9 Limited (the “Company”)

    Form 20-F
    for the Fiscal Year Ended December 31, 2023

    Response
    dated August 29, 2024

    File
    No. 001-34238

Dear Mr. Sundwall, Ms. Tillan, Mr. Brown and Ms. Bednarowski,

This letter sets forth the
Company’s responses to the comments contained in the letter dated November 19, 2024 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, 2023 filed with the Commission on April 15, 2024 (the “2023 Form 20-F”)
and the Company’s response submitted on August 29, 2024. 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 2023 Form 20-F.

Annual Report on Form 20-F for the
Fiscal Year Ended December 31, 2023

Information on the Company

Business Overview

Cryptocurrency Mining, page 80

 1. Refer to your response to prior comment 2. In your next response letter please provide us a draft of
disclosure that you will include in your next periodic report regarding LGHTSTR Ltd.'s agreement with Fish2Pool, addressing the following
matters:

 · You state that pursuant to the Fish2Pool Agreement the fee "shall be fixed for one year from the
signing of the [Agreement] if [you] can keep its weighted average hash rate in all accounts at above 150 PH/S." Please clarify what
you mean by your disclosure that "if [you] can keep its weighted hash rate in all accounts at above 150 PH/S." For example,
clarify what you mean by "all accounts" and whether you provide all 150PH/S in such accounts.

Securities and Exchange Commission

January 8,
2025

Page 2

Response:

In response to the Staff’s comment,
the Company respectfully proposes to revise the referenced disclosure as follows (page references are made to the 2023 Form 20-F
to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through,
additions proposed in the Company’s response submitted on August 29, 2024 underlined and further additions proposed in double
underline), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed.

Page 82:

Mining pool operators

. . .

Mining pool operations in Kazakhstan

We have used two locally registered
mining pools in Kazakhstan.

. . .

In March 2024,
LGHTSTR Ltd. has terminated the agreement. In the same month, our service provider LGHTSTR Ltd. signed the Agreement for the Provision
of Services of Combining the Capacity of Hardware and Software Complex for Digital Mining of Digital Miners and Distribution of Digital
Assets Obtained as A Result of Miners’ Activities, or the Fish2Pool Agreement, with Fish2Pool Kazakhstan Ltd., or Fish2Pool. According
to the Fish2Pool Agreement:

. . .

 1. Fish2Pool’s service fee is 2.5% of the distributed Bitcoin proceeds generated by our mining
                                                               equipment in terms of the block reward, calculated in accordance with the FPPS calculation formula. Fish2Pool’s fee shall be
                                                               paid by us on a daily basis only when we actually begin to engage in digital mining activities. The rate of Fish2Pool’s fee
                                                               shall be fixed as 2.5% for one year from the signing date of the Fish2Pool
                                                               Agreement if we can keep it’s the weighted
                                                               average hash rate in all accounts at above 150PH/S. This implies that the fee rate
                                                               of 2.5% is a base-line rate which has been agreed subject to the condition that NTBC’s connected equipment for all accounts
                                                               reaches a weighted average hash rate of 150PH/S during the one-year period. “Accounts” refer to different wallet
                                                               addresses that may be opened on Fish2Pool to collect mining proceeds from the connected equipment. As of the date of this annual
                                                               report, NBTC has opened [**] wallet to collect mining proceeds. The weighted average hash rate of NBTC’s connected equipment
                                                               [have reached/have not reached] full 150 PH/S for one year from the signing date of the Fish2Pool Agreement. As a result, the
                                                               base-line fee rate of 2.5% [has been/has not been] subject to the adjustment mechanism. Specifically, the parties agreed that if the
                                                               statistical probability of finding a new block for Bitcoin mining by NBTC’s connected equipment during any three-month period
                                                               in the one-year period falls below 80% from the normally expected levelstera hash level of 100% working miners, then
                                                               theThe rate will be increased from 2.5% to 3.0% if the statistical
                                                               probability of finding a new block for Bitcoin mining by our equipment during past three months falls below 80%. This
                                                               additional condition relates to the stability of NBTC’s equipment performance, which may be affected by unstable internet
                                                               connection in the data center hosting NBTC’s equipment that obstructs submission of calculation results generated by such
                                                               equipment to the network. For one year from the signing date of the Fish2Pool Agreement, fee rate [has been/has not been] increased
                                                               to 3.0%.

    2

Securities and Exchange Commission

January 8,
2025

Page 3

. . .

 · Your disclosure that the rate will be fixed for one year if you keep Fish2Pool's weighted average hash
rate in all accounts at or above 150PH/S appears to be inconsistent with your disclosure that "the rate will be increased from "2.5
to 3.0% if the statistical probability for finding a new block for Bitcoin mining by [y]our equipment during the past three months falls
below 80%." Please revise for clarity and consistency.

Response:

Please refer to the Company’s
response to the first bullet point above.

 · Describe the termination provisions related to Fish2Pool terminating the agreement.

Response:

In response to the Staff’s comment,
the Company respectfully proposes to revise the referenced disclosure as follows (page references are made to the 2023 Form 20-F
to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through,
additions proposed in the Company’s response submitted on August 29, 2024 underlined and further additions proposed in double
underline), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed.

    3

Securities and Exchange Commission

January 8,
2025

Page 4

Page 82:

Mining pool operators

. . .

Mining pool operations in Kazakhstan

We have used two locally registered
mining pools in Kazakhstan.

. . .

In March 2024,
LGHTSTR Ltd. has terminated the agreement. In the same month, our service provider LGHTSTR Ltd. signed the Agreement for the Provision
of Services of Combining the Capacity of Hardware and Software Complex for Digital Mining of Digital Miners and Distribution of Digital
Assets Obtained as A Result of Miners’ Activities, or the Fish2Pool Agreement, with Fish2Pool Kazakhstan Ltd., or Fish2Pool. According
to the Fish2Pool Agreement:

. . .

 · We have the right to terminate the agreement in case Fish2Pool loses its operating license in accordance
with the laws of Kazakhstan, including the revocation, annulment and/or other cancellation of accreditation
of Fish2Pool as a digital mining pool in Kazakhstan. We also have the right to terminate
the agreement for any reason and any time, provided that we have fulfilled all financial obligations for services rendered under the agreement.
Fish2Pool does not have an explicit right to terminate the agreement during the term of the agreement. However, Fish2Pool has the right
to unilaterally suspend the provision of services without any liability to us if Fish2Pool’s equipment loses technical ability to
perform pool services.

. . .

 · Disclose the material terms of NBTC's agreement with LGHTSTR Ltd., as we note your statement that the
Fish2Pool agreement was entered into by LGHTSTR Ltd., your service provider.

    4

Securities and Exchange Commission

January 8,
2025

Page 5

Response:

In response to the Staff’s comment,
the Company respectfully proposes to revise the referenced disclosure as follows (page references are made to the 2023 Form 20-F
to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through,
additions proposed in the Company’s response submitted on August 29, 2024 underlined and further additions proposed in double
underline), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed.

Page 82:

Mining pool operators

. . .

Mining pool operations in Kazakhstan

We
have used two locally registered mining pools in Kazakhstan through agreements between
our service provider LGHTSTR Ltd., each locally registered mining pools in Kazakhstan. According
to the agreement by and between LGHTSTR Ltd. and NBTC, NBTC is bound by the terms of the agreements negotiated by LGHTSTR Ltd. on NBTC’s
behalf.

. . .

Financial Statements

Note 2. Principal Accounting Policies

(9) Cryptocurrencies, page F-16

 2. We note that the proposed disclosure in your response to prior comment 9 is not consistent with the
definition of a current asset in ASC 210-10-20. Accordingly, we re-issue our prior comment. Please revise your disclosure in future filings
to state, if true, that your cryptocurrencies are reasonably expected to be realized in cash or sold or consumed during the normal operation
cycle of your business.

Response:

In response to the Staff’s comment,
the Company respectfully proposes to revise the referenced disclosure as follows (page references are made to the 2023 Form 20-F
to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through,
additions proposed in the Company’s response submitted on August 29, 2024 underlined and further additions proposed in double
underline), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed.

    5

Securities and Exchange Commission

January 8,
2025

Page 6

Page F-16:

<9> Cryptocurrencies

Cryptocurrencies
are classified on the Group’s Consolidated Balance Sheets as current assets due to the Group’s ability to sell them in a highly
liquid marketplace, as our cryptocurrencies are reasonably expected
and its intention to liquidate sell its Cryptocurrencies to be realized
in cash and/or consumption of its Cryptocurrencies for the Group’s or
sold or consumed during the normal operation cycle of our business to support operations when needed.

Pledged
Cryptocurrencies are classified on the Group’s Consolidated Balance Sheets as Cryptocurrencies, restricted, which will be released
within one year are included in the current assets, as they are reasonably expected
to be realized in cash or sold or consumed during the normal operation cycle of our business. and Cryptocurrencies,
restricted, which will be released over one year are included in the non-current assets.

(12) Revenue recognition, page F-17

3. Your response to prior comment 10 did not respond fully to our comment. We reissue the prior comment
in part. References to the MOU are to Annex A of your October 20, 2023 response letter. You characterized the MOU as being your mining
agreement with the pool operator and you told us that the agreement is terminable at any time by either party without compensation. Please
respond to the following:

 · While we note your assertion that the arrangement with Binance is ongoing, clarify for us whether the
MOU legally terminated on July 7, 2022. Refer to Article 12c which appears to indicate that the agreement terminated on July 7,
2022 (365 days after its signing).

Response:

The Company respectfully advises the
Staff that the Company entered into the MOU with Binance to utilize their mining pools on July 7, 2021, at a time when mining operations
were legally permissible in China. It is pertinent to note that at that time, most mining pool providers in China, including Binance,
do not require the signing and execution of a formal agreement for the utilization of their mining pools. Instead, customers are able
to utilize their services online through these mining pool providers’ websites and/or apps. The cooperation relationship was sustained
by a mining machine owner’s continued contribution of computing power to the mining pools, with rewards distributed to the mining
machine owner accordingly. Specifically, as long as a mining machine owner continue to contribute its computing power to the mining pool,
the mining pool will continue to reward to that mining machine owner based on the share of the computing power contributed to that mining
pool. When a mining machine owner stops the mining activities or shifts to another mining pool, the mining pool will reward the mining
machine owner’s share up to the last computing power contributed to that mining pool. After that, the cooperation between the mining
machine owner and the mining pool provider will be deemed as finished.

    6

Securities and Exchange Commission

January 8,
2025

Page 7

The MOU with Binance was primarily
signed for business development purposes. When the Company execute the MOU with Binance, procuring Bitcoin mining machines was challenging
due to high demand and low supply. Partnering with Binance, then China’s largest cryptocurrency company, enabled the Company to
secure better deals with vendors of Binancevarious mining machines, as cooperation with a reputable partner demonstrated
the Company’s commitment to expanding mining capacity. Both parties understood that the MOU served these specific purposes rather
than governing long-term mining cooperation between the Company and Binance. This aligns with industry practices in China where customers
retain the right to unilaterally cease mining activities at any time.

Consequently,
as the Company is still utilizing Binance’s mining pools, the Company believe that the collaboration with Binance
is still ongoing. However, theThe Company hereby confirms that the MOU should
have been legally terminated on July 7, 2022 in accordance with Article 12c. However,
both parties continued to cooperation under the MOU up until September 2024. As of the date of this letter, the Company has no cooperation
with Binance’s mining pools. In addition, as the MOU was primarily signed for busi

CORRESP
1
filename1.htm

The9 Limited

17 Floor, No. 130 Wu Song Road

Hong Kou District, Shanghai 200080

People’s Republic of China

November 27, 2024

VIA EDGAR

Mr. Rolf Sundwall

Ms. Kate Tillan

Mr. John Dana Brown

Ms. Sonia Bednarowski

Office of Crypto Assets

Division of Corporation Finance

100 F Street, NE

Washington, D.C., 20549

Re:          The9
Limited (the “Company”)

Form 20-F for the Fiscal Year Ended December 31,
2023

Response dated August 29, 2024

  File No. 001-34238

Dear Mr. Sundwall, Ms. Tillan, Mr. Brown and Ms. Bednarowski,

The Company has received
the letter dated November 19, 2024 (the “Letter”) 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, 2023 filed with the Commission on April 15, 2024 (the “2023 Form 20-F”) and
the Company’s response submitted on August 29, 2024. The Company respectfully submits to request an extension to the deadline
for responding to the Letter due to additional time needed to gather sufficient information and prepare a thorough response. The Company
will provide its response to the Letter via EDGAR as soon as possible, no later than January 3, 2025.

If you have any additional
questions or comments regarding the 2023 Form 20-F and the Correspondence, please contact the undersigned at +86 21 6108-6080 or
the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP at +86 21 6193-8210 or haiping.li@skadden.com.
Thank you very much.

  Very truly yours,

  The9 Limited

  By:
  /s/ George Lai

  Name:
  George Lai

  Title:
  Director and Chief Financial Officer

cc:           Jun
Zhu, Chairman of the Board of Directors and Chief Executive Officer, The9 Limited

Haiping Li, Esq., Partner, Skadden, Arps,
Slate, Meagher & Flom LLP

Mei Siu, Partner, RBSM LLP

November 19, 2024
George Lai
Chief Financial Officer
The9 Limited
17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People’s Republic of China
Re:The9 Limited
Form 20-F for the Fiscal Year Ended December 31, 2023
Response dated August 29, 2024
File No. 001-34238
Dear George Lai:
            We have reviewed your August 29, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our July 18,
2024 letter.
Form 20-F for the Fiscal Year Ended December 31, 2023
Information on the Company
Business Overview
Cryptocurrency Mining, page 80
Refer to your response to prior comment 2. In your next response letter please provide
us a draft of disclosure that you will include in your next periodic report regarding
LGHTSTR Ltd.'s agreement with Fish2Pool, addressing the following matters:
You state that pursuant to the Fish2Pool Agreement the fee "shall be fixed for one
year from the signing of the [Agreement] if [you] can keep its weighted average
hash rate in all accounts at above 150 PH/S." Please clarify what you mean by
your disclosure that "if [you] can keep its weighted hash rate in all accounts at
above 150 PH/S." For example, clarify what you mean by "all accounts" and •1.

November 19, 2024
Page 2
whether you provide all 150PH/S in such accounts.
•Your disclosure that the rate will be fixed for one year if you keep Fish2Pool's
weighted average hash rate in all accounts at or above 150PH/S appears to be
inconsistent with your disclosure that "the rate will be increased from "2.5 to
3.0% if the statistical probability for finding a new block for Bitcoin mining by
[y]our equipment during the past three months falls below 80%." Please revise for
clarity and consistency.
•Describe the termination provisions related to Fish2Pool terminating the
agreement.
•Disclose the material terms of NBTC's agreement with LGHTSTR Ltd., as we
note your statement that the Fish2Pool agreement was entered into by LGHTSTR
Ltd., your service provider.
Financial Statements
Note 2. Principal Accounting Policies
(9) Cryptocurrencies, page F-16
2.We note that the proposed disclosure in your response to prior comment 9 is not
consistent with the definition of a current asset in ASC 210-10-20. Accordingly, we
re-issue our prior comment. Please revise your disclosure in future filings to state, if
true, that your cryptocurrencies are reasonably expected to be realized in cash or sold
or consumed during the normal operation cycle of your business.
(12) Revenue recognition, page F-17
3.Your response to prior comment 10 did not respond fully to our comment. We re-
issue the prior comment in part. References to the MOU are to Annex A of your
October 20, 2023 response letter. You characterized the MOU as being your mining
agreement with the pool operator and you told us that the agreement is terminable at
any time by either party without compensation. Please respond to the following:
•While we note your assertion that the arrangement with Binance is ongoing,
clarify for us whether the MOU legally terminated on July 7, 2022. Refer
to Article 12c which appears to indicate that the agreement terminated on July 7,
2022 (365 days after its signing).
•Tell us how you considered the requirement in Article 1 of the MOU which
appears to commit you to 50% of your mining being with the pool operator for at
least four years total from May 20, 2021. In your response, explain to us the
apparent contradiction between this requirement in Article 1 of the MOU and the
one-year term implied by Article 12c.
•Explain why you believe the agreement could be terminated at any time by either
party without compensation. In your response, reconcile this representation with
Article 1 of your MOU which commits you to provide 50% of your mining
resources to the pool for at least four years and Article 12b of the MOU which
appears to state that three months advance written notice is required to terminate
the arrangement. In your response, provide us with the basis for your assertions
such as by referring to specific terms in written agreements.

November 19, 2024
Page 3
(16) Cost of Revenues, page F-20
4.We acknowledge your response to prior comment 12. Please explain to us how the
services provided by the mining pool operators included in your response are distinct
from the hash computation services you provide under your agreement with the
mining pool operator. Refer to ASC 606-10-25-19 through 25-22. Alternatively,
provide draft disclosure revising your accounting policy for fees deducted by the
mining pool operator and revising your statements of operations and comprehensive
income (loss) to reflect the pool operator fees as a reduction of cryptocurrency mining
revenue as stipulated in ASC 606-10-32-25.
            Please contact Kate Tillan at 202-551-3604 or Rolf Sundwall at 202-551-3105 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-3859 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

The9 Limited

17 Floor, No. 130
Wu Song Road

Hong Kou District,
Shanghai 200080

People’s Republic
of China

August 29, 2024

VIA EDGAR

Mr. Rolf Sundwall

Ms. Kate Tillan

Mr. John Dana Brown

Ms. Sonia Bednarowski

Office of Crypto Assets

Division of Corporation Finance

100 F Street, NE

Washington, D.C., 20549

Re: The9 Limited (the “Company”)

  Form 20-F for the Fiscal Year Ended December 31,
                                            2023

  Correspondence Filed October 20, 2023

  File
                                            No. 001-34238

Dear Mr. Sundwall, Ms. Tillan,
Mr. Brown and Ms. Bednarowski,

This
letter sets forth the Company’s responses to the comments contained in the letter dated July 18, 2024 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, 2023 filed with the Commission on April 15, 2024 (the “2023
Form 20-F”) and the Company’s correspondence filed with the Commission on October 20, 2023 (the “Correspondence”).
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 2023 Form 20-F and the Correspondence.

Securities and Exchange Commission

August 29,
2024

Page 2

Annual Report
on Form 20-F for the Fiscal Year Ended December 31, 2023

Information
on the Company

Business
Overview

Cryptocurrency
Mining, page 85

 1. Refer
                                            to your response to prior comments 6 and 7. In future filings, please expand to disclose
                                            the location and number of miners at each location. Please revise to disclose how many miners
                                            you own of each type of miner identified on page 80 and identify the crypto assets mined
                                            by each type of miner.

Response:

In response
to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as follows (page references
are made to the 2023 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 disclosed.

Page 80:

We currently
own the following models of mining machines:

 · Antminer
                                            S19 series with the average hash rate of 90 TH, average age of two years and average energy
                                            efficiency of 3,200W. These miners mine Bitcoin. As of the date of this annual report,
                                            we owned [**] Antminer S19 series miners, including [**] located in Aktau, Kazakhstan, [**]
                                            located in Texas, the U.S., [**] located in Alberta, Canada and [**] located in Kyrgyzstan.

 · WhatsMiner
                                            M21 and 31 series with the average hash rate of 60 TH, average age of three and a half years
                                            and average energy efficiency of 3,300W. These miners mine Bitcoin. As of the date of
                                            this annual report, we owned [**] WhatsMiner M21 and 31 series miners, all of which were
                                            located in Aktau, Kazakhstan.

 · Avalon
                                            1246 series with the average hash rate of 85 TH, average age of three years and average energy
                                            efficiency of 3,400W. These miners mine Bitcoin. As of the date of this annual report,
                                            we owned [**] Avalon 1246 series miners, all of which were located in Aktau, Kazakhstan.

 · Avalon
                                            A10 series with the average hash rate of 32 TH, average age of four years and average energy
                                            efficiency of 2,300W. These miners mine Bitcoin. As of the date of this annual report,
                                            we owned [**] Avalon A10 series miners, all of which were located in Aktau, Kazakhstan.

 · Avalon
                                            A8 series with the average hash rate of 13TH, average age of five years and average energy
                                            efficiency of 1,200W. These miners mine Bitcoin. As of the date of this annual report,
                                            we owned [**] Avalon A8 series miners, all of which were located in Aktau, Kazakhstan.

As of
the date of this annual report, we have deployed around 13,018 [**] mining machines in total. We do not use our
mining machines as collateral for any loan or other similar activities.

     2

 Securities
                                            and Exchange Commission

August 29,
2024

Page 3

 2. Refer
                                            to your response to prior comment 9. Regarding your disclosure under the subheading “Mining
                                            pool operators” on page 82, in future filings please revise as follows:

 · We
                                            note your disclosure on page 82 that your have signed a memorandum of understanding
                                            with Binance Capital Management Co., Ltd. to procure long-term cooperation of “more
                                            than three years.” Revise to clarify the term of the agreement. You also state that
                                            “[i]n the case of any losses arising from Binance’s default, Binance should compensate
                                            NBTC.” Please clarify what you mean by “Binance’s default,” and describe
                                            the losses you may incur due to such a default. File the agreement as an exhibit to a current
                                            report or your next periodic report, or advise.

Response:

In
response to the Staff’s comment, the Company undertakes to file the memorandum of understanding with Binance Capital Management
Co., Ltd. (“Binance”) as an exhibit to the Company’s annual report on Form 20-F for the fiscal
year ended December 31, 2024.

In response
to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as follows (page references
are made to the 2023 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 disclosed.

Page 82:

Mining
pool operators

In July 2021,
NBTC Limited, our wholly-owned subsidiary, signed a memorandum of understanding with Binance Capital Management Co., Ltd., an operator
of Binance mining pool, or Binance, to procure long-term cooperation of more than three years with Binance by connecting 50%
of NBTC Limited’s miners hash rate to Binance’s Bitcoin mining pool pursuant to which NBTC Limited has agreed
to connect 50% of its total miners’ hash rate to Binance’s Bitcoin mining pool for a period of at least three years, which
can be extended and such extension shall be for a minimum of one year period. As of the date of this annual report, NBTC Limited or any
of our group companies had not entered into any new mining pool agreement with Binance after the signing of the memorandum of understanding.
 Due to the long-term relationship with Binance, we are still using Binance’s mining pool. Although this memorandum
of understanding is not explicitly extended, we believe that the collaboration with Binance is still ongoing, following the principal
terms of the memorandum of understanding. Such cooperation can be terminated at any time by either party without compensating the other
party.

     3

 Securities
                                            and Exchange Commission

August 29,
2024

Page 4

Pursuant
to the local laws and policies in Kazakhstan, we must arrange our Bitcoin miners to participate in Kazakhstan’s local mining pools.
As of the date of this annual report, 16% of our Bitcoin miners are participated in Kazakhstan’s local mining pools. The service
fees for Kazakhstan’s local mining pools is are 2.5% and 2.75% of the total proceeds
from the mining pools per month. The remaining 84% of our Bitcoin miners are arranged to participate in Binance’s Bitcoin mining
pools.

The
adopted mode of proceeds distribution is full price per share, or FPPS, and the formula is: per tera-hash theoretical proceeds
* hash rate * (1 + blockchain commission) * (1 - platform commission). The proceeds should be distributed to the owner of miners daily
only in the form of Bitcoin. Based on the actual Bitcoin arithmetic value achieved by NBTC’s mining machines connected to Binance
mining pool, the daily revenue we earn will be distributed to us on a daily basis, which can be verified according to the FPPS theoretical
revenue calculation. In case of any losses arising from Binance’s default, Binance should compensate NBTC Limited. If
NBTC Limited’s actual distributed mining revenue is lower than the FPPS theoretical revenue due to Binance’s fault, it will
be topped up by Binance according to the FPPS theoretical earnings due to NBTC Limited. The service fee is 3% of the total proceeds
from the mining pool per month, and we have guaranteed in the memorandum of understanding that during the term of the memorandum
of understanding, the aggregated service fees we pay should be no less than 1000Ph/s * 3% * 10 months. As of December 31, 2023,
the total fees under the memorandum of understanding have reached the guaranteed aggregated service fees.

 · Identify
                                            by name the local mining pools you use in Kazakhstan. Disclose the material terms of your
                                            agreements with those pools and file your agreements as exhibits to a current report or your
                                            next periodic report, or advise.

Response:

In
response to the Staff’s comment, the Company undertakes to file the agreements with the mining pools in Kazakhstan as exhibits
to the Company’s annual report on Form 20-F for the fiscal year ended December 31,
2024.

In response
to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as follows (page references
are made to the 2023 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 disclosed.

     4

 Securities
                                            and Exchange Commission

August 29,
2024

Page 5

Page 82:

Mining
pool operators

. .
.

Mining
pool operations in Kazakhstan

We
have used two locally registered mining pools in Kazakhstan.

In
2023, our service provider, LGHTSTR Ltd. signed a cooperation agreement with Pool4Miners Limited Liability Partnership, or Pool4Miners,
a registered provider of the Bitcoin mining pool services in Kazakhstan. According to the cooperation agreement:

 · NBTC
                                            wallet was opened to collect Bitcoin mining proceeds.

 · Control
                                             of the wallet has been fully given to NBTC by LGHTSTR Ltd.

 · Pool4Miners
                                            is entitled to 2.75% of all mined Bitcoin proceeds generated by the mining equipment of NBTC
                                            whereas NBTC is entitled to 97.25%.

 · Each
                                            party is responsible for its respective taxes.

 · LGHTSTR
                                            Ltd. is responsible to provide daily mining hash rate of no less than 82.88 PH/S to the pool.
                                            If the hash rate is less than 82.88 PH/S for fifteen consecutive days after the signing date
                                            of the cooperation agreement or any three consecutive days during the term of the cooperation
                                            agreement, Pool4Miners has the right to unilaterally terminate the agreement or change the
                                            Bitcoin distribution ratio.

 · Pool4Miners
                                            is responsible for technical operations of the pool, provision of information about operations
                                            of the pool (excluding its own financial performance) and provision of monthly Bitcoin mining
                                            reports to us.

 · Pool4Miners’
                                            liability is limited to the actual damages caused to LGHTSTR Ltd.

     5

 Securities
                                            and Exchange Commission

August 29,
2024

Page 6

In
March 2024, LGHTSTR Ltd.  terminated the agreement. In the same month, our service provider LGHTSTR Ltd. signed the Agreement
for the Provision of Services of Combining the Capacity of Hardware and Software Complex for Digital Mining of Digital Miners and Distribution
of Digital Assets Obtained as a  Result of Miners’ Activities, (the “Fish2Pool Agreement”) with Fish2Pool Kazakhstan Ltd., or Fish2Pool.
According to the Fish2Pool Agreement:

 · NBTC
                                            wallet was opened to collect Bitcoin mining proceeds.

 · Control
                                            of the wallet has been fully given to NBTC by LGHTSTR Ltd.

 · Fish2Pool
                                            undertakes to provide remote operational services in respect to our mining equipment: (a) acceptance
                                            of our mining equipment computing power to its serve equipment on a daily basis, and (b) distribution
                                            of digital assets to us daily.

 · Fish2Pool’s
                                            service fee is 2.5% of the distributed Bitcoin proceeds generated by our mining equipment
                                            in terms of the block reward, calculated in accordance with the FPPS calculation formula.
                                            Fish2Pool’s fee shall be paid by us on a daily basis only when we actually begin to
                                            engage in digital mining activities. The rate of Fish2Pool’s fee shall be fixed for
                                            one year from the signing date of the Fish2Pool Agreement if we can keep its weighted average
                                            hash rate in all accounts at above 150PH/S. The rate will be increased from 2.5% to 3.0%
                                            if the statistical probability of finding a new block for Bitcoin mining by our equipment
                                            during past three months falls below 80%.

 · Fish2Pool
                                            shall provide us with work reports daily. We have the right to object to the report within
                                            five days. Otherwise, report results shall be binding on us.

 · Each
                                            party shall be responsible for paying their respective taxes.

 · We
                                            have the right to terminate the agreement in case Fish

CORRESP
1
filename1.htm

The9 Limited

17 Floor, No. 130
Wu Song Road

Hong Kou District,
Shanghai 200080

People’s Republic
of China

July 22,
2024

VIA EDGAR

Mr. Rolf Sundwall

Ms. Kate Tillan

Mr. John Dana Brown

Ms. Sonia Bednarowski

Office of Crypto Assets

Division of Corporation Finance

100 F Street, NE

Washington, D.C., 20549

    Re:
    The9 Limited (the “Company”)

    Form 20-F for the Fiscal Year Ended December 31, 2023

    Correspondence Filed October 20, 2023

    File No. 001-34238

Dear Mr. Sundwall, Ms. Tillan,
Mr. Brown and Ms. Bednarowski,

The
Company has received the letter dated July 18, 2024 (the “Letter”) 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, 2023 filed with the Commission on April 15, 2024 (the “2023 Form 20-F”)
and the Company’s correspondence filed with the Commission on October 20, 2023 (the “Correspondence”).
The Company respectfully submits to request an extension to the deadline for responding to the Letter due to additional time needed to
gather sufficient information and prepare a thorough response. The Company will provide its response to the Letter via EDGAR as soon
as possible, no later than August 29, 2024.

If
you have any additional questions or comments regarding the 2023 Form 20-F and the Correspondence, please contact the undersigned
at +86 21 6108-6080 or the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP at +86 21 6193-8210
or haiping.li@skadden.com. Thank you very much.

    Very truly yours,

    The9 Limited

    By:
    /s/
    George Lai

    Name:
    George Lai

    Title:
    Director and Chief Financial Officer

    cc:
    Jun Zhu, Chairman of the Board of Directors and Chief Executive Officer, The9 Limited

    Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

    Mei Siu, Partner, RBSM LLP

July 18, 2024
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 Fiscal Year Ended December 31, 2023
Response dated October 20, 2023
File No. 1-34238
Dear George Lai:
            We have reviewed your October 20, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our August 29, 2023 letter.
Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2023
Information on the Company
Business Overview
Cryptocurrency Mining, page 85
1.Refer to your response to prior comments 6 and 7. In future filings, please expand to
disclose the location and number of miners at each location. Please revise to disclose how
many miners you own of each type of miner identified on page 80 and identify the crypto
assets mined by each type of miner.
Refer to your response to prior comment 9. Regarding your disclosure under the
subheading " Mining pool operators " on page 82, in future filings please revise as follows:
We note your disclosure on page 82 that your have signed a memorandum of
understanding with Binance Capital Management Co., Ltd. to procure long-term
cooperation of "more than three years." Revise to clarify the term of the •2.

July 18, 2024
Page 2
agreement. You also state that "[i]n the case of any losses arising from Binance's
default, Binance should compensate NBTC." Please clarify what you mean by
"Binance's default," and describe the losses you may incur due to such a default. File
the agreement as an exhibit to a current report or your next periodic report, or advise.
•Identify by name the local mining pools you use in Kazakhstan. Disclose the material
terms of your agreements with those pools and file your agreements as exhibits to a
current report or your next periodic report, or advise.
•Clearly disclose separately how proceeds distribution is calculated for the local
Kazakhstan bitcoin mining pools in which you operate and the Binance bitcoin
mining pools in which you operate.
3.Refer to your response to prior comment 10 and reissue the comment. In future filings,
provide a comprehensive, quantitative breakeven analysis for each crypto asset that you
mine, comparing the cost to earn/mine each crypto asset with the market value of that
crypto asset. Identify and explain all relevant inputs and assumptions. Quantitative tabular
disclosure may be helpful. As part of your breakeven analysis, please be sure to
reflect mining equipment costs, whether through depreciation or other appropriate
presentation. Additionally, clarify whether you finance the purchase of mining equipment
and if so, reflect financing costs in your breakeven analysis.
4.Refer to your response to prior comment 11. We note your disclosure on page 43 that you
"currently rely on the data center operators to insure their data centers, including, among
other things, our mining machines." In future filings, please describe the insurance
policies of the hosting facilities, including the degree to which they offer protection for
your miners.
5.Refer to your response to prior comment 12.  You state that all of your bitcoins are held in
cold wallets located in China.  In future filings, please describe the laws related to crypto
assets in China, and discuss whether you may have difficulty in transferring your crypto
assets out of China or within China.
6.Refer to your response to prior comment 16.  In future filings, to the extent material,
explain whether your crypto assets serve as collateral for any loan, margin,
rehypothecation, or other similar activities to which you or your affiliates are a party. If
so, identify and quantify the crypto assets used in these financing arrangements, and
disclose the nature of your relationship for loans with parties other than third parties. State
whether there are any encumbrances on the collateral. Separately, revise to clarify what
you mean by your disclosure that your bitcoins are "pledged" to Binance, disclose the
material terms of any related agreement, and file such agreement as an exhibit, or advise.
Internal Procedures with respect to Crypto Assets, page 87
7.In future filings, please delete the statement on page 88 that "No court ruling has yet been
made in connection with any crypto assets. With respect to crypto assets, there is currently
no certainty under the applicable legal test that such assets are not securities." We note
that there have been court rulings in this regard, the legal tests are well-established by
U.S. Supreme Court case law, and the Commission and staff have issued reports, orders
and statements that provide guidance on when a crypto asset may be a security for
purposes of the U.S. federal securities laws.

July 18, 2024
Page 3
Item 15. Controls and Procedures
Management's Annual Report on Internal Control over Financial Reporting, page 156
8.In response to prior comment 27, you told us that your CEO participated in the evaluation
of your internal control over financial reporting and you would include the CEO's
participation in your disclosure in future filings. You continue to disclose that your
management, with the participation of your chief financial officer and internal audit
manager, evaluated the effectiveness of your internal control over financial reporting. We
note from Exhibits 12.1 and 12.2 that your principal executive officer is your CEO and
your principal financial officer is your CFO. Please respond to the following:
•Tell us whether your principal executive officer participated in the evaluation of the
effectiveness of your internal control over financial reporting as of December 31,
2023. Refer to Rule 13(a)-15(c) under the Exchange Act.
•In future filings, if true, disclose the participation of your CEO in the evaluation of
the effectiveness of your internal control over financial reporting.
Note 2. Principal Accounting Policies
(9) Cryptocurrencies, page F-16
9.We acknowledge your response to prior comment 34. Please revise your disclosure in
future filings to state, if true, that your cryptocurrencies are reasonably expected to be
realized in cash or sold or consumed during the normal operation cycle of your business.
(12) Revenue Recognition, page F-17
10.In your response to prior comment 36 you provide in Annex A, a redacted Memorandum
of Understanding (MOU) that you characterize as being your mining agreement with the
pool operator. Also in your response to prior comment 36 you indicate that the agreement
is terminable at any time by either party without compensation. It is unclear how the
MOU can be your current mining agreement as Article 12c appears to indicate that the
agreement terminated on July 7, 2022 (365 days after its signing) yet Article 1 appears to
commit you to 50% of your mining being with the pool operator for at least four years
total from May 20, 2021. Please support your assertion that your mining pool agreement
can be terminated at any time by either party without compensation. In your response
address the following:
•Clarify whether the MOU is your current arrangement with the pool operator. If so,
explain why it did not terminate on July 7, 2022.
•Explain whether a separate follow-on agreement was negotiated consistent with the
implication in Article 12a of the MOU. If so, provide us a copy of that agreement.
•Explain how the agreement could be terminated at any time by either party when it
appears that you committed 50% of your mining resources to the pool for at least four
years.
•Whether or not you committed to participate in the pool for at least four years, clarify
whether the pool operator can terminate at any time, noting that under Article 12b of
the MOU it appears that three months advance written notice is required to terminate
the arrangement.

July 18, 2024
Page 4
11.In response to prior comment 40, you told us that you identified your performance
obligation as the transfer of ownership or access rights to the NFTs and after you sold the
NFTs to your customers and your customers controlled the NFTs, you do not have further
performance obligations. We note in Appendix B references to certain services such as
the use and access of the site and its services, use of an account, use of a hosted
wallet, and sending and receiving user data with third-party servicers. When considering
your performance obligations, explain to us how you evaluated the rights conveyed and
why you do not believe you have any ongoing performance obligations. Further, address
the impact of your sale of the NFT business and whether or not you have any remaining
obligations.
(16) Cost of Revenues, page F-20
12.We acknowledge your response to comment 42. For fees deducted by mining pools and
for revenue sharing to third-party platforms, please respond to the following:
•Tell us the amount of fees deducted by mining pools and for revenue sharing to third-
party platforms recognized in your financial statements for the periods presented.
•Tell us the significant terms of the revenue sharing to third-party platforms.
•Tell us your consideration of the application of ASC 606-10-32-25, and whether the
mining pool fees and revenue sharing should be reflected as a reduction of the
transaction price and, therefore, of revenue. Include a reasonably detailed explanation
of the factors you considered in applying the guidance in ASC 606.
Note 4. Discontinued Operations, page F-25
13.Please respond to the following regarding your sale of the NFT business on October 13,
2023.
•Summarize the significant rights and obligations of the parties to the sale agreement.
•Tell us how you calculated the gain on disposal of discontinued operations of
RMB158.8 million (US$22.4 million).
•Confirm for us that the buyer, PT. DIFI NFT INDONESIA, is a third party.
•You disclose that you sold 1 ordinary share of NFTSTAR Singapore Pte. LTD. (the
parent company of the NFT business group). Tell us whether the buyer acquired
100% of your NFT business.
•Tell us why the buyer purchased the NFT business for SGD 1.00, especially given the
disclosures that in January 2023 you  ceased operations of the NFT business and its
related blockchain-based online game and the net liabilities of the NFT business as of
December 31, 2022 were RMB 159,310,716. In your response, explain whether the
buyer assumed all of your liabilities as a result of the sale.
•Tell us the nature and amount of the significant components of the accounts payable
of the NFT business of RMB 158,800,167 as of December 31, 2022.

July 18, 2024
Page 5
Note 10. Cryptocurrencies, page F-34
14.We acknowledge your response to prior comments 44 and 45. Please respond to the
following:
•In future filings, disclose the cost basis for each significant crypto asset holding, as
determined by the fair value, and disclose the aggregated cost bases of crypto asset
holdings that are not individually significant. Refer to ASC 350-60-50-1.
•With respect to your pledged BTC, in future filings disclose the remaining duration of
the pledge and the circumstances that could cause the pledge to lapse. Refer to ASC
350-60-50-6 and 50-7.
Note 9. Property, Equipment and Software, Net, page F-34
15.We acknowledge your response to prior comment 43. Although you stated in your
response that you would revise future filings, we did not find the requested disclosures.
We note that you recognized an impairment loss of equipment of RMB11.6 million,
RMB176.9 million and RMB161.0 million for the years ended December 31, 2021, 2022
and 2023, respectively. Please revise future filings to disclose the following and refer to
ASC 360, including ASC 360-10-50-2:
•your accounting policy for the impairment of property, plant, and equipment;
•a description of the facts and circumstances leading to the impairment; and
•the method(s) used for determining fair value.
            Please contact Kate Tillan at 202-551-3604 or Rolf Sundwall at 202-551-3105 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-3859 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

The9 Limited

17 Floor, No. 130 Wu Song Road

Hong Kou District, Shanghai 200080

People’s Republic of China

October 20, 2023

VIA EDGAR

Mr. Rolf Sundwall

Ms. Kate Tillan

Mr. John Dana Brown

Ms. Sonia Bednarowski

Office of Crypto Assets

Division of Corporation Finance

100 F Street, NE

Washington, D.C., 20549

 Re: The9 Limited (the “Company”)

Form 20-F for the Fiscal Year Ended December 31,
2022

Correspondence Filed April 28, 2023

File No. 001-34238

Dear Mr. Sundwall, Ms. Tillan, Mr. Brown and Ms. Bednarowski,

This letter sets forth the
Company’s responses to the comments contained in the letter dated August 29, 2023 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, 2022 filed with the Commission on May 1, 2023 (the “2022 Form 20-F”)
and the Company’s correspondence filed with the Commission on April 28, 2023 (the “Correspondence”) 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 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 2022 Form 20-F and the Correspondence.

Annual Report on Form 20-F for the
Fiscal Year Ended December 31, 2022

General

 1. We note your response to prior comment 3. Your analysis is incomplete. For example, your analysis does
not address all types of NFTs that you issue, such as those referenced in the following statement: “certain NFTs may entitle our
customers to additional perks, such as merch items, gifts, participation in events organized by NFTSTAR.” Your analysis also does
not address your role in supporting the secondary price of the NFTs or your ongoing right to receive a percentage of the proceeds of secondary
sales of the NFTs. Further, your analysis is conclusory and does not provide support for many assertions. Finally, your analysis with
respect to your pre-May 2022 activities and post-May 2022 activities is identical and does not address the differences in such
activities or your role in such activities. Please supplementally provide us with a revised legal analysis addressing these issues.

Securities and Exchange Commission

October 20, 2023

Page 2

Response:

The
Company respectfully advises the Staff that it terminated NFTSTAR and MetaGoal operations in 2023 since their revenues were much
lower than expected. Since January 2023, the Company no longer mints or offers NFTs, or provided any services related to previously
minted NFTs. NFTs previously issued by the Company are only available on third-party trading sites that the Company does not operate or
control. The Company’s only continued interest in the previously-issued NFTs is royalties received on secondary sales, which are
minimal.

The
Company also respectfully advises the Staff that in January of 2023, the Company ceased operations of its NFT business and
its related blockchain-based online game, MetaGoal. The decision to cease operations of the NFT business was primarily a result of unfavorable
financial performance. As of the date of termination of these operations, the NFT business and MetaGoal generated less than $100,000 of
revenue in 2023. In light of this development, these operations are no longer material and will not be relevant to the company’s
financial results going forward.

The Company respectfully provides the
following supplemental description of its historical NFT marketplace and analysis addressing why the NFTs should not be considered securities
under Section 2(a)(1) of the Securities Act of 1933. Until January of 2023, the Company’s NFT business consisted
of the creation and minting of a series of NFTs containing digital images of soccer celebrities, with whom the Company entered into licensing
agreements. The Company sold three distinct NFT collections. We sold 200 NFT products of Figo, which is also the outstanding amount in
the secondary market. We sold 5,630 NFT products of Son, and re-purchased 966 of those. Therefore the outstanding amount in the secondary
market is 4,664. We sold 1,498 NFT products of Neymar, which is also the outstanding amount in the secondary market. The technical nature
of the NFTs minted are consistent in that they contain similar metadata and were minted on the Polygon blockchain.

    2

Securities and Exchange Commission

October 20, 2023

Page 3

As part of the Company’s marketing
efforts, the Company provided purchasers of certain NFTs with the ability to use those purchased NFTs in order to claim additional rewards
or perks. These perks consisted of earning in-game currency coins, winning prizes such as memorabilia signed by celebrities, and obtaining
early access to certain events. While the Company facilitated the ability of customers to use their purchased NFTs to earn in-game currency
in Metagoal, the Company did not have any obligation to do so and does not have any ongoing obligations to the holders of any of the NFTs
sold. We developed a blockchain-based on-line game, MetaGoal, trying to attract more customers. Customers may use their purchased NFTs
to earn in-game currency (we called it Starcoin at the beginning and Mcoin afterwards when we wanted to separate Metagoal from NFTSTAR)
and player cards. Customers may use such rewards in the game play of MetaGoal. When the customers purchased our NFTs, we did not commit
to provide such Metagoal game service to the customers though. Alternatively, players can spend money to buy Starcoins/Mcoins to play
in MetaGoal.

As noted above, the Company does not
currently, and will not in the future, engage in any actions designed to support the secondary price of the NFTs. The secondary market
for the Company’s NFTs is dependent on the willingness of customers to trade their NFTs. From May 4, 2022 to June 8, 2022,
the Company did engage in certain repurchases of NFTs. Specifically, the Company sold 5,630 NFT products of Son, and re-purchased 966
of those. Under the terms of the agreement between OpenSea and the NFTSTAR, NFTSTAR may set seller secondary fee of up to 10% of the publicly
recorded sale price of the applicable NFT, as specified by seller upon logging into seller’s account and accessing the collection
editor feature. NFTSTAR has set such fee at 5% of an NFT’s sales value from any secondary sale transactions.

    3

Securities and Exchange Commission

October 20, 2023

Page 4

Prior to May 2022, we required
that customers create a centrally managed account on NFTSTAR’s website in order to purchase NFTs in exchange for fiat or cryptocurrencies
or to withdraw resale proceeds in the form of fiat currency following a secondary transaction (referred to in the Company’s filings
as the “Marketplace Account Operations”). In connection with the Marketplace Account Operations, the Company used a centralized
Web 2.0 model and collected all payments for traded NFTs into the single pool under its management. As of May 2022, the Company transitioned
to offering its proprietary NFTs on third-party platforms only. NFTSTAR stopped processing customers’ payments on its own platform.
The Company has transitioned to decentralized Web3 model of operations and does not require consumers to open centrally managed accounts
on its website in order to purchase our NFTs. Customers may purchase NFTs from third-party platforms, such as OpenSea. NFTSTAR creates
NFTs and mints its final product NFTs on such platforms.

Whether a particular non-fungible token
(NFT) is a “security” is subject to some uncertainty. The Company has evaluated its historical NFT business and is of the
view that the business did not involve the offer and sale of securities. In making this determination, the Company considered the nature
and structure of the digital assets that were made available on its platform, as well as a number of other factors, including the provisions
of U.S. federal securities laws, judicial precedent (such as the U.S. Supreme Court’s decisions in the SEC v. W.J. Howey Co., 328
U.S. 293 (1946) and the Reves v. Ernst & Young, 494 U.S. 56 (1990) cases, as well as the Federal District Court’s decision
in the Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce Fenner & Smith, 756 F.2d 230 (2d Cir. 1985) case), the SEC’s
Framework for Investment Contract Analysis of Digital Assets published by the Commission’s Strategic Hub for Innovation and Financial
Technology1 (“FinHub Framework”), and reports, orders, press releases, public statements and speeches by the SEC and its staff
providing guidance on when a digital asset may be a security for purposes of the federal securities laws.

Section 2(a)(1) of the Act
defines the term “security” to include an “investment contract.” Under the relevant legal framework, an “investment
contract” exists when there is an agreement, contract or scheme involving an investment of money in a common enterprise with a reasonable
expectation of profits to be derived from the efforts of others. In considering the qualities of a transaction, courts look to the “economic
reality” of the transaction and “what character the instrument is given in commerce by the terms, the plan of distribution,
and the economic inducements held out to the prospect.” Finhub, Framework for “Investment Contract” Analysis of Digital
Assets (the “ Framework ”), Section II.C (Apr. 3, 2019), https://www.sec.gov/corpfin/framework-investment-contract-analysis-digital-assets.

    4

Securities and Exchange Commission

October 20, 2023

Page 5

The Company does not believe that the
 “expectation of profits derived from the efforts of others” prong of the Howey test has been met. The Company did not engage
in any marketing suggesting that that the NFTs constitute an investment or that the value of the NFTs would appreciate over time. Further,
other than temporary repurchases of the NFTs for its own account, the Company did not engage in any activities intended to drive price
appreciation. Finally, as of May 2022, the Company ceased providing a platform for secondary transactions of the NFTs.

 2. In future filings, provide disclosure of any significant crypto asset market developments material
to understanding or assessing your business, financial condition and results of operations or share price since your last reporting period,
including any material impact from the price volatility of crypto assets.

Response:

In response to the Staff’s comment,
the Company respectfully proposes to revise the referenced disclosure as follows (page references are made to the 2022 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 disclosed.

Page 20:

Economic and geopolitical
events may create increased uncertainty and price changes, and we may face further restrictions on our liquidity due to unique risks related
to recent crypto asset market developments.

We are subject to price volatility
and uncertainty due to geopolitical crises and economic downturns. Such geopolitical crises and global economic downturns may be a result
of invasion, or possible invasion by one nation of another, leading to increased inflation and supply chain volatility. Such crises will
likely continue to have an effect on our ability to do business in a cost-effective manner.

    5

Securities and Exchange Commission

October 20, 2023

Page 6

Inflation has caused the price of
materials to increase leading to increased expenses to our business. Global crises and economic downturns may also have the effect of
discouraging investment in Bitcoin as investors shift their investments to less volatile assets. Such shift could have a materially adverse
effect on our business, operations and the value of the Bitcoin we mine.

The risks to our liquidity and market
outlook would include the following:

 · Deteriorating macroeconomic conditions as a result of the potential for recession in 2023 discussed
in the media.

 · U.S. government monetary policies and interest rate increases by the U.S. Federal Reserve Board may
lead investors to rotate their investments out of the growth stocks, such as the Company’s stock, to the value stocks and fixed
income instruments.

 · Additional challenges arising from catastrophic events (such the FTX collapse and multiple bankruptcies
of bitcoin mining companies in 2022 and 2023) that would adversely affect the credibility of, and therefore investor confidence in, companies
engaged in the digital assets space.

 · Additional declines in bitcoin prices and/or production, and increases in electricity costs which could
adversely impact both the value of our bitcoin holdings and our ongoing profitability.

 · Further instability in the banking system and collapse of more banking institutions which could put
the liquidity and cash assets of third parties with which we do business such as miner hosting entities and suppliers and us, if we bank
in the future with an institution which subsequently collapses.

 3. We note that you hold Filecoin and generate revenue from Filecoin mining. The Commission is of the
view that Filecoin meets the definition of a security under the U.S. federal securities laws. In future filings please revise your disclosure
where appropriate to provide a detailed discussion regarding the impact this may have on your business, financial condition and results
of operations.

Response:

In response to the Staff’s comment,
the Company respectfully proposes to revise the referenced disclosure as follows (page references are made to the 2022 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 disclosed.

    6

Securities and Exchange Commission

October 20, 2023

Page 7

Page 35:

The SEC’s determination
that Filecoin or any other cryptocurrency is a “security” may adversely affect the value of such cryptocurrency and could
therefore adversely affect our business, prospects or operations.

Depending on its characteristics,
a cryptocurrency may be considered a “security” under the federal securities laws. The test for determining whether a particular
cryptocurrency is a “security” is complex and difficult to apply, and the outcome is difficult to predict. Whether a cryptocurrency
is a security under the federal securities laws depends on whether it is included in the lists of instruments making up the definition
of “security” in the Securities Act, the Exchange Act, and the Investment Company Act. Cryptocurrencies as such do not appear
in any of these lists, although each list includes the terms “investment contract” and “note,” and the SEC has
typically analyzed whether a particular cryptocurrency is a security by reference to whether it meets the tests developed by the federal
courts interpreting these terms, known as the Howey and Reves tests, respectively. For many cryptocurrencies, whether or not the Howey
or Reves tests are met is difficult to resolve definitively, and substantial legal arguments can often be made both in favor of and against
a particular digital asset qualifying as a security under one or both of the Howey and Reves tests. Adding to the complexity, the SEC
staff has indicated that the security status of a particular digital asset can change over time as the relevant facts evolve.

Current and future legislation and
SEC-rulemaking and other regulatory developments, including interpretations released by a regulatory authorit

CORRESP
1
filename1.htm

The9 Limited

17 Floor, No. 130
Wu Song Road

Hong Kou District,
Shanghai 200080

People’s Republic
of China

September 27,
2023

VIA EDGAR

Mr. Rolf Sundwall

Ms. Kate Tillan

Mr. John Dana Brown

Ms. Sonia Bednarowski

Office of Crypto Assets

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, 2022

    Correspondence Filed April 28, 2023

    File No. 001-34238

Dear Mr. Sundwall, Ms. Tillan,
Mr. Brown and Ms. Bednarowski,

The
Company has received the letter dated August 29, 2023 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, 2022 filed with the Commission on May 1, 2023 (the “2022 Form 20-F”) and the Company’s
correspondence filed with the Commission on April 28, 2023 (the “Correspondence”) 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 Company
has previously submitted a letter dated August 30, 2023 to request an extension to the deadline for responding to the Letter to
September 27, 2023.

The
Company respectfully submits to the Staff to request a further extension to the deadline for responding to the letter due to the additional
time needed to prepare thorough responses and the upcoming seven-day National Day Golden Week holiday in China. The Company will provide
its response to the letter via EDGAR as soon as possible, no later than October 20, 2023.

If
you have any additional questions or comments regarding the 2022 Form 20-F and the Correspondence, please contact the undersigned
at +86 21 6108-6080 or the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP at +86 21 6193-8210
or haiping.li@skadden.com. Thank you very much.

    Very truly yours,

    The9 Limited

    By:
    /s/ George Lai

    Name: George Lai

    Title:   Director and Chief Financial
    Officer

    cc:
    Jun Zhu, Chairman of the Board of Directors and Chief Executive Officer, The9 Limited

    Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

    Mei Siu, Partner, RBSM LLP

CORRESP
1
filename1.htm

The9 Limited

17 Floor, No. 130
Wu Song Road

Hong Kou District,
Shanghai 200080

People’s Republic
of China

August
30, 2023

VIA EDGAR

Mr. Rolf Sundwall

Ms. Kate Tillan

Mr. John Dana Brown

Ms. Sonia Bednarowski

Office of Crypto Assets

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, 2022

                                            Correspondence Filed April 28, 2023

                                            File No. 001-34238

Dear Mr. Sundwall, Ms. Tillan, Mr. Brown and Ms. Bednarowski,

The Company has received the
letter dated August 29, 2023 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, 2022 filed with the Commission on May
1, 2023 (the “2022 Form 20-F”) and the Company’s correspondence filed with the Commission on April 28, 2023 (the
“Correspondence”) 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 Company respectfully submits to request an extension to the deadline for responding to the
letter due to additional time needed to prepare a thorough response. The Company will provide its response to the letter via EDGAR as
soon as possible, in any event no later than September 27, 2023.

If you have any additional
questions or comments regarding the 2022 Form 20-F and the Correspondence, please contact the undersigned at +86 21 6108-6080 or the Company’s
U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP at +86 21 6193-8210 or haiping.li@skadden.com. Thank you very
much.

    Very truly yours,

    The9 Limited

    By:
     /s/ George Lai

    Name:
    George Lai

    Title:
    Director and Chief Financial Officer

cc: Jun Zhu, Chairman of the Board of Directors and Chief Executive
Officer, The9 Limited

Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 Mei Siu, Partner, RBSM LLP

United States securities and exchange commission logo
August 29, 2023
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, 2022
Correspondence Filed April 28, 2023
File No. 1-34238
Dear George Lai:
            We have reviewed your April 28, 2023 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
April 25, 2023 letter.
Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2022
General
1.We note your response to prior comment 3.  Your analysis is incomplete.  For example,
your analysis does not address all types of NFTs that you issue, such as those referenced
in the following statement:  “certain NFTs may entitle our customers to additional perks,
such as merch items, gifts, participation in events organized by NFTSTAR.”  Your
analysis also does not address your role in supporting the secondary price of the NFTs or
your ongoing right to receive a percentage of the proceeds of secondary sales of the
NFTs.  Further, your analysis is conclusory and does not provide support for many
assertions.  Finally, your analysis with respect to your pre-May 2022 activities and post-
May 2022 activities is identical and does not address the differences in such activities or

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 August 29, 2023 Page 2
 FirstName LastNameGeorge Lai
The9 LTD
August 29, 2023
Page 2
your role in such activities.  Please supplementally provide us with a revised legal analysis
addressing these issues.
2.In future filings, provide disclosure of any significant crypto asset market developments
material to understanding or assessing your business, financial condition and results of
operations or share price since your last reporting period, including any material impact
from the price volatility of crypto assets.
3.We note that you hold Filecoin and generate revenue from Filecoin mining.  The
Commission is of the view that Filecoin meets the definition of a security under the U.S.
federal securities laws.  In future filings please revise your disclosure where appropriate to
provide a detailed discussion regarding the impact this may have on your business,
financial condition and results of operations.
Risk Factors
Risk Factors Related to Our Company and Our Industry, page 17
4.We note that you are not authorized or permitted to offer your products and services to
customers outside of the jurisdictions where you have obtained the required governmental
licenses and authorizations. In future filings, describe any material risks you face from
unauthorized or impermissible customer access to your products and services outside of
those jurisdictions.  Describe any steps you take to restrict access of U.S. persons to your
products and services and any related material risks.
While NFTs themselves are not likely to be classified as securities, page 34
5.Please revise to remove your legal analysis and conclusions, including the statement here
and on page 2 that the “NFTs themselves are not likely to be classified as securities.”
Please also revise to remove your legal analysis from the disclosure on pages 88 and 89.
Cryptocurrency Mining, page 85
6.In future filings, please clearly disclose the locations of the mining facilities that host your
miners, the numbers of miners hosted and the hash rate of the miners hosted. In
addition, identify the entity that manages the mining facility, and disclose the material
terms of each agreement with the mining facility, including the term, termination
provisions, the services provided and the fees.
7.In future filings, please expand your description of your miners to disclose the types of
miners you own, the average, mean and range of ages of the miners and the average, mean
and range of the energy efficiency of your miners.
8.In future filings, please disclose the policies related to the uses for your mined Bitcoin and
mined Filecoin, and disclose how you monetize your Bitcoin and Filecoin, including
exchanges you use to monetize Bitcoin and Filecoin, whether you have any agreements
with any exchanges, and the percentage of your crypto asset holdings that you store on
any exchanges' platform.  In this regard, we note your disclosure on page 30 that many of

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 August 29, 2023 Page 3
 FirstName LastNameGeorge Lai
The9 LTD
August 29, 2023
Page 3
your crypto assets are held by exchanges. In addition, we note that you hold other types of
crypto assets.  Please identify here the types and amount of such crypto assets and discuss
the purpose of holding other types of crypto assets.
9.In future filings, please identify the mining pool operators you use for your Bitcoin mining
operations, disclose the material terms of these mining pool agreements and state whether
or not all of your Bitcoin miners participate in the mining pools.  In addition, please
disclose whether these mining pools provide services only for Bitcoin mining, or if they
are multi-crypto asset mining pools, the fees associated with participating with the mining
pools and whether payouts are limited to only Bitcoin.  Similarly, disclose whether or not
you participate in Filecoin mining pools, and, if so, identify the mining pool operators you
use for your Filecoin mining operations, whether the mining pools provide services only
for Filecoin mining or if they are multi-crypto asset mining pools, the fees associated the
mining pools and whether the payouts are limited only to Filecoin.
10.In future filings, please include a comprehensive breakeven analysis for your Bitcoin
mining operations, your Filecoin mining operations and any other crypto assets that you
earn or mine that compares the cost to earn/mine one crypto asset with the value of the
crypto asset.  Your analysis should identify and explain the inputs used in your
calculation.
11.In future filings, please revise your disclosure to describe the terms and provisions of your
insurance policies covering your crypto assets in the event of loss or fraud, including the
amount of coverage, the term, the termination provisions, the renewal options and the
limitations on coverage.  In addition, please disclose the material terms of your insurance
policies covering your miners.  To the extent that you do not have insurance coverage for
your crypto assets or miners, please add risk factor disclosure as appropriate.
12.We note your disclosure on page 83 that in July 2022 you changed to self-custody.  In
future filings, please revise to disclose your custody procedures, including, what portion
of your Bitcoin, Filecoin and other crypto assets are held in hot wallets and cold
wallets, the geographic location where digital assets are held in cold wallets, and any other
security measures used.
13.In future filings, regarding any crypto assets held by any mining pools in which you
currently, or plan to, participate, discuss how such crypto assets are held by the pool,
including whether it is required to hold crypto assets in cold storage, what security
precautions it is required to undertake, what inspection rights you have, and what type of
insurance the pool operator is required to have to protect you from loss.
Information on the Company
Business Overview, page 85
14.In future filings, clarify whether you have material assets that may not be recovered or
may otherwise be lost or misappropriated due to the bankruptcies of entities in the crypto
asset market and other related businesses.

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 August 29, 2023 Page 4
 FirstName LastNameGeorge Lai
The9 LTD
August 29, 2023
Page 4
15.In future filings, if material to an understanding of your business, describe any direct or
indirect exposures to other counterparties, customers, custodians, or other participants in
crypto asset markets known to:
•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment
for the benefit of creditors, or have had a receiver appointed for them.
•Have experienced excessive redemptions or suspended redemptions or withdrawals
of crypto assets.
•Have the crypto assets of their customers unaccounted for.
•Have experienced material corporate compliance failures.
16.In future filings, to the extent material, explain whether your crypto assets or mining
machines serve as collateral for any loan, margin, rehypothecation, or other similar
activities to which you or your affiliates are a party.  If so, identify and quantify the crypto
assets or mining machines used in these financing arrangements, and disclose the nature
of your relationship for loans with parties other than third-parties.  State whether there are
any encumbrances on the collateral.  Discuss whether the current crypto asset market
disruption has affected the value of the underlying collateral.
NFT Business
Our roles in the NFT business, page 88
17.We note your disclosure on page 88 that prior to May 2022, NFTSTAR operated a
platform in which users could open accounts in order to be able to purchase and sell your
minted NFTs but that, in May 2022, you offered your NFTs on third-party platforms.  In
future filings please disclose whether you still operate a platform in which users may
purchase and sell NFTs.
18.In future filings, please explain the rights and obligations of the NFTs you have minted
and issued.  In this regard, we note your disclosure that you provide auxiliary
entertainment to NFT holders like a blockchain-based on-line game, MetaGoal in which
users may use their NFTs to earn in-game currency or player cards and that certain NFTs
entitle customers to additional perks such as merchandise items, gifts and participation in
events organized by NFTSTAR.  Please disclose the number and type of NFTs
outstanding and the number of NFTs that you have re-purchased.
19.In future filings, please discuss your internal policies and procedures for conducting due
diligence for anti-money laundering, know your customer, and/or compliance with the
Office of Foreign Assets Control related requirements.
20.In future filings, please identify the risks to NFT holders and your platform users' assets in
the event of insolvency or bankruptcy of any The9 Limited entities.
21.In future filings, please disclose whether you accept crypto assets as payments for NFTs
or services provided by your platform.  If so, please disclose the crypto assets you accept
as payment, how you determine the value of such crypto assets and your policies related
to monetizing such crypto assets.

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 August 29, 2023 Page 5
 FirstName LastName
George Lai
The9 LTD
August 29, 2023
Page 5
22.In future filings, please disclose the services your currently offer on your platform.  To the
extent that you offer wallets to NFTs holders and/or others and hold customer assets on
your platform, please revise to disclose the steps you take to safeguard your
customers' crypto assets, describe any policies and procedures you have regarding the
commingling of assets, including customers' assets, your assets and those of affiliates or
others.  In addition, identify what material changes, if any, have been made to your
processes in light of the current crypto asset market disruption.
23.In future filings, please disclose whether you offer your NFTs or any other services to
U.S. persons and within the U.S.
Internal procedures, page 90
24.Refer to your response to comment 1.  We note your disclosure:

•On page 35, "Public statements by senior officials at the SEC indicate that the SEC
does not currently intend to take the position that Bitcoin or Ethereum are securities
in their current form;"
•On page 35, "Bitcoin and Ethereum are the only cryptocurrencies as to which senior
officials at the SEC have publicly expressed a view;"
•On page 35, "With respect to all other cryptocurrencies, there is currently no certainty
under the applicable legal test that such assets are not securities';"
•On page 90, "The legal test for determining whether any given crypto asset is a
security . . . evolves over time, and the outcome is difficult to predict;" and
•On page 90, "The SEC generally does not provide advance guidance or confirmation
on the status of any particular crypto asset is a security."

In future filings please remove or revise these statements in light of the fact that the
Commission has identified numerous crypto assets as securities, the reference to public
statements about Ethereum in its current form are inaccurate, the legal tests are well-
established by U.S. Supreme Court case law, and the Commission and staff have issued
reports, orders and statements that provide guidance on when a crypto asset may be a
security for purposes of the U.S. federal securities laws.
Operating and Financial Review and Prospects, page 111
25.In future filings, to the extent material, explain whether, to your knowledge, crypto assets
you have issued serve as collateral for any other person’s or entity’s loan, margin,
rehypothecation or similar activity.  If so, discuss whether the current crypto asset market
disruption has impacted the value of the underlying collateral and explain any material
financing and liquidity risk this raises for your business.

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 August 29, 2023 Page 6
 FirstName LastName
George Lai
The9 LTD
August 29, 2023
Page 6
Item 5. Operating and Financial Review and Prospects
Results of Operations
Year 2022 Compared to Year 2021, page 118
26.You disclose that in 2021 you recognized a gain on rebooking the investment in FF
Intelligent. Please tell us the amount of the gain recognized and how you applied the
accounting literature to your facts and circumstances.
Item 15. Controls and Procedures
Management's Annual Report on Internal Control Over Financial Reporting, page 163
27.Please respond to the following:
•You disclose that your management, with the participation of your chief financial
officer and internal audit manager, evaluated the effectiveness of your internal
control over financial reporting. We note from Exhibits 12.1 and 12.2 that your
principal executive officer is your CEO and your principal financial officer is your
CFO. Tell us whether your principal executive officer participated in the evaluation
of the effectiveness of your internal control over financial reporting and why you do
not refer to that participation in your disclosure. Refer to Rule 13(a)-15(c) under the
Exchange Act.
•You disclose that management concluded that the company did not maintain effective
internal control over financial reporting as of December 31, 2022 due to a significant
deficiency related to the untimely period-end closing at the subsidiary level for
certain subsidiaries. Tell us in sufficient detail why you refer to the matter identified
as a significant deficiency and not a material weakness. Refer to AS 2201.62 to
2201.70 and 2201.A7 and .A11.
Consolidated Financial Statements
Report of Independent Public Accounting Firm, page F-3
28.Please respond to the following:
•We note that the report of RBSM LLP does not refer to an audit of the
schedule. Amend the the filing to include an audit report that includes a reference
to the schedule included pursuant to Rule 12-04 of Regulation S-X. Refer to AS
3101.
•Ask RBSM LLP to amend their re

CORRESP
1
filename1.htm

The9 Limited

17 Floor, No. 130 Wu Song Road

Hong Kou District, Shanghai 200080

People’s Republic of China

April 28, 2023

VIA EDGAR

Ms. Suying Li

Ms. Ta Tanisha Meadows

Ms. Taylor Beech

Ms. Kate Beukenkamp

Office of Trade & Services

Division of Corporation 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. Li, Ms. Meadows, Ms. Beech and Ms. Beukenkamp,

This letter sets forth the
Company’s responses to the comments contained in the letter dated April 25, 2023 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 March 20, 2023. 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 March
20, 2023

General

 1. We note your proposed disclosure in response to comment 1 that “the SEC’s views in this
area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution.” Please remove these
statements as the legal tests are well-established by U.S. Supreme Court case law, and the Commission and staff have issued reports, orders,
and statements that provide guidance on when a crypto asset may be a security for purposes of the U.S. federal securities laws.

    Securities and Exchange Commission

April 28, 2023

Page 2

In response to the
Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as follows (page references are 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 disclosed. The bold text is added on top of the proposed disclosure in the Company’s prior response.

Page 79:

NFT Business

. . .

Internal
procedures

As of the date
of this annual report, we only mine Bitcoin. Public statements by senior officials at the SEC indicate that the SEC does not currently
intend to take the position that Bitcoin is a security in its current form. The SEC defines securities based on the Howey Test, which
says a security is “a contract, transaction or scheme whereby a person invests his money in a common enterprise and is led to expect
profits solely from the efforts of the promoter or a third party.” Therefore, for any other crypto assets, including our NFTs, we
take this definition as determination guideline. However, the legal test for determining whether any given crypto asset is a security
is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult to predict. The SEC generally does not
provide advance guidance or confirmation on the status of any particular crypto asset as a security. Furthermore, the
SEC’s views in this area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution.
It it is also possible that a change in the governing administration or the appointment of new SEC commissioners
could substantially impact the views of the SEC and its staff.

. . .

 2. We note your response to prior comment 2, including proposing the addition of four risk factors addressing
a discussion of your business and NFTs. Please further revise your risk factor titled “The operation of our NFT trading and community
platform is dependent on accepted and secured blockchains” to expand your discussion to disclose how this risk may affect you (e.g.,
impact to your business operations or financial performance, including identifying relevant blockchains on which your platform operates
and discussion of risks that may impact the security and reliability of these blockchains). We note your
response to comment 5 that identifies your use of Polygon and Ethereum blockchains.

    Securities and Exchange Commission

April 28, 2023

Page 3

Additionally,
please revise your risk factor titled “There can be no assurance that the market for NFTs will be developed and sustained, which
may materially adversely affect our business operations” to expand your discussion to disclose the implications to you of users
being unable to trade, purchase and sell their NFTs.

In response to the
Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as follows (page references are 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 disclosed. The bold text is added on top of the proposed disclosure in the Company’s prior response.

Page 23:

The operation
of our NFT trading and community platform is dependent on accepted and secured blockchain.

Our ability to
operate our NFT trading and community platform is dependent on accepted and secured blockchain. Failure to maintain a secured and reliable
blockchain will adversely affect our ability to operate a platform where our users can trade, purchase and sell their NFTs. Shut down
of blockchains, such as Polygon and Ethereum blockchains we use, could cause the trading of historically issued NFTs to be temporarily
suspended on the secondary market, thereby decreasing the royalty fees we could earn. Furthermore, if a blockchain becomes known for being
susceptible to hacks and manipulation by malicious players, our customers may be hesitant to purchase NFTs built on that blockchain. As
a result, we will have to identify alternative public blockchains for NFT development, which could be both costly and time-consuming to
us.

There can
be no assurance that the market for NFTs will be developed and sustained, which may materially adversely affect our business operations.

The market for
digital assets, including, without limitation, NFTs, is still nascent. Accordingly, the market for NFTs may not develop, of if a market
does develop, such value be maintained. If no market develops for NFTs in the future, it may be difficult or impossible for us to develop
and maintain a platform where our users can trade, purchase and sell their NFTs. If we could not receive transaction fees from secondary
market due to these users being unable to trade, purchase and sell their NFTs, our business operations and financial performance may be
negatively affected.

    Securities and Exchange Commission

April 28, 2023

Page 4

 3. We note your proposed revised disclosure in response to comment 4 and reissue our comment. Please provide
a detailed legal analysis, specifically addressing your role in the creation of the NFTs and operation of the platform, including the
company’s efforts to limit supply and to operate and maintain the secondary market. The legal analysis should specifically address
your operations pre-Mary 2022 changes and post-May 2022 changes and how these facts apply under the Howey test.

In response to the
Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as follows (page references are 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 disclosed. The bold text is added on top of the proposed disclosure in the Company’s prior response.

Page 79:

NFT Business

. . .

Our roles
in the NFT business

Pre-May
2022 Operations

NFTSTAR acted
as the centralized platform owner. NFTSTAR offered proprietary NFT products on its platform to the consumers. NFTSTAR owned and organized
the entire creation process of the NFTs from IP license negotiation to minting of the final NFT products and displaying them on its platform
for sale. NFTSTAR created its NFT products featuring sports celebrities with whom NFTSTAR entered into licensing agreements. NFTSTAR negotiated
and signed license agreements with various sports celebrities to license the right to use their names, voice, likeness, quotes, visual
or artistic representation and other identifiable information in order to produce proprietary NFT collections. NFTSTAR used an in-house
team of digital art designers and creators who set and create artistic themes for each NFT collection. NFTSTAR sometimes outsourced art
work to third-party digital art and design studios based on the work service agreements with them. Through such processes final NFT product
was created and posted on the platform for sale.

    Securities and Exchange Commission

April 28, 2023

Page 5

NFTSTAR targeted
fans of these sports stars to purchase NFTs. As a platform owner, NFTSTAR offered consumers to open up accounts on the platform in
order to be able to purchase and sell NFTs of their favorite sports star on the platform. Consumers were required to create a
centrally-managed account on the NFTSTAR’s website in order to buy the NFTs in exchange for fiat or cryptocurrencies and were
able to withdraw re-sale proceeds in the form of fiat after they sold their NFTs in a secondary transaction, i.e., the Marketplace
Account Operations. In connection with the Marketplace Account Operations, we used centralized web 2.0 model and collected all
payments for traded NFTs into the single pool under our management. We outsourced payments in fiat to third-party PSP. KYC was
conducted by PSP on their webpage. Similarly, KYC was conducted by PSP when customers withdrew fiat. We used omnibus structure for
storing client payments and made withdrawals from the same account.

In respect
to the supply limitation and secondary market dynamics, NFTSTAR decided on the total number of NFTs to be issued for each collection based
on (i) its market research of similar NFT collections across various platforms, (ii) cost of production, and expected revenue targets
based on unit price and total amount, and (iii) number of NFTSTAR’s followers on various social media channels, like Discord. In
the case where the set number of any particular NFT collection is far greater than initial sales number, NFTSTAR could announce to its
customers that collection size will be reduced and then cancels excess NFTs from its subsequent offering. Secondary market for our NFTs
is developed by the willingness of our customers to trade their NFTs. NFTSTAR manages social media account to engage with customers and
maintain the community of sports fans.

The SEC defines
securities based on the Howey Test, which says a security is “a contract, transaction or scheme whereby a person invests
his money in a common enterprise and is led to expect profits solely from the efforts of the promoter or a third party.” With respect
to NFTs, we do not think NFTs produced by NFTSTAR are securities as they constitute art or collectibles with the consumptive value and
they are finished products whose value is determined at a sale that is made directly to a buyer. We target consumers who are fans of sport
stars and enjoy owning piece of their likeness. Our NFTs are not marketed to reward holders with appreciation, profit, or dividends. NFTSTAR
is not obligated to and does not plan to distribute any profit from its operation to any NFT holders. Our NFTs are more resembling sports
cards than investment product. NFTSTAR is not an agent for the sports stars and does not extend any managerial efforts that will enhance
popularity of any star and hence the value of their NFTs. Moreover, our sales proceeds are not funds which are raised with the expectation
that we will build system and that investors can earn a return on the instrument.

    Securities and Exchange Commission

April 28, 2023

Page 6

Post-May
2022 Operations

NFTSTAR offered its proprietary
NFTs on third-party platforms. We have transitioned to decentralized web3 model of operations when we do not require consumers to open
centrally-managed accounts on our website in order to purchase our NFTs. Consumers may purchase NFTs from third-party platforms, such
as OpenSea. NFTSTAR creates NFTs and mints its final product NFTs on such platforms. Minting is defined as a process of converting digital
data into digital assets recorded on a blockchain. NFTSTAR owns and organizes the entire creation process of the NFTs from
IP license negotiation to minting of the final NFT products on third-party platforms. Minting is defined as a process
of converting digital data into digital assets recorded on a blockchain. NFTSTAR negotiates and signs license agreements
with various sports celebrities to license the right to use their names, voice, likeness, quotes, visual or artistic representation and
other identifiable information in order to produce proprietary NFT collections. NFTSTAR has an in-house team of digital art designers
and creators who set and create artistic themes for each NFT collection. NFTSTAR may outsource art work to third-party digital art and
design studios based on the work service agreements with them. Upon the creation of digital NFT products, NFTSTAR minted
them on its marketplace before May 2022, and currently, mints them on various third-party NFT sales platforms. We may
enter into cooperation agreements with third-party platform to increase marketing and advertisement exposure of our brand. The
same NFT creation processes have been used pre- and post-May 2022.

In respect
to the supply limitation and secondary market dynamics, NFTSTAR decides on the total number of NFTs to be issued for each collection
based on (i) its market research of similar NFT collections across various platforms, (ii) cost of production, and expected revenue targets
based on unit price and total amount, and (iii) number of NFTSTAR’s followers on various social media channels, like Discord. In
the case where the set number of any particular NFT collection is far greater than initial sales number, NFTSTAR could announce to its
customers that collection size will be reduced and then, cancels excess NFTs from its subsequent
offering. Secondary market for our NFTs is developed by the willingness of our customers to trade their NFTs. NFTSTAR manages social
media account to engage with customers and maintain the community of sports fans. As NFT product marketing and sales effort in respect
to Son Heung Min NFT collection, we used “product scarcity” tactic to boost sales by purchasing back certain number of NFTs
in both primary and secondary markets. The money we spent was expensed as marketing expenses. We did not recognize any revenue or assets
for the NFTs we bought back. However, such marketing efforts did not successfully help us increase revenue. Therefore, we do not use such
tactics anymore.

NFTSTAR aims to
build a community of NFT holders and fans of the sports stars. Therefore, we provide auxiliary entertainment to our customers, for example,
blockchain-based on-line game, MetaGoal. Customers may use their purchased NFTs to earn in-game currency or player cards. Customers may
use such rewards only by playing our game. In addition, certain NFTs may entitle our customers to additional perks, such as merch items,
gifts, participation in events organized by NFTSTAR.

    Securities and Exchange Commission

April 28, 2023

Page 7

The SEC defines
securities based on the Howey Test, which says a security is “a contract, tra

United States securities and exchange commission logo
April 25, 2023
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 March 20, 2023
File No. 1-34238
Dear George Lai:
            We have reviewed your March 20, 2023 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
March 6, 2023 letter.
Correspondence Filed March 20, 2023
General
1.We note your proposed disclosure in response to comment 1 that "the SEC’s views in this
area have evolved over time and it is difficult to predict the direction or timing of any
continuing evolution."  Please remove these statements as the legal tests are well-
established by U.S. Supreme Court case law, and the Commission and staff have issued
reports, orders, and statements that provide guidance on when a crypto asset may be a
security for purposes of the U.S. federal securities laws.
2.We note your response to prior comment 2, including proposing the addition of four risk
factors addressing a discussion of your business and NFTs. Please further revise your risk

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 April 25, 2023 Page 2
 FirstName LastName
George Lai
The9 LTD
April 25, 2023
Page 2
factor titled "The operation of our NFT trading and community platform is dependent on
accepted and secured blockchains" to expand your discussion to disclose how this risk
may affect you (e.g., impact to your business operations or financial performance,
including identifying relevant blockchains on which your platform operates and
discussion of risks that may impact the security and reliability of these blockchains). We
note your response to comment 5 that identifies your use of Polygon and Ethereum
blockchains.

Additionally, please revise your risk factor titled "There can be no assurance that the
market for NFTs will be developed and sustained, which may materially adversely affect
our business operations" to expand your discussion to disclose the implications to you of
users being unable to trade, purchase and sell their NFTs.
3.We note your proposed revised disclosure in response to comment 4 and reissue our
comment.  Please provide a detailed legal analysis, specifically addressing your role in the
creation of the NFTs and operation of the platform, including the company's efforts to
limit supply and to operate and maintain the secondary market.  The legal analysis should
specifically address your operations pre-May 2022 changes and post-May 2022 changes
and how these facts apply under the Howey test.
4.We note your response to prior comment 6, including the terms of the licensing
agreements that entitle the company to use the NFTs. However, in your response you state
that "[c]ooperation under the licensing agreement is mostly exclusive for the term of such
license agreements." Please include in your disclosure a description of the term for such
licensing agreements as well as expand your disclosure to explain the meaning of what
constitutes "mostly exclusive" cooperation.
            You may contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Hapling Li

CORRESP
1
filename1.htm

The9 Limited

17 Floor, No. 130 Wu Song Road

Hong Kou District, Shanghai 200080

People’s Republic of China

March 20, 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 March 6, 2023 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 January 10, 2023. 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 January
10, 2023

Risk Factor, page 8

 1. Please provide in the filing a description of your internal process for how you determine, or will
determine as you expand your business, whether particular crypto assets (including NFTs) are securities within the meaning of the U.S.
federal securities law. Please also clarify that such processes are risk-based assessments made by the company and are not a legal standard
or binding on any regulatory body or court. Further, please include a risk factor addressing the uncertainty of such assessments and the
consequences of making an incorrect assessment or a regulatory body or court disagreeing with the company’s assessment. Finally,
please address the potential regulatory risks under the U.S. federal securities laws if such crypto assets are determined to be securities,
such as compliance with Section 5 of the Securities Act or whether the company could become subject to regulation as a national securities
exchange or as a broker-dealer under the Securities Exchange Act of 1934.

    Securities and Exchange Commission

March 20, 2023

Page 2

In response to the Staff’s
comment, the Company respectfully proposes to revise the referenced disclosure as follows (page references are 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 disclosed:

Page 79:

NFT Business

. . .

Internal procedures

As of the date of this annual
report, we only mine Bitcoin. Public statements by senior officials at the SEC indicate that the SEC does not currently intend to take
the position that Bitcoin is a security in its current form. The SEC defines securities based on the Howey Test, which says a security
is “a contract, transaction or scheme whereby a person invests his money in a common enterprise and is led to expect profits solely
from the efforts of the promoter or a third party.” Therefore, for any other crypto assets, including our NFTs, we take this definition
as determination guideline. However, the legal test for determining whether any given crypto asset is a security is a highly complex,
fact-driven analysis that evolves over time, and the outcome is difficult to predict. The SEC generally does not provide advance guidance
or confirmation on the status of any particular crypto asset as a security. Furthermore, the SEC’s views in this area have evolved
over time and it is difficult to predict the direction or timing of any continuing evolution. It is also possible that a change in the
governing administration or the appointment of new SEC commissioners could substantially impact the views of the SEC and its staff.

We continue to analyze the
cryptocurrencies which we mine and NFTs which we create under our internal policies and procedures on a periodic basis to ensure that
they are not securities under U.S. federal and state securities laws. We closely monitor the new industry and regulatory developments
and adjust our assessment accordingly. We may make the determination to cease support for a cryptocurrency for any one or a variety of
factors based on a totality of the circumstances under our internal policies and procedures. However, a determination by the SEC or a
court that a cryptocurrency constitutes a security could also result in our determination that it is advisable to discontinue operations
with such cryptocurrency or ones that have similar characteristics to the cryptocurrency that was determined to be a security.

Our internal procedures do
not constitute a legal standard or binding on any regulatory body or court, but are rather internal guidelines, which we use to make a
risk-based assessment regarding the likelihood that a particular crypto asset could be deemed a “security” under applicable
laws. Regardless of our conclusions, we could be subject to legal or regulatory action in the event the SEC, a state or foreign regulatory
authority, or a court were to determine that a supported crypto asset is a “security” under applicable laws. There can be
no assurances that we will properly characterize over time any given crypto asset or product offering as a security or non-security.

    Securities and Exchange Commission

March 20, 2023

Page 3

With respect to NFTs, we
do not think NFTs produced by NFTSTAR are securities as they constitute art or collectibles with the consumptive value and they are finished
products whose value is determined at a sale that is made directly to a buyer. We target consumers who are fans of sport stars and enjoy
owning piece of their likeness. Our NFTs are not marketed to reward holders with appreciation, profit, or dividends. NFTSTAR is not obligated
to and does not plan to distribute any profit from its operation to any NFT holders. Our NFTs are more resembling sports cards than investment
product. NFTSTAR is not an agent for the sports stars and does not extend any managerial efforts that will enhance popularity of any star
and hence the value of their NFTs. Moreover, our sales proceeds are not funds which are raised with the expectation that we will build
system and that investors can earn a return on the instrument.

In respect to the other crypto
assets, especially ones which operate on proof-of-stake mechanism like Ethereum, we will be closely monitoring new developments of fresh
allegations of New York state regulator against crypto asset exchange. In a lawsuit filed against Seychelles-based crypto-exchange KuCoin
in March 2023, New York Attorney General alleged the firm broke the law by selling unregistered securities. Among the unregistered securities
listed in the suit was Ethereum. Proof-of-stake, to which Ethereum has transitioned its operations, bring Ethereum closer to a “security”
because its interest payouts require little work and rhyme with the Howey Test’s “expectation of profit.” It
was argued by New York Attorney General that, by shifting to proof-of-stake, Ethereum no longer relies upon competition between computers,
but instead now relies on a pooling method that incentivizes users to own and stake Ethereum; and that the shift to proof-of-stake significantly
impacted the core functionality and incentives for owning Ethereum, because Ethereum holders now can profit merely by participating in
staking.

Ethereum has long been treated
as a commodity by state and federal regulators, including the Commodity Futures Trading Commission (CFTC). Designating it as a security
would have a big impact on crypto markets, drastically changing how (and whether) the currency and others like it are traded in the U.S.
Our internal determination of various crypto assets will be impacted by the court determination as well. Despite the SEC being the principal
federal securities law regulator in the United States, whether or not an asset is a security under federal securities laws is ultimately
determined by a federal court. No court ruling has yet been made in connection with any crypto assets. With respect to crypto assets,
there is currently no certainty under the applicable legal test that such assets are not securities, notwithstanding the conclusions we
may draw based on our risk-based assessment regarding the likelihood that a particular crypto asset could be deemed a “security”
under applicable laws.

    Securities and Exchange Commission

March 20, 2023

Page 4

Page 23:

It is uncertain whether
certain cryptocurrencies fall within the definition of a “security” under the U.S. federal, state or foreign securities laws.
If one of the cryptocurrencies that we possess are deemed to be a security under any U.S. federal or state or foreign jurisdiction, or
in a proceeding in a court of law or otherwise, it may have adverse consequences for such cryptocurrency, and we could be subject to legal
or regulatory action.

The SEC and its staff have
taken the position that certain cryptocurrencies fall within the definition of a “security” under the U.S. federal securities
laws. U.S. Supreme Court case law and the SEC staff have indicated that the determination as to whether a cryptocurrency is a security
or not depends on the characteristics and use of that particular asset. As a result, determination as to whether a particular cryptocurrency
is a security is a highly complex, fact-driven analysis whose outcome is difficult to predict. It is also possible that a change in the
governing administration or the appointment of new SEC commissioners could substantially impact the views of the SEC and its staff. Public
statements by senior officials at the SEC indicate that the SEC does not currently intend to take the position that Bitcoin or Ethereum
are securities in their current form. Bitcoin and Ethereum are the only cryptocurrencies as to which senior officials at the SEC have
publicly expressed a view. Moreover, such statements are not official policy statements by the SEC and reflect only the speakers’
views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other cryptocurrency. With respect
to all other cryptocurrencies, there is currently no certainty under the applicable legal test that such assets are not securities, notwithstanding
the conclusions we may draw based on our risk-based assessment regarding the likelihood that a particular cryptocurrency could be deemed
a “security” under applicable laws. Similarly, though the SEC’s Strategic Hub for Innovation and Financial Technology
published a framework for analyzing whether any given cryptocurrency is a security in April 2019, this framework is also not a rule, regulation
or statement of the SEC and is not binding on the SEC.

With respect to Ethereum,
proof-of-stake mechanism might have brought Ethereum closer to a “security” because its interest payouts require little work
and rhyme with the Howey Test’s “expectation of profit.” In a lawsuit filed against Seychelles-based crypto-exchange
KuCoin in March 2023, it was argued that by shifting to proof-of-stake, Ethereum no longer relies upon competition between computers,
but instead now relies on a pooling method that incentivizes users to own and stake Ethereum; and that the shift to proof-of-stake significantly
impacted the core functionality and incentives for owning Ethereum, because Ethereum holders now can profit merely by participating in
staking.

The determination as to whether
a cryptocurrency is a security is a fact-driven analysis and the outcome may be difficult to predict. Our risk-based assessments about
whether certain cryptocurrencies are securities are not legal determinations. The classification of a cryptocurrency as a security under
applicable law has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading, and clearing of such
assets. For example, a cryptocurrency that is a security in the United States may generally only be offered or sold in the United States
pursuant to a registration statement filed with the SEC or in an offering that qualifies for an exemption from registration. Persons that
effect transactions in cryptocurrencies that are securities in the United States may be subject to registration with the SEC as a “broker”
or “dealer.” Platforms that bring together purchasers and sellers to trade cryptocurrencies that are securities in the United
States are generally subject to registration as national securities exchanges, or must qualify for an exemption, such as by being operated
by a registered broker-dealer as an alternative trading system. Persons facilitating clearing and settlement of securities may be subject
to registration with the SEC as a clearing agency.

    Securities and Exchange Commission

March 20, 2023

Page 5

To the extent that the SEC
or a court determines that any cryptocurrency supported by a trading platform is a security, that determination could prevent the platform
from continuing to facilitate the trading of that cryptocurrency. It could also result in regulatory enforcement penalties and financial
losses to the platform if it was determined to have liability to its customers and thus had to compensate them for any losses or damages.
Such a platform could also be subject to judicial or administrative sanctions for failing to offer or sell the cryptocurrency in compliance
with securities registration requirements, or for acting as a securities broker or dealer without appropriate registration. Such an action
could result in injunctions and cease and desist orders, as well as civil monetary penalties, fines, and disgorgement, criminal liability,
and reputational harm. Customers that traded those cryptocurrencies and suffered trading losses might also seek to rescind the transactions
facilitated by the platform on the basis that such trades were conducted in violation of applicable law, which could subject the trading
platform operator to significant liability and losses.

We are facing the legal
risks associated with our non-fungible tokens or NFTs, page 23

 2. Please revise this risk factor to specifically tailor your discussion of risks to your business and
NFTs rather than NFTs generally. In this regard, we note that there are a number of general statements about NFTs and it is not clear
the relevance to your business.

In response to the Staff’s
comment, the Company respectfully proposes to revise the referenced disclosure as follows (page references are 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 disclosed:

Page 23:

The further development
and acceptance of blockchain networks, which are part of a new and rapidly changing industry, are subject to a variety of factors that
are difficult to evaluate. The slowing or stopping of the development or acceptance of blockchain networks and blockchain assets could
have an adverse material effect on the successful development and adoption of our NFT business.

The growth of the blockchain
industry in general, as well as the blockchain networks on which our NFT business relies, is subject to a high degree of uncertainty.
The factors affecting the further development of blockchain networks and digital assets, include, without limitation:

    Securities and Exchange Commission

March 20, 2023

Page 6

 · worldwide growth in the adoption and use of digital assets and other blockchain technologies;

 · government and quasi-government regulation of digital assets an

United States securities and exchange commission logo
March 6, 2023
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 January 10, 2023
File No. 1-34238
Dear George Lai:
            We have reviewed your January 10, 2023 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
December 23, 2022 letter.
Correspondence Filed January 10, 2023
Risk Factors, page 8
1.Please provide in the filing a description of your internal processes for how you
determine, or will determine as you expand your business, whether particular crypto assets
(including NFTs) are securities within the meaning of the U.S. federal securities laws.
Please also clarify that such processes are risk-based assessments made by the company
and are not a legal standard or binding on any regulatory body or court. Further, please
include a risk factor addressing the uncertainty of such assessments and the consequences
of making an incorrect assessment or a regulatory body or court disagreeing with the
company’s assessment.  Finally, please address the potential regulatory risks under the
U.S. federal securities laws if such crypto assets are determined to be securities, such as

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 March 6, 2023 Page 2
 FirstName LastNameGeorge Lai
The9 LTD
March 6, 2023
Page 2
compliance with Section 5 of the Securities Act or whether the company could become
subject to regulation as a national securities exchange or as a broker-dealer under the
Securities Exchange Act of 1934.
We are facing the legal risks associated with our non-fungible tokens or NFTs, page 23
2.Please revise this risk factor to specifically tailor your discussion of risks to your business
and NFTs rather than NFTs generally.  In this regard, we note that there are a number of
general statements about NFTs and it is not clear the relevance to your business.
General
3.We note your response to our prior comment 15 in your letter dated October 21, 2022 that
you made certain changes to your NFT platform in May 2022.  Please provide a more
detailed explanation of how the platform changes in May 2022 affected the terms, rights
and obligations of the NFTs, and how the changes affected NFTs minted and sold prior to
the platform changes.
4.We note the legal analysis you provided in response to our prior comment 15 in your letter
dated October 21, 2022.  Please provide a more detailed legal analysis, specifically
addressing your role in the creation of the NFTs and operation of the platform, including
the company's efforts to limit supply and to operate and maintain the secondary market.
The legal analysis should specifically address your operations pre-May 2022 changes and
post-May 2022 changes.
5.Please revise your disclosure to identify the blockchain on which your platform operates
and through which the NFTs are created, and clarify who maintains the blockchain.  State
whether your NFTs are or can be fractionalized, your role in subsequent resales of the
NFTs (i.e., whether you are entitled to any royalties or other fees), the rights holders have
with respect to the NFT and underlying IP, and how the NFTs can be transferred.
6.Please include in your disclosure a more detailed description of the licenses underlying the
NFTs, including identifying the IP that the company in entitled to use for purposes of the
NFTs, clarifying whether there are terms relating to exclusivity or other types of
restrictions on the counterparty licensing that IP, describing the rights of the company and
counterparty with respect to the NFTs, and clarifying whether there are any restrictions on
the use of the NFTs created from that IP.

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 March 6, 2023 Page 3
 FirstName LastName
George Lai
The9 LTD
March 6, 2023
Page 3
            You may contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Hapling Li

CORRESP
1
filename1.htm

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.

    2

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.

    3

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.

    4

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:

    5

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

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

The9 Limited

17 Floor, No. 130 Wu Song Road

Hong Kou District, Shanghai 200080

People’s Republic of China

October 21, 2022

VIA EDGAR

Ms. Suying Li

Ms. Ta Tanisha Meadows

Ms. Taylor Beech

Mr. Scott Anderegg

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. Li, Ms. Meadows, Ms. Beech and Mr. Anderegg,

This letter sets forth the
Company’s responses to the comments contained in the letter dated September 15, 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”). 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.

Annual Report on Form
20-F Filed May 2, 2022

General

 1. Revise to include a summary risk factor section. In your summary of risk factors, disclose the risks
that your corporate structure and being based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion
of these risks in the filing. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk
that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted
overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or
the value of your securities. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder
your ability to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Include
a cross-reference to each relevant individual detailed risk factor.

Securities and Exchange Commission

October 21, 2022

Page 2

In response to the
Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as follows (page references are 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 disclosed. When the content of the summary risk factor is identical to the heading of the risk factor in Item 3.D., the Company
respectfully proposes to include a page number only instead of repeating the heading again.

Page 1:

INTRODUCTION

. . .

Summary of Risk
Factors

Investing in our
ADSs involves significant risks. You should carefully consider all of the information in this annual report before making an investment
in our ADSs. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed
more fully in the section titled “Item 3. Key Information—D. Risk Factors.”

Risks
Related to Our Company and Our Industry

Risks and uncertainties
related to our business include, but are not limited to, the following:

 · We may continue to incur losses, negative cash flows from operating
activities and net current liabilities in the future. If we are not able to return to profitability or raise sufficient capital to cover
our capital needs, we may not continue as a going concern. See the risk factor on page 8 for details;

    2

Securities and Exchange Commission

October 21, 2022

Page 3

 · We are transitioning our business focus and our results of operations
may be materially and adversely affected. See the risk factor on page 9 for details;

 · New lines of business or new products and services may subject
us to additional risks. See the risk factor on page 9 for details;

 · We may not be able to obtain additional financing to support
our business and operations, and our equity or debt financings may have an adverse effect on our business operations and share price.
See the risk factor on page 10 for details;

 · The further development and acceptance of digital asset networks
and other digital assets, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult
to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect an investment in us.
See the risk factor on page 12 for details;

 · Because our miners are designed specifically to mine Bitcoin,
our future success will depend in large part upon the value of Bitcoin, and any sustained decline in its value could adversely affect
our business and results of operations. See the risk factor on page 17 for details;

 · Regulatory changes or actions may restrict the use of Bitcoins
or the operation of the Bitcoin network in a manner that adversely affects an investment in us. See the risk factor on page 21 for details;

 · Our international business efforts could adversely affect us.
See the risk factor on page 22 for details;

 · We are facing the legal risks associated with our non-fungible
tokens or NFTs. See the risk factor on page 23 for details;

 · While NFTs themselves are not likely to be classified as securities,
further questions may hinge on the specific facts and circulations surrounding their creation, promotion and sale. See the risk factor
on page 23 for details;

 · We do not plan to focus on our gaming business in the foreseeable
future, and our operating results may suffer accordingly. See the risk factor on page 24 for details;

    3

Securities and Exchange Commission

October 21, 2022

Page 4

 · We and our joint ventures may no longer focus on obtaining licenses
to games to expand our gaming business, our future results of operations and profitability may be materially impacted. See the risk factor
on page 24 for details; and

 · Our business is subject to complex and evolving Chinese and international
laws and regulations regarding data privacy and cybersecurity. Failure to protect confidential information of our customers and network
against security breaches could damage our reputation and brand and substantially harm our business and results of operations. See the
risk factor on page 28 for details.

Risks
Related to Our Corporate Structure

Risks and uncertainties
relating to our corporate structure include, but are not limited to, the following:

 · We are a Cayman Islands holding company with no equity ownership in the consolidated variable interest
entity and we conduct our operations in China primarily through the consolidated variable interest entity with which we have maintained
contractual arrangements. Investors in our Class A ordinary shares or the ADSs thus are not purchasing equity interest in the consolidated
variable interest entity in China but instead are purchasing equity interest in a Cayman Islands holding company. If the PRC government
determines that the contractual arrangements constituting part of the variable interest entity structure do not comply with PRC laws and
regulations, or if these laws and regulations change or are interpreted differently in the future, we could be subject to severe penalties
or be forced to relinquish our interests in those operations. The PRC regulatory authorities could disallow the variable interest entity
structure, which would likely result in a material adverse change in our operations, and our ADSs or Class A ordinary shares may decline
significantly in value or become worthless. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate
Structure—If the PRC government determines that the contractual arrangements constituting part of the variable interest entity structure
do not comply with PRC laws and regulations, or if these laws and regulations change or are interpreted differently in the future, we
could be subject to severe penalties or be forced to relinquish our interests in those operations” on page 36 for details; and

 · The principal shareholders of the variable interest entity have potential conflicts of interest with
us, which may adversely affect our business. See the risk factor on page 41 for details.

    4

Securities and Exchange Commission

October 21, 2022

Page 5

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 are not limited to, the following:

 · Adverse changes in economic and political policies of the PRC
government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business. See
the risk factor on page 42 for details;

 · The PCAOB may be unable to inspect or investigate completely
our auditor in relation to their audit work performed for our financial statements. If the PCAOB is unable to conduct such inspection,
our investors would be deprived of the benefits of such inspection. See the risk factor on page 44 for details;

 · 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 China, or in 2023 if proposed
changes to the law are enacted. The delisting of 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;

 · We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of blockchain,
NFT, and internet-related businesses and companies, and any lack of requisite approvals, licenses or permits applicable to our business
may have a material adverse effect on our business and results of operations. See the risk factor
on page 45 for details;

 · PRC government has significant authority in regulating our operations and may influence our operations.
It may exert more oversight and control over offerings conducted overseas by, and/or foreign investment in, China-based issuers, which
could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide
regulations in this nature may cause the value of such securities to significantly decline or be worthless. See “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China—The PRC government’s significant oversight and discretion over
our business operation could result in a material adverse change in our operations and the value of our ADSs. See
the risk factor on page 47 for details;

 · There is no assurance the PRC government will not intervene in or impose restrictions on the ability
of us, our subsidiaries, and the consolidated variable interest entity to transfer cash. To the extent cash in the business is in the
PRC or a PRC entity, the funds may not be available to fund operations or for other use outside of the PRC due to interventions in or
the imposition of restrictions and limitations on the ability of us, our subsidiaries, or the variable interest entity by the PRC government
to transfer cash. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Restrictions
on currency exchange in China limit our ability to utilize our revenues effectively, make dividend payments and meet our foreign currency
denominated obligations” on page 48 for details; and

    5

Securities and Exchange Commission

October 21, 2022

Page 6

 · Uncertainties with respect to the legal system in Chinese mainland could adversely affect us. Certain
laws and regulations in Chinese mainland can evolve quickly, which bring risks and uncertainties to their interpretation and enforcement.
Administrative and court proceedings in Chinese mainland may be protracted. Some government policies and internal rules may not be published
on a timely manner. These risks and uncertainties may make it difficult for us to meet or comply with requirements under the applicable
laws and regulations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties
with respect to the legal system in Chinese mainland could adversely affect us.” See the risk
factor on page 51 for details.

General Risks
Related to Our Shares, ADSs and Warrants

In addition to
the risks described above, we are subject to general risks relating to our Class A ordinary shares, ADSs and warrants, including, but
not limited to, the following:

 · Our ADSs may be delisted from the Nasdaq Capital Market as a result of our failure of meeting the Nasdaq
Capital Market continued listing requirements. See the risk factor on page 58 for details;

 · The market price for our ADSs may be volatile. See the risk factor
on page 60 for details;

 · The Warrants are speculative in nature. See the risk factor on
page 61 for details; and

 · If securities or industry analysts do not publish research or reports about our business, or publish
negative reports about our business, our share price and trading volume could decline. See the risk
factor on page 65 for details.

    6

Securities and Exchange Commission

October 21, 2022

Page 7

Introduction, page 1

 2. We note that the terms “we,” “us,” “our company,” “our”
and “The9” refer to The9 Limited and its subsidiaries and “your” consolidated variable interest entity, Shanghai
The9 Information Technology Co., Ltd. Please refrain from using terms such as “we” or “our” when describing activities
or functions of the VIE.

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 disclosed:

Page 1:

In this annual report,
unless otherwise indicated, (1) the terms “we,” “us,” “our company,” “our” and “The9”
refer to The9 Limited and, as the context may require, its subsidiaries and our the consolidated variable interest
entity, Shanghai The9 Information Technology Co., Ltd., or Shanghai IT, in which we do not have direct equity interests but over which
we effectively control conduct business operations through a series of contractual arrangements as described under
 “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Arrangements with Variable
Interest Entity,;” the consolidated variable interest entity is a PRC company conducting operations in
Chinese mainland, and its financial results have been consolidated into our consolidated financial statements under U.S. GAAP for accounting
purposes. The9 Limited is a holding company with no operations of its own. We do not have any equity ownership in the consolidated variable
interest entity, (2) the terms “shares” and “ordinary shares” refer to our ordinary shares; “Class A
ordinary shares” refer to our Class A ordinary shares of par value US$0

CORRESP
1
filename1.htm

The9 Limited

17 Floor, No. 130
Wu Song Road

Hong Kou District,
Shanghai 200080

People’s Republic
of China

October 11, 2022

VIA EDGAR

Ms. Suying Li

Ms. Ta Tanisha Meadows

Ms. Taylor Beech

Mr. Scott Anderegg

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. Li, Ms. Meadows, Ms. Beech and Mr. Anderegg,

The Company has received the
letter dated September 15, 2022 from 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”). The Company respectfully submits to request an extension to the deadline for responding to the letter
due to delayed receipt of the letter and additional time needed to prepare a thorough response. The Company will provide its response
to the letter via EDGAR as soon as possible, in any event no later than October 21, 2022.

If you have any additional
questions or comments regarding the 2021 Form 20-F, please contact the undersigned at +86 21 6108-6080 or the Company’s U.S. counsel,
Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP at +86 21 6193-8210 or haiping.li@skadden.com. Thank you very much.

    Very truly yours,

    /s/ George Lai

    George Lai

    Chief Financial Officer

cc: Jun Zhu, Chairman of the Board of Directors and Chief Executive Officer, The9 Limited

                                                                                Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

                                                                                Mei Siu, Partner, RBSM LLP

United States securities and exchange commission logo
September 15, 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 Fiscal Year Ended December 31, 2021
Filed May 2, 2022
File No. 1-34238
Dear Mr. Lai:
            We have reviewed your filing 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.
Annual Report on Form 20-F Filed May 2, 2022
General
1.Revise to include a summary risk factor section. In your summary of risk factors, disclose
the risks that your corporate structure and being based in or having the majority of the
company’s operations in China poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks with cross-references to the more detailed
discussion of these risks in the filing. For example, specifically discuss risks arising from
the legal system in China, including risks and uncertainties regarding the enforcement of
laws and that rules and regulations in China can change quickly with little advance notice;
and the risk that the Chinese government may intervene or influence your operations at
any time, or may exert more control over offerings conducted overseas and/or foreign
investment in China-based issuers, which could result in a material change in your
operations and/or the value of your securities. Acknowledge any risks that any actions by

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 September 15, 2022 Page 2
 FirstName LastNameGeorge Lai
The9 LTD
September 15, 2022
Page 2
the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could significantly
limit or completely hinder your ability to offer securities to investors and cause the value
of such securities to significantly decline or be worthless. Include a cross-reference to
each relevant individual detailed risk factor.
Introduction, page 1
2.We note that the terms “we,” “us,” “our company,” “our” and “The9” refer to The9
Limited and its subsidiaries and "your" consolidated variable interest entity, Shanghai
The9 Information Technology Co., Ltd. Please refrain from using terms such as “we” or
“our” when describing activities or functions of the VIE.
3.We note your disclosure here that the VIE is an entity in which you "effectively control
through a series of contractual arrangements," and your disclosure on page 3 that you
"rely on contractual arrangements among [y]our PRC subsidiaries, the variable interest
entity and its shareholders to control the business operations of the variable interest
entity." Please refrain from implying that the contractual agreements are equivalent to
equity ownership in the business of the VIE. Any references to control or benefits that
accrue to you because of the VIE should be limited to a clear description of the conditions
you have satisfied for consolidation of the VIE under U.S. GAAP. Additionally, your
disclosure should clarify that you are the primary beneficiary of the VIE for accounting
purposes.
Item 3. Key Information
Our Holding Company Structure and Contractual Arrangements with The Variable Interest
Entity, page 3
4.Where you disclose on page 3 that investors in your ADSs do not hold an equity interest
in the variable interest entity in China, but instead hold an equity interest in a holding
company incorporated in the Cayman Islands, explain whether the VIE structure is used to
provide investors with exposure to foreign investment in China-based companies where
Chinese law prohibits direct foreign investment in the operating companies.
5.We note your disclosure on page 4 that the PRC government could determine your
contractual arrangements with the variable interest entity do not comply with PRC
regulatory restrictions on foreign investment, or that these regulations or the interpretation
of existing regulations could change or be interpreted differently in the future.  Please
revise to clarify that this could result in a material change in your operations and/or a
material change in the value of your securities, including that it could cause the value of
such securities to significantly decline or become worthless.
6.Provide a diagram of the company’s corporate structure, identifying the person or entity
that owns the equity in each depicted entity. Describe all contracts and arrangements
through which you claim to have economic rights and exercise control that results in

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 September 15, 2022 Page 3
 FirstName LastNameGeorge Lai
The9 LTD
September 15, 2022
Page 3
consolidation of the VIE’s operations and financial results into your financial statements.
Identify clearly the entity in which investors are purchasing their interest and the
entity(ies) in which the company’s operations are conducted. Describe the relevant
contractual agreements between the entities and how this type of corporate structure may
affect investors and the value of their investment, including how and why the contractual
arrangements may be less effective than direct ownership and that the company may incur
substantial costs to enforce the terms of the arrangements. Disclose the uncertainties
regarding the status of the rights of the Cayman Islands holding company with respect to
its contractual arrangements with the VIE, its founders and owners, and the challenges the
company may face enforcing these contractual agreements due to legal uncertainties and
jurisdictional limits.
7.Please disclose whether each of the auditors for which audit reports are included in this
annual report is subject to the determinations announced by the PCAOB on December 16,
2021 and whether and how the Holding Foreign Companies Accountable Act and related
regulations will affect your company. Disclose that trading in your securities may be
prohibited under the HFCAA and Accelerating HFCAA if the PCAOB determines that it
cannot inspect or investigate completely either of your auditors, and that as a result an
exchange may determine to delist your securities.
Cash and Asset Flows through Our Organization, page 5
8.Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and the VIE, and direction of transfer. Quantify any
dividends or distributions that a subsidiary or the VIE have made to the holding company
and which entity made such transfer, and their tax consequences. Similarly quantify
dividends or distributions made to U.S. investors, the source, and their tax consequences.
Your disclosure should make clear if no transfers, dividends, or distributions have been
made to date. Describe any restrictions on foreign exchange and your ability to transfer
cash between entities, across borders, and to U.S. investors, such as controls on the
convertibility of Renminbi into foreign currencies and the remittance of currency out of
China. Provide a cross-reference to your discussion of these issues in your summary risk
factors and risk factors sections.
9.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that there is no assurance the PRC government will not intervene in or
impose restrictions on the ability of you, your subsidiaries, and the consolidated VIEs to
transfer cash. State that, to the extent cash in the business is in the PRC or a PRC entity,
the funds may not be available to fund operations or for other use outside of the PRC due
to interventions in or the imposition of restrictions and limitations on the ability of you,
your subsidiaries, or the VIEs by the PRC government to transfer cash.
10.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the VIEs or investors, summarize the policies in this
section, and disclose the source of such policies (e.g., whether they are contractual in

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 September 15, 2022 Page 4
 FirstName LastNameGeorge Lai
The9 LTD
September 15, 2022
Page 4
nature, pursuant to regulations, etc.); alternatively, state that you have no such cash
management policies that dictate how funds are transferred.
Permissions Required from the PRC Authorities for Our Operations, page 5
11.Disclose each permission or approval that you, your subsidiaries, or the VIE are required
to obtain from Chinese authorities to operate your business. State whether you, your
subsidiaries, or the VIE are covered by permissions requirements from the China
Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any other governmental agency that is required to approve the VIE’s operations, and
discuss how you came to your conclusions and the basis on which you made such
determination. In this regard, we note your reference to the CSRC and CAC, but you do
not state whether or not you believe you are subject to their review. State affirmatively
whether you have received all requisite permissions or approvals and whether any
permissions or approvals have been denied. In this regard, we note that the disclosure here
should not be qualified by materiality.
12.We note your disclosure on page 83 that your PRC counsel, Grandall Law Firm,
concluded that the ownership structure and the business operation models of your PRC
subsidiaries and the VIE comply with all applicable PRC laws, rules and regulations, and
no consent, approval or license is required under any of the existing laws and regulations
of China for their ownership structure and business operation models except for those
which you have already obtained or which would not have a material adverse effect on
your business or operations as a whole. Please tell us whether your PRC counsel provided
an opinion and if they opined on the applicability of CSRC and CAC review.
Item 3. Key Information
Financial Information Related to Our Consolidated Variable Interest Entity, page 6
13.Please revise the schedules to present the WFOE that is the primary beneficiary of the
VIEs in a separate column.
D. Risk Factors
Risks Related to Our Company and Our Industry, page 8
14.We note your disclosure on page 13 that the company will limit its holdings in
cryptocurrencies to less than 40% of its assets.  Please revise your risk factor disclosure to
clarify that the volatility in digital asset markets may make it difficult to maintain a
portfolio consisting of no more than 40% of digital assets that are securities or could result
in sales of digital assets to avoid exceeding this threshold, including at times that may not
be opportune.
Item 4. Information on the Company
NFT Business, page 79
15.We note your disclosure that "in August 2021, [you] formally stepped into the NFT

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 September 15, 2022 Page 5
 FirstName LastName
George Lai
The9 LTD
September 15, 2022
Page 5
business." In connection with your new line of business, please:

•Provide a materially complete description of the NFTs to be traded on your
marketplace and clarify who creates them. In this regard, we note your disclosure
suggests you operate a marketplace for NFTs, but that you also entered into license
agreements with certain sports stars to use their likeness to produce NFTs;
•Explain to us how your marketplace operates with respect to NFTs and your role in it;
and
•Provide us with your legal analysis that such NFTs monetized on your marketplace
are not securities under Section 2(a)(1) of the Securities Act of 1933 and, therefore,
you are not facilitating, or causing you to engage in, transactions in unregistered
securities. In responding to this comment, please address your operation of the
marketplace. See Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner
& Smith, Inc., 756 F.2d 230 (2d Cir. 1985).
Note 9. Intangible Assets - Cryptocurrencies, page F-37
16.Please revise your disclosure to describe the facts and circumstances that led to the
impairment charge of $8 million. Refer to ASC 350-30-50-3(a).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Ta Tanisha Meadows at (202) 551-3322 or Suying Li at (202) 551-3335
if you have questions regarding comments on the financial statements and related
matters.  Please contact Scott Anderegg at (202) 551-3342 or Taylor Beech at (202) 551-
4515 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    Skadden,
Arps, Slate, Meagher & Flom llp

A
Delaware Limited Liability Partnership

世達國際律師事務所

 JING AN KERRY CENTRE, TOWER II

46TH
FLOOR

1539
NANJING WEST ROAD

SHANGHAI
200040, CHINA

________

TEL: (86-21)
6193-8200

FAX: (86-21)
6193-8299

www.skadden.com

March 23, 2021

                                                                       FIRM/AFFILIATE
                           OFFICES

        -----------

        BOSTON

        CHICAGO

        HOUSTON

        LOS
        ANGELES

        NEW
        YORK

        PALO
        ALTO

        WASHINGTON,
        D.C.

        WILMINGTON

        -----------

        BEIJING

        BRUSSELS

        FRANKFURT

        HONG
        KONG

        LONDON

        MOSCOW

        MUNICH

        PARIS

        SÃO
        PAULO

        SEOUL

        SINGAPORE

        TOKYO

        TORONTO

        VIA EDGAR

        Ms. Katherine Bagley

        Ms. Lilyanna Peyser

        Office of Trade & Services

        Division of Corporate Finance

        100 F Street, NE

        Washington, D.C., 20549

 Re: The9 Limited (CIK No. 0001296774)

Post-effective Amendment No. 2 to Registration
Statement on Form F-1 (File No. 333-240331) (the “Post-effective Amendment No. 2”)

Responses to the Staff’s Comment Letter
Dated February 24, 2021

Dear Ms. Bagley and Ms. Peyser,

We are acting on behalf
of our client, The9 Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”).
The Company is filing herewith post-effective amendment No. 3 to its registration statement on Form F-1 (File No. 333-240331) (the
 “Post-effective Amendment No. 3”) via EDGAR with the Securities and Exchange Commission (the “Commission”).

Concurrently with the
filing of the Post-effective Amendment No. 3, the Company is hereby in this letter setting forth the Company’s responses
to the comments contained in the letter from the staff of the Commission (the “Staff”) dated February 24, 2021.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. The Company has included
page references in the Post-effective Amendment No. 3 where the language address a particular comment appears. Capitalized terms
used but not otherwise defined herein have the meanings set forth in the Post-effective Amendment No. 2.

    Securities and Exchange Commission
 March 23, 2021
 Page 2

Comments in Letter
Dated February 24, 2021

Post-effective
Amendment No. 2 to Registration Statement on Form F-1, filed February 9, 2021

General

 1. We note your response to comment 1, but it is not completely responsive to our comment. While
we understand the pricing calculations presented in your response as they relate to your initial registration statement taken effective
on September 29, 2020, and the pricing supplement filed thereafter, your disclosure in this post-effective amendment references
an amount of securities registered in that offering that is different than the amount of securities disclosed in the initial registration
statement and/or pricing supplement. Please revise your filing to clearly reference the number of securities initially registered
in that offering, or reference the maximum aggregate amount of securities registered, so investors have appropriate context for
your statements regarding the “registered follow-on offering.”

As a related
matter, we note your response to comment 4, and that you continue to refer to the “follow-on” offering in your registration
statement. However, this offering does not appear to be a “follow-on” offering, and your amended disclosure does not
clarify your reference to a “follow-on offering” because it does not reference the filing to which you are referring.
In this regard, the registration statement taken effective on September 29, 2020 does not register “2,350,000 ADSs,”
so your amended disclosure does not clarify to which offering you are referring. Please revise your disclosure accordingly.

In response to the Staff’s
comment, the Company has revised the disclosure under the “Explanatory Note” of the Post-effective Amendment No. 3
to clearly reference the respective maximum aggregate offering price of securities registered under the original Registration Statement.

 2. We note your response to prior comment 2, but it is still unclear whether you are registering
additional securities. In this regard, we note your response that you are able to register the relevant securities because you
relied on Rule 457(o) of the Securities Act of 1933, which allows for a registration fee calculated on the basis of a maximum aggregate
offering price. However, the analysis in your response references a volume of securities the company “had” immediately
prior to filing the post-effective amendment, rather than a dollar amount, thus making any comparison difficult. Please provide
a complete explanation as to why no additional securities are being registered pursuant to this post-effective amendment. Your
response should include, for each category of securities (i.e., warrants, representative’s warrants, over-allotment warrants,
ADSs, or ordinary shares), the dollar amount, volume, and sale price of the securities that have been registered and sold in prior
offerings, and the dollar amount, volume, and sale price of the securities that you are able to register pursuant to this post-effective
amendment. For example, where you respond in comment 1 that the “final maximum offering size of the follow-on offering is
approximately US$9.7 million,” you should tell us the category of securities offered and sold, the number and dollar amount
of the securities offered and sold, and how this relates to the maximum aggregate offering price of each category of security you
initially registered. Please also clarify what you mean when you say the company “had” certain securities immediately
prior to filing this post-effective amendment. For guidance, see Securities Act Rules Compliance and Disclosure Interpretations
Question 240.01, available on our pubic website.

    Securities and Exchange Commission
 March 23, 2021
 Page 3

The Company respectfully advises
the Staff that the Registration Statement registered (i) public offering of Class A ordinary shares and Warrants of a maximum aggregate
offering price of US$10.0 million, including over-allotments, (ii) issuance of Class A ordinary shares issuable upon the exercise
of the Warrants of a maximum aggregate offering price of US$10.0 million, and (iii) the issuance of the Representative Warrants
and the offering of Class A ordinary shares issuable upon the exercise of the Representative’s Warrants of a maximum aggregate
offering price of US$550,000.

The Company respectfully advises
the Staff that the Company sold the following securities under the Registration Statement that was declared effective on September
29, 2020:

    No. of Securities Sold
    Sale Price
    Aggregate Offering Price

    Class A ordinary shares
    70,500,000 Class A ordinary shares, representing 2,350,000 ADSs
    Combined offering price of US$0.37 for one ADS and one Firm Warrant; US$0.01 per Over-allotment Warrant
    US$8,730,250

    Securities and Exchange Commission
 March 23, 2021
 Page 4

    Firm Warrants
    23,500,000 warrants, each exercisable for the purchase of 0.1 ADS
    —
    —

    Over-allotment Warrants
    3,525,000 warrants, each exercisable for the purchase of 0.1 ADS
    —
    —

    Class A ordinary shares issuable upon the exercise of the Warrants (including Firm Warrants and Over-allotment Warrants)
    81,075,000 Class A ordinary shares, representing 2,702,500 ADSs
    Exercise price of US$3.7 per ADS
    US$9,999,250

    Representative’s Warrant
    Representative Warrant to purchase 117,500 ADSs
    —
    —

    Class A ordinary shares issuable upon the exercise of the Representative’s Warrant
    3,525,000 Class A ordinary shares, representing 117,500 ADSs
    Exercise price of US$4.07 per ADS
    US$478,225

The Company
respectfully advises the Staff that the Post-effective Amendment No. 3 was not intended to register any additional securities,
but to include the financial statements as of June 30, 2020 (as restated) and for the six months ended June 30, 2019 and 2020 (as
restated) of the Company, as required by Item 8.A. of Form 20-F, for the continuous offering of up to 84,600,000 Class A ordinary
shares issuable upon the exercise of the Warrants and the Representative’s Warrants, consisting of (i) up to 81,075,000 Class
A ordinary shares issuable upon the exercise of the Warrants, and (ii) up to 3,525,000 Class A ordinary shares issuable upon the
exercise of the Representative’s Warrants, both as listed above. The Company respectfully clarifies that, by stating the
Company “had” certain securities immediately prior to filing the post-effective amendment in its previous response,
the Company meant that there were (i) 27,025,000 Warrants, including 23,500,000 Firm Warrants and 3,525,000 Over-allotment Warrants,
and (ii) Representative’s Warrant remained outstanding as of the date of filing the Post-effective Amendment No. 3. Such
warrants represent rights to purchase up to 2,820,000 ADSs, representing up to 84,600,000 Class A ordinary shares.

    Securities and Exchange Commission
 March 23, 2021
 Page 5

Therefore,
the Company respectfully advises the Staff that no additional securities are being registered under the Post-effective Amendment
No. 3.

 3. We note your response to comment 5, and your amended disclosure about your cryptocurrency mining
operations, including that “[t]he Investors shall make payment of the purchase price and the exercise price for the warrants
in (i) cash, (ii) cryptocurrencies, or (iii) a combination of both, at our election.” Please amend your filing to disclose
whether you intend to hold for investment any digital assets that you receive from warrant holders or as a reward or compensation
for your mining activities, or if you plan to convert any digital assets into fiat currency after receipt. If you do intend to
hold digital assets, please describe your existing and/or future holdings, and storage and custodial practices. Please also discuss
the business risks and challenges associated with cryptocurrency operations, and the amount of funds you will need to operate your
business, including cryptocurrency operations, for the next 12 months.

In response to the Staff’s
comment, the Company has revised the disclosure on pages 3, 4, 15, 16, 17, 18, 19, 58, 59, 60, 84, 85, 92, and 93 of the Post-effective
Amendment No. 3.

*          *          *

If you have any questions regarding the
Post-effective Amendment, please contact the undersigned by phone at +86 21 6193 8210 or via e-mail at haiping.li@skadden.com.

    Very truly yours,

     /s/
    Haiping Li

    Haiping Li

 cc: Jun Zhu, Chairman of the Board of Directors and Chief Executive Officer, The9 Limited

George Lai,
Director and Chief Financial Officer, The9 Limited

Mitchell S. Esq., Partner, Loeb & Loeb
LLP

Angela M. Dowd, Esq., Partner, Loeb &
Loeb LLP

Ying Wu, Partner, Grant Thornton

United States securities and exchange commission logo
February 24, 2021
Jun Zhu
Chairman and Chief Executive Officer
The9 LTD
17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People’s Republic of China
Re:The9 LTD
Post-Effective Amendment No. 2 to Registration Statement on Form F-1
Filed February 9, 2021
File No. 333-240331
Dear Mr. Zhu:
            We have reviewed your post-effective amendment 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 by amending your registration statement and providing the
requested information.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Post-effective Amendment No. 2 to Registration Statement on Form F-1, filed February 9, 2021
General
1.We note your response to comment 1, but it is not completely responsive to our comment.
While we understand the pricing calculations presented in your response as they relate to
your initial registration statement taken effective on September 29, 2020, and the pricing
supplement filed thereafter, your disclosure in this post-effective amendment references
an amount of securities registered in that offering that is different than the amount of
securities disclosed in the initial registration statement and/or pricing supplement.  Please
revise your filing to clearly reference the number of securities initially registered in that
offering, or reference the maximum aggregate amount of securities registered, so investors
have appropriate context for your statements regarding the "registered follow-on

 FirstName LastNameJun Zhu
 Comapany NameThe9 LTD
 February 24, 2021 Page 2
 FirstName LastNameJun Zhu
The9 LTD
February 24, 2021
Page 2
offering."

As a related matter, we note your response to comment 4, and that you continue to refer to
the "follow-on" offering in your registration statement.  However, this offering does not
appear to be a "follow-on" offering, and your amended disclosure does not clarify your
reference to a "follow-on offering" because it does not reference the filing to which you
are referring.  In this regard, the registration statement taken effective on September 29,
2020 does not register "2,350,000 ADSs," so your amended disclosure does not clarify to
which offering you are referring.  Please revise your disclosure accordingly.
2.We note your response to prior comment 2, but it is still unclear whether you are
registering additional securities. In this regard, we note your response that you are able to
register the relevant securities because you relied on Rule 457(o) of the Securities Act of
1933, which allows for a registration fee calculated on the basis of a maximum aggregate
offering price.  However, the analysis in your response references a volume of securities
the company “had” immediately prior to filing the post-effective amendment, rather than a
dollar amount, thus making any comparison difficult.  Please provide a complete
explanation as to why no additional securities are being registered pursuant to this post-
effective amendment.  Your response should include, for each category of securities (i.e.,
warrants, representative’s warrants, over-allotment warrants, ADSs, or ordinary
shares), the dollar amount, volume, and sale price of the securities that have been
registered and sold in prior offerings, and the dollar amount, volume, and sale price of the
securities that you are able to register pursuant to this post-effective amendment. For
example, where you respond in comment 1 that the “final maximum offering size of the
follow-on offering is approximately US$9.7 million,” you should tell us the category of
securities offered and sold, the number and dollar amount of the securities offered and
sold, and how this relates to the maximum aggregate offering price of each category of
security you initially registered.  Please also clarify what you mean when you say the
company "had" certain securities immediately prior to filing this post-effective
amendment.  For guidance, see Securities Act Rules Compliance and Disclosure
Interpretations Question 240.01, available on our pubic website.
3.We note your response to comment 5, and your amended disclosure about your
cryptocurrency mining operations, including that "[t]he Investors shall make payment of
the purchase price and the exercise price for the warrants in (i) cash, (ii) cryptocurrencies,
or (iii) a combination of both, at our election."  Please amend your filing to
disclose whether you intend to hold for investment any digital assets that you receive from
warrant holders or as a reward or compensation for your mining activities, or if you plan
to convert any digital assets into fiat currency after receipt.  If you do intend to hold
digital assets, please describe your existing and/or future holdings, and storage and
custodial practices. Please also discuss the business risks and challenges associated with
cryptocurrency operations, and the amount of funds you will need to operate your
business, including cryptocurrency operations, for the next 12 months.

 FirstName LastNameJun Zhu
 Comapany NameThe9 LTD
 February 24, 2021 Page 3
 FirstName LastName
Jun Zhu
The9 LTD
February 24, 2021
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-
3222 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Haiping Li., Esp.

CORRESP
1
filename1.htm

        Skadden,
        Arps, Slate, Meagher & Flom llp

        A
        Delaware Limited Liability Partnership

        世達國際律師事務所

        JING
        AN KERRY CENTRE, TOWER II

        46TH
        FLOOR

        1539
        NANJING WEST ROAD

        SHANGHAI
        200040, CHINA

        ________

        TEL: (86-21) 6193-8200

        FAX: (86-21) 6193-8299

        www.skadden.com

                                   February 9, 2021

                                                       FIRM/AFFILIATE
                                         OFFICES

        -----------

        BOSTON

        CHICAGO

        HOUSTON

        LOS
        ANGELES

        NEW
        YORK

        PALO
        ALTO

        WASHINGTON,
        D.C.

        WILMINGTON

        -----------

        BEIJING

        BRUSSELS

        FRANKFURT

        HONG
        KONG

        LONDON

        MOSCOW

        MUNICH

        PARIS

        SÃO
        PAULO

        SEOUL

        SINGAPORE

        TOKYO

        TORONTO

VIA EDGAR

Ms. Katherine Bagley

Ms. Lilyanna Peyser

Office of Trade & Services

Division of Corporate Finance

100 F Street, NE

Washington, D.C., 20549

 Re: The9 Limited (CIK No. 0001296774)

Post-effective Amendment No. 1 to Registration
Statement on Form F-1 (File No. 333-240331) (the “Post-effective Amendment”)

Responses to the Staff’s Comment Letter
Dated January 25, 2021

Dear Ms. Bagley and Ms. Peyser,

We are acting on behalf
of our client, The9 Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”).
The Company is filing herewith post-effective amendment No. 2 to its registration statement on Form F-1 (File No. 333-240331) (the
 “Post-effective Amendment No. 2”) and certain exhibit via EDGAR with the Securities and Exchange Commission
(the “Commission”).

Concurrently with the
filing of the Post-effective Amendment No. 2, the Company is hereby in this letter setting forth the Company’s responses
to the comments contained in the letter from the staff of the Commission (the “Staff”) dated January 25, 2021.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. The Company has included
page references in the Post-effective Amendment No. 2 where the language address a particular comment appears. Capitalized terms
used but not otherwise defined herein have the meanings set forth in the Post-effective Amendment.

Securities and Exchange Commission

February 9, 2021

Page 2

Comments in Letter
Dated January 25, 2021

Post-effective
Amendment No. 1 to Registration Statement on Form F-1

General

 1. We note your disclosure in your explanatory note that “[t]he Registration Statement originally
covered the offering of an aggregate of 2,350,000 American depositary shares, or the ADSs, each as of the date of this prospectus
representing thirty (30) Class A ordinary shares, and warrants to purchase 2,350,000 ADSs.” However, your initial F-1 registration
statement, effective September 29, 2020, covered 12,422,360 American Depositary Shares representing 37,267,080 Class A ordinary
shares, and your prospectus supplement filed October covered 23,500,000 American Depositary Shares representing 70,500,000 Class
A Ordinary Shares. Please amend your filing to reconcile these disclosures, or tell us why there appears to be a discrepancy in
the disclosure about the number of shares registered in your initial offering.

The Company respectfully advises
the Staff that in September 2020, it conducted the following transactions at the same time: (1) the public offering of Class A
ordinary shares; (2) the public offering of Warrants to purchase the Company’s American depositary shares and (3) the issuance
of Representative’s Warrants to purchase the Company’s American depositary shares. It registered these transactions
under its F-1 registration statement. For the purpose of calculating SEC filing fees, the Company relied on Rule 457(o) of the
Securities Act of 1933, as amended. Rule 457(o) provides that the registration fee may be calculated on the basis of the maximum
aggregate offering price of all the securities listed in the “Calculation of Registration Fee” table. As stated in
the “Calculation of Registration Fee” table in the Registration Statement, the Company registered a maximum aggregate
offering price of (1) US$10.0 million for the offering of its Class A ordinary shares (or the follow-on offering as referred to
in the prospectus supplement included in the Company’s Post-effective Amendment No. 2), (2) US$10.0 million for Class A ordinary
shares underlying the American depositary shares issuable upon exercise of Warrants, and (3) US$550,000 for Class A ordinary shares
underlying the American depositary shares issuable upon exercise of Representative’s Warrants as well as its issuance of
Warrants and Representative’s Warrants to purchase American depositary shares. In connection with the follow-on offering,
the estimated offering size of 12,422,360 ADSs then representing 37,267,080 Class A ordinary shares, and an over-allotment option
to purchase 1,863,354 ADSs, as stated in the F-1 registration statement filed on September 23, 2020, was calculated by dividing
US$10.0 million by US$0.70 per ADS, the closing trading price for the Company’s ADSs on September 21, 2020. The final maximum
offering size of the follow-on offering is approximately US$9.7 million, pursuant to which the Company offered and sold 23,500,000
ADSs, then representing 70,500,000 Class A ordinary shares of the Company, at the then offering price of US$0.36 per ADS, and granted
an over-allotment option to purchase up to an additional 3,525,000 ADSs at the same price. The Company further respectfully advises
the Staff that it included such pricing information in its final prospectus dated September 29, 2020, which was filed with the
Commission on October 1, 2020.

    2

Securities and Exchange Commission

February 9, 2021

Page 3

 2. You disclose in your explanatory note that "[n]o additional securities are being registered
under this Post-effective Amendment." However, your initial registration statement and subsequent prospectus supplement registered
ADSs representing only 70,500,000 Class A ordinary shares, and your post-effective amendment appears to be registering up to 2,820,000
American Depositary Shares representing up to 84,600,000 Class A ordinary shares issuable upon exercise of outstanding warrants
and representative’s warrants. Therefore, it appears that you are attempting to register additional Class A ordinary shares
under this post-effective amendment, and it does not appear that you are eligible to register these additional securities pursuant
to Rule 413 of the Securities Act. Therefore, please file a separate registration statement relating to the additional securities,
or provide us with your legal analysis as to why you are permitted to register these shares on a post-effective amendment. Alternatively,
please provide us with further detail supporting your statement that no additional securities are being registered pursuant to
this post-effective amendment.

The Company respectfully advises
the Staff that no additional securities are being registered pursuant to the Post-effective Amendment No. 2. As stated in the “Calculation
of Registration Fee” table in the Registration Statement, the Company registered maximum aggregate offering prices of US$10.0
million for its Class A ordinary shares, US$10.0 million for its Class A ordinary shares issuable upon the exercise of the Warrants,
and US$550,000 for its Class A ordinary shares issuable upon the exercise of the Representative’s Warrants. The Company also
granted the underwriter an over-allotment option to purchase up to an additional 3,525,000 ADSs, each ADS then representing three
Class A ordinary shares, and/or up to an additional 3,525,000 Warrants, pursuant to which the underwriter exercised its option
to purchase additional 3,525,000 Warrants in full. Immediately prior to the filing of the post-effective amendment No. 1, the Company
had 27,025,000 Warrants to purchase 2,702,500 ADSs representing 81,075,000 Class A ordinary shares, and Representative’s
Warrants to purchase 117,500 ADSs representing 3,525,000 Class A ordinary shares, resulting in an aggregate of up to 2,820,000
ADSs, representing up to 84,600,000 Class A ordinary shares, issuable upon the exercise of outstanding Warrants and Representative’s
Warrants. Therefore, no additional securities are being registered.

    3

Securities and Exchange Commission

February 9, 2021

Page 4

 3. You disclose that the exercise price of your warrants has changed to reflect the adjustments
to the warrants as the result of the change in ADS-to-Class A ordinary shares ratio. This change in ratio appears to have occurred
on October 19, 2020, as is disclosed in your prospectus supplement filed October 20, 2020. Please provide us with your legal analysis
as to why the change in the terms of the warrants was not a material change requiring you to file a post-effective amendment, rather
than a prospectus supplement, as of or promptly after the change in terms was effective. Please also tell us whether you made any
sales pursuant to your initial F-1 registration statement after you adjusted your ADS-to-Class A share ratio, but before you disclosed
the change in the terms of your warrants to investors.

The Company respectfully advises
the Staff that the Company does not believe the adjustments to the Warrants requires it to file a post-effective amendment because
(i) the adjustment was triggered by the ADS-to-Class A ordinary share ratio change and the adjustment mechanism was set forth in
Section 4.1 of the warrant agent agreement entered into between the Company and Computershare Inc. and Computershare Trust Company,
N.A., as the warrant agent, dated October 2, 2020, filed as an exhibit to the Registration Statement. The warrant agent agreement
provide that if the ratio of ordinary shares is increased, the exercise price immediately prior to such combination will be proportionately
increased and the number of Warrant ADSs will be proportionately decreased, effective at the close of business on the date the
ratio change becomes effective, (ii) such adjustment was already publicly disclosed on page 125 of the Registration Statement,
which states that the exercise price is subject to appropriate adjustment in the event of certain stock splits, stock dividends,
recapitalizations or otherwise, and (iii) the adjustments did not change the economics of the Warrants as the total exercise price
of the Warrants to be paid by the investors remain unchanged. The adjustment to the Warrants was conducted according to a pre-agreed
contractual mechanism that has been publicly disclosed as well as the provisions of the relevant documents that were publicly filed.
There was no further negotiation or investment decision to be made by the Company, the warrant agent or the warrant holders as
a result of the ADS-to-Class A ordinary shares ratio change. The Company also notified the warrant agent in advance and delivered
notice of the adjustments to the Warrants holders on October 19, 2020.

The Company further respectfully
advises the Staff that the Company did not make any sale pursuant to its initial F-1 registration statement during the period after
it adjusted its ADS-to-Class A ordinary shares ratio and before it publicly disclosed the ratio change and its impact to investors.

    4

Securities and Exchange Commission

February 9, 2021

Page 5

 4. Please amend your disclosure to clarify which offering you are referring to as the “follow-on
offering.” In this regard, we note your disclosure that “[t]he Warrants and the Representative’s Warrants were
issued in connection with a registered follow-on offering contemplated by the Registration Statement.” Your F-1 registration
statement effective September 29, 2020 appears to register Warrants and Representative Warrants, but does not appear to be a follow-on
offering.

The Company respectfully advises
the Staff that, as mentioned in the response to Comment No. 1, the F-1 registration statement effective September 29, 2020 covered
a follow-on offering of 2,350,000 ADSs, each representing thirty Class A ordinary shares. The Company also issued Warrants and
Representative’s Warrants in parallel and simultaneously with such follow-on offering. All of the Class A ordinary shares
offered through the follow-on offering, the Warrants, the Representative’s Warrants and the Class A ordinary shares issuable
upon the exercise of the Warrants and the Representative’s Warrants were registered.

In response to the Staff’s
comment, the Company has revised the referenced disclosure on the prospectus cover page of the Post-effective Amendment No. 2.

 5. We note your disclosure throughout the filing that, on January 3, 2020, you entered into a legally-binding
cooperation and investment term sheet with several investors in the cryptocurrencies mining industry. You also disclose in your
risk factors that you cannot assure investors that you will successfully identify or transition your business focus. With a view
to understanding how you expect your business focus to transition, please disclose an estimated date by which you expect to begin
cryptocurrency mining activities.

The Company respectfully advises
the Staff that, in February 2021, NBTC Limited, a wholly-owned subsidiary of the Company, signed a strategic cooperation framework
purchase agreement (the “Cooperation Agreement”), with Shenzhen MicroBT Electronics Technology Co., Ltd., the
manufacturer of WhatsMiner bitcoin mining machines. Pursuant to the Cooperation Agreement, upon the payment of a deposit, NBTC
Limited has the right of first offer to purchase 5,000 WhatsMiner bitcoin mining machines from MicroBT within one year, including
but not limited to models M32 and M31S. The Company completed first batch purchase of 440 WhatsMiner M32 machines in February 2020.
Other than WhatsMiner bitcoin mining machines, we also plan to continue purchasing different types of cryptocurrency mining machines
in the near future.

In February 2021, the Company entered
into purchase agreements with five Bitcoin mining machine owners to purchase Bitcoin mining machines by issuance of its Class A
ordinary shares. Pursuant to the purchase agreements, the Company issued an aggregate of 26,838,360 Class A ordinary shares in
exchange for 26,007 Bitcoin mining machines, with a total hash rate of approximately 549PH/S, accounting for about 0.36% of the
global hash rate of Bitcoin. Majority of these mining machines have already been deployed in Xinjiang, Sichuan and Gansu in China.
The number of Class A ordinary shares issued to each owner was determined based on the fair market value of Bitcoin mining machines,
as apprised by an independent valuation firm prior to the execution of the purchase agreements, at a pre-agreed per share price
of approximately US$0.37 per Class A ordinary share (equivalent to US$11.18 per ADS).

    5

Securities and Exchange Commission

February 9, 2021

Page 6

On February 8, 2021, the Company
further entered into six legally-binding memoranda of understanding (the “MOUs”), with six unrelated Bitcoin
mining machine owners to purchase Bitcoin mining machines by issuance of its Class A ordinary shares. This batch of Bitcoin mining
machines includes different brands such as WhatsMiner, AntMiner and AvalonMiner, with a total number of 10,489 units and a total
hash rate of approximately 251PH/S. These Bitcoin mining machines have already been deployed in Qinghai, Xinjiang and Inner Mongolia
in China. Pursuant to the MOUs, the Company may issue approximately 7,178,160 Class A ordinary shares based on a per share price
of approximately US$0.78 (equivalent to US$23.35 per ADS). The underlying shares will be subject to a lock-

United States securities and exchange commission logo
January 25, 2021
Jun Zhu
Chairman and Chief Executive Officer
The9 LTD
17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People’s Republic of China
Re:The9 LTD
Post-Effective Amendment No. 1 to Registration Statement on Form F-1
Filed January 4, 2021
File No. 333-240331
Dear Mr. Zhu:
            We have reviewed your post-effective amendment 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 by amending your registration statement and providing the
requested information.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Post-effective Amendment No. 1 to Registration Statement on Form F-1
General
1.We note your disclosure in your explanatory note that "[t]he Registration Statement
originally covered the offering of an aggregate of 2,350,000 American depositary shares,
or the ADSs, each as of the date of this prospectus representing thirty (30) Class A
ordinary shares, and warrants to purchase 2,350,000 ADSs."  However, your initial F-1
registration statement, effective September 29, 2020, covered 12,422,360 American
Depositary Shares representing 37,267,080 Class A ordinary shares, and your prospectus
supplement filed October covered 23,500,000 American Depositary Shares representing
70,500,000 Class A Ordinary Shares.  Please amend your filing to reconcile these
disclosures, or tell us why there appears to be a discrepancy in the disclosure about the

 FirstName LastNameJun Zhu
 Comapany NameThe9 LTD
 January 25, 2021 Page 2
 FirstName LastName
Jun Zhu
The9 LTD
January 25, 2021
Page 2
number of shares registered in your initial offering.
2.You disclose in your explanatory note that "[n]o additional securities are being registered
under this Post-effective Amendment."  However, your initial registration statement and
subsequent prospectus supplement registered ADSs representing only 70,500,000 Class A
ordinary shares, and your post-effective amendment  appears to be registering up to
2,820,000 American Depositary Shares representing up to 84,600,000 Class A ordinary
shares issuable upon exercise of outstanding warrants and representative’s warrants.
Therefore, it appears that you are attempting to register additional Class A ordinary shares
under this post-effective amendment, and it does not appear that you are eligible to
register these additional securities pursuant to Rule 413 of the Securities Act.  Therefore,
please file a separate registration statement relating to the additional securities, or provide
us with your legal analysis as to why you are permitted to register these shares on a post-
effective amendment.  Alternatively, please provide us with further detail supporting your
statement that no additional securities are being registered pursuant to this post-effective
amendment.
3.You disclose that the exercise price of your warrants has changed to reflect the
adjustments to the warrants as the result of the change in ADS-to-Class A ordinary shares
ratio.  This change in ratio appears to have occurred on October 19, 2020, as is disclosed
in your prospectus supplement filed October 20, 2020.  Please provide us with your legal
analysis as to why the change in the terms of the warrants was not a material change
requiring you to file a post-effective amendment, rather than a prospectus supplement, as
of or promptly after the change in terms was effective.  Please also tell us whether you
made any sales pursuant to your initial F-1 registration statement after you adjusted your
ADS-to-Class A share ratio, but before you disclosed the change in the terms of your
warrants to investors.
4.Please amend your disclosure to clarify which offering you are referring to as the "follow-
on offering."  In this regard, we note your disclosure that "[t]he Warrants and the
Representative’s Warrants were issued in connection with a registered follow-on offering
contemplated by the Registration Statement."  Your F-1 registration statement
effective September 29, 2020 appears to register Warrants and Representative Warrants,
but does not appear to be a follow-on offering.
5.We note your disclosure throughout the filing that, on January 3, 2020, you entered into a
legally-binding cooperation and investment term sheet with several investors in the
cryptocurrencies mining industry.  You also disclose in your risk factors that you cannot
assure investors that you will successfully identify or transition your business focus.  With
a view to understanding how you expect your business focus to transition, please disclose
an estimated date by which you expect to begin cryptocurrency mining activities.

 FirstName LastNameJun Zhu
 Comapany NameThe9 LTD
 January 25, 2021 Page 3
 FirstName LastName
Jun Zhu
The9 LTD
January 25, 2021
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-
3222 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Haiping Li., Esp.

CORRESP
1
filename1.htm

September 25, 2020

VIA EDGAR

Attention: Jennifer López

Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: The9 Limited (CIK No. 0001296774)

Registration Statement on Form F-1 (File No.
333-240331)

Dear Ms. López:

Pursuant to Rule 461 of Regulation C (“Rule
461”) promulgated under the Securities Act of 1933, as amended, The9 Limited (the “Company”) hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”)
be accelerated to, and that the F-1 Registration Statement become effective at, 5:00 p.m., Eastern Time on September 29, 2020,
or as soon thereafter as practicable.

If there is any change in the acceleration
request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request
of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may
be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate,
Meagher & Flom LLP.

The Company understands that the representative
of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter
filed with the Securities and Exchange Commission (the “Commission”) today.

[Signature page follows]

  Very truly yours,

  The9 Limited

  By:	 /s/ Jun Zhu

  Name: Jun Zhu

 Title: Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

September 25, 2020

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

 Re: The9 Limited

Registration
Statement on Form F-1

File No. 333-240331

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of
the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of
the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it
will become effective at 5:00 p.m., Washington D.C. time, on Tuesday, September 29, 2020, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule
418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus:  September 23, 2020.

    (ii)
    Dates of distribution:  September 23, 2020 through the date hereof.

    (iii)
    Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 4.

    (iv)
    Number of prospectuses so distributed: 257.

The undersigned confirms that it has complied with and will
continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

[Signature Page Follows]

    MAXIM GROUP LLC

    By:
        /s/ Clifford A. Teller

Name:
Clifford A. Teller

Title:
   Executive Managing Director

Head of Investment Banking

United States securities and exchange commission logo
August 10, 2020
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
Registration Statement on Form F-1
Filed August 4, 2020
File No. 333-240331
Dear Mr. Lai:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jennifer López at 202-551-3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

August 4, 2020

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: The9 Limited (CIK: 0001296774)

Registration Statement on Form F-1

Dear Sir or Madam:

On behalf of our client, The9 Limited, a
foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are hereby submitting a registration
statement on Form F-1 (the “Registration Statement”) relating to a proposed registered public offering (the “Proposed
Offering”) in the United States of the Company’s Class A ordinary shares, par value US$0.01 per share, to be represented
by American depositary shares (“ADSs”), and warrants to purchase ADSs, via EDGAR to the Securities and Exchange Commission
(the “Commission”) for review in accordance with the procedures of the Commission.

Financial Statements

The Company has included in this submission
its audited consolidated financial statements for the years ended, and as of, December 31, 2017, 2018 and 2019.

* * *

Registration Statement

Securities and Exchange Commission

August 4, 2020

Page 2

If you have any questions regarding the
Registration Statement, please contact the undersigned by phone at +86-21-6193-8210 or via e-mail at haiping.li@skadden.com or
Ying Wu, the audit engagement partner at Grant Thornton, by telephone at +86-21-2322-0262 or via email at ying.wu@cn.gt.com. Grant
Thornton is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Haiping Li

Haiping Li

 cc: Jun Zhu, Chief Executive Officer and Director, The9 Limited

George Lai, Chief Financial Officer and
Director, The9 Limited

Mitchell S. Esq., Partner, Loeb & Loeb
LLP

Angela M. Dowd, Esq., Partner, Loeb &
Loeb LLP

Ying Wu, Partner, Grant Thornton

CORRESP
1
filename1.htm

Acceleration Letter

 The9 Limited

Building No. 3, 690 Bibo Road, Zhang Jiang Hi-Tech Park

Pudong New Area, Pudong, Shanghai 201203

People’s Republic of China

June 14, 2016

 VIA EDGAR

Katherine Wray, Attorney-Advisor

 Jeff Kauten, Attorney-Advisor

 Barbara C. Jacobs, Assistant Director

 Office of Information
Technologies and Services

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
The9 Limited

 Registration Statement on Form F-3 (File No. 333-210692)

Acceleration Request

 Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, The9 Limited (the “Company”) hereby
requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 9 A.M., Eastern Standard Time on
June 16, 2016, or as soon thereafter as practicable.

 If there is any change in the acceleration request set forth above, the Company
will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461 of Regulation C. Such request may be made by an executive
officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

 The
Company hereby acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert the Staff’s comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 [Signature page follows]

Very truly yours,

The9 Limited

By:

 /s/ George Lai

Name:

George Lai

Title:

Chief Financial Officer

 [Signature Page to
Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 The9 Limited

Building No. 3, 690 Bibo Road, Zhang Jiang Hi-Tech Park

Pudong New Area, Pudong, Shanghai 201203

People’s Republic of China

Phone: +86-21-5172-9999

 May 23, 2016

VIA EDGAR

 Katherine Wray, Attorney-Advisor

Jeff Kauten, Attorney-Advisor

 Barbara C. Jacobs, Assistant
Director

 Office of Information Technologies and Services

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
The9 Limited

 Registration Statement on Form F-3

Filed April 11, 2016 (File No. 333-210692)

Ladies and Gentlemen:

 This letter sets forth
the response of The9 Limited (the “Company”) to the comments contained in the letter dated May 2, 2016 from the staff of the Securities and Exchange Commission (the “Staff”) regarding the Registration Statement
on Form F-3 (the “Registration Statement”). The comments are repeated below and followed by the response thereto. Capitalized terms used but not defined herein have the meanings set forth in the Registration Statement.

The Company has revised the Registration Statement in response to the Staff’s comments and, concurrently with this letter, is filing a
Pre-Effective Amendment No. 1 to the Registration Statement (the “Amendment No. 1”), which incorporates the revisions discussed in this letter.

All references in this letter to page numbers and captions correspond to the page numbers and captions in the Amendment No. 1. References
throughout this letter to “we,” “us” and “our” are to the Company.

 General

1.
Given the nature of the offering, the size of the offering compared to the number of shares outstanding held by non-affiliates, and the length of time the selling shareholders have held shares, it appears that these
securities might be offered by you or on your behalf. If this is the case, the offering is not eligible to be conducted on a continuous or delayed basis pursuant to Rule 415(a)(1)(i) of Regulation C. Additionally, because the offered securities are
not qualified to be registered on Form F-3, you would not able to make an at the market offering pursuant to Rules 415(a)(1)(x) and 415(a)(4) of Regulation C.

 1

 Please provide us with a detailed analysis of why this offering is not being conducted by you
or on your behalf. Your analysis should address all of the factors set forth in Securities Act Rules Compliance and Disclosure Interpretation 612.09, which can be found on our website. Alternatively, please revise the registration statement to
register on a form that you are eligible to use for a primary offering; to name the selling stockholders as underwriters; to disclose that the selling stockholders must resell their shares at a fixed price throughout the offering; and to make
conforming changes to the prospectus, including the cover page and the summary of the offering and plan of distribution sections.

 For
the reasons set forth below, we respectfully submit to the Staff that the proposed offering of ordinary shares of the Company by the Selling Shareholder as contemplated in the Registration Statement is not being conducted by or on behalf of the
Company. The Company has reviewed the Staff’s historical guidance as set forth in the Securities Act Rules Compliance and Disclosure Interpretations Question 612.09 (“C&DI 612.09”), which identifies six factors to be
considered in determining whether a purported secondary offering is really a primary offering.

 Factor No. 1: How Long the Selling
Shareholder Has Held the Shares

 The 16,474,355 ordinary shares to be registered for resale (the “Subject Shares”)
under the Registration Statement represent the maximum number of shares issuable upon conversion or exercise of the Convertible Notes and the Warrants, which were acquired by the Selling Shareholder pursuant to the Convertible Note and Warrant
Purchase Agreement dated November 24, 2015 by and among the Company, the Selling Shareholder and the parties listed in Schedule 1 attached thereto (the “Agreement”; and the issuance and sale of the Convertible Notes and the
Warrants to the Selling Shareholder thereunder, the “Transaction”). The Transaction was a bona fide private placement transaction made pursuant to Regulation S under the Securities Act of 1933, as amended (the
“Securities Act”). The Transaction was completed on December 11, 2015 (the “Closing Date”). In other words, the Selling Shareholder has held the Convertible Notes and the Warrants for more than five months as
of the date of this letter.

 In the Agreement, the Company has covenanted to file a registration statement covering the resale of the
Subject Shares within approximately three to four months after the Closing Date, and to use its best efforts to cause such Registration Statement to become effective under the Securities Act as promptly as possible after the initial filing. The
Company filed the Registration Statement to perform such obligation under the Agreement. The Company respectfully submits to the Staff that the registration of the Subject Shares for resale as contemplated in the Registration Statement is consistent
with a typical “PIPE” transaction, where an issuer is required to file a resale registration statement shortly after closing.

 2

 Although the transactions under the Agreement were made pursuant to Regulation S under the
Securities Act, we believe that the Staff’s guidance on secondary offering registration as set forth in the Securities Act Rules Compliance and Disclosure Interpretations Question 116.19 (“C&DI 116.19”) is still applicable
because the Transaction is a PIPE transaction by its nature and was made in a good faith reliance on Regulation S under the Securities Act. C&DI 116.19 clarifies that, under the circumstances set forth therein, a valid secondary offering may
occur immediately following the closing of a private placement without the satisfaction of any required holding period: “In a PIPE transaction, a company will be permitted to register the resale of securities prior to their issuance if the
company has completed a Section 4(2)-exempt sale of the securities (or in the case of convertible securities, of the convertible security itself) to the investor, and the investor is at market risk at the time of filing of the resale
registration statement. The investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration
statement or at any subsequent date. When a company attempts to register for resale shares of common stock underlying unissued, convertible securities, the PIPE analysis applies to the convertible security, not to the underlying common stock.”

 As discussed above, the Selling Shareholder has held the Convertible Notes and the Warrants for more than five months as of the date of
this letter. The conversion or exercise prices at which the Selling Shareholder may acquire the ordinary shares have been determined in the Agreement and are not subject to any change. Like investors in a typical PIPE transaction, the Selling
Shareholder was immediately at market risk once the Convertible Notes and the Warrants were acquired on December 11, 2015.

 Further,
historically there has been a limited trading volume in the American depositary shares (the “ADS”), each representing one ordinary share of the Company. According to Yahoo Finance, the average three-month volume as of the date of
this letter was approximately 29,300 ADSs. As a result, the Company believes that the Selling Shareholder likely would need to continue to bear the market risk of a significant portion of its investment because it could be difficult for the Selling
Shareholder to sell such a large number of shares into the public market without significantly reducing the sale price of such shares.

Factor No. 2: The Circumstances Under Which the Selling Shareholder Received Its Shares

As described above, the Selling Shareholder acquired the Convertible Notes and the Warrants in a bona fide private placement transaction
pursuant to Regulation S under the Securities Act.

 In the Agreement, the Selling Shareholder made customary investment and private
placement representations to the Company, including that such Selling Shareholder was (i) not a “U.S. person” and was located outside the United States, as such terms are defined in Rule 902 of Regulation S under the Securities Act;
(ii) aware that the sale of the Convertible Notes, the Warrants and the issuance of ordinary shares and the ADSs upon any conversion of the Convertible Notes or exercise of the Warrants was being made in reliance on Rule 903 promulgated under
the Securities Act and (iii) acquiring the Convertible Notes and the Warrants for its own account and not with a view to, or the intention of, or for sale in connection with, any distribution thereof in violation of applicable securities laws.

 3

 The Company is neither aware of any evidence that would indicate that these representations were
false nor aware of any evidence that the Selling Shareholder has any plans to act in concert to effect a distribution of the Convertible Notes, the Warrants, or the underlying ordinary shares. In addition, the Company is not aware of any evidence
that would indicate that a distribution would occur if the Registration Statement is declared effective.

 Under the Commission’s
rules, a “distribution” requires special selling efforts. Rule 100(b) of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration under the Securities Act, that is
distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods.” The Company is not aware of any evidence that would indicate that any special selling efforts or
selling methods (such as road shows or other actions to condition the market for the Company’s ADSs or ordinary shares) by or on behalf of the Selling Shareholder have or will take place if the Registration Statement is declared effective. To
do so would violate the representations made by the Selling Shareholder in the Agreement.

 Factor No. 3: The Selling
Shareholder’s Relationship to the Company

 To the Company’s knowledge, the Selling Shareholder is a professional investor
that has acquired the Convertible Notes and the Warrants for investment purposes. The Company did not have any relationship to the Selling Shareholder prior to the Transaction. The Selling Shareholder does not have any representative on the
Company’s board of directors, or any special contractual rights as shareholder of the Company under any shareholders’ or similar agreement.

Furthermore, the Selling Shareholder is not acting on behalf of the Company with respect to the ordinary shares being registered for resale
under the Registration Statement. The Company has no contractual, legal or other relationship with the Selling Shareholder that would control the timing, nature and amount of resales of such ordinary shares following the effectiveness of the
Registration Statement or whether such shares are even resold at all under the Registration Statement. In addition, the Company will not receive any of the proceeds from any resale of the shares by the Selling Shareholder under the Registration
Statement.

 4

 Factor No. 4: The Amount of Shares Involved

The Subject Shares represent approximately 27% of the total outstanding ordinary shares of the Company immediately after the consummation of
the Transaction, assuming conversion of all the Convertible Notes and exercise of all the Warrants, and having taken into account the contractual provision in the Agreement that the Selling Shareholder shall at no time be entitled to convert any
portion of the Convertible Notes into ADSs if subsequent to such conversion the Selling Shareholder holds more than 20% of the Company’s total outstanding and issued ordinary shares. Such shares also represent approximately 34% of the
Company’s public float immediately after the consummation of the Transaction, assuming conversion of all the Convertible Notes and exercise of all the Warrants, and having taken into account the contractual provision in the Agreement that the
Selling Shareholder shall at no time be entitled to convert any portion of the Convertible Notes into ADSs if subsequent to such conversion the Selling Shareholder holds more than 20% of the Company’s total outstanding and issued ordinary
shares.

 Regardless of percentage, it is important to note that the amount being registered is only one factor cited in C&DI 612.09,
and is not controlling. Moreover, the Company has reviewed various historical guidance from the Staff, including the Securities Act Rules Compliance and Disclosure Interpretations Question 612.12, which states, “A controlling person of an
issuer owns a 73% block. That person will sell the block in a registered “at-the-market” equity offering. Rule 415(a)(4) applies only to offerings by or on behalf of the registrant. A secondary offering by a control person that is not
deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).”

 The above historical guidance by the Staff
illustrates that even a single, large stockholder can effect a valid secondary offering, even where the stockholder’s ownership percentage in the issuer is well in excess of the approximately 27% held by the Selling Shareholder.

Factor No. 5: Whether the Selling Shareholder is in the Business of Underwriting Securities

To the Company’s knowledge, the Selling Shareholder is not a broker-dealer or an affiliate of broker-dealers, and the Selling Shareholder
is not in the business of underwriting securities. Additionally, the issuance of the Subject Shares covered by the Registration Statement was neither conditioned on the prior effectiveness of the Registration Statement nor otherwise conditioned on
the Selling Shareholder’s ability to resell the shares.

 The facts indicate that the Selling Shareholder made a fundamental decision
to invest in the Company. Accordingly, the Company believes that none of the features commonly associated with acting as an underwriter are present.

 5

 Factor No. 6: Whether Under All the Circumstances it Appears that the Selling Shareholder
is Acting as a Conduit for the Company

 Based on the foregoing analysis, the Company respectfully submits that the facts support the
determination that the Selling Shareholder is not acting as a conduit for the Company. The Selling Shareholder has held the Convertible Notes and the Warrants for more than five months as of the date of this letter. The Selling Shareholder acquired
such securities in a bona fide private placement transaction pursuant to Regulation S under the Securities Act, in which it made typical investment and private placement representations to the Company. Since the acquisition of the securities,
the Selling Shareholder has borne the full economic risk of ownership of the Convertible Notes and the Warrants, and the underlying ordinary shares. To the Company’s knowledge, the Selling Shareholder is a professional investor not involved in
the business of underwriting securities, and has acquired the Convertible Notes and the Warrants for investment purposes for its own account. The Selling Shareholder is not acting on behalf of the Company with respect to the ordinary shares being
registered for resale under the Registration Statement. For the reasons described above, the Company respectfully submits to the Staff that the proposed offering of the ordinary shares by the Selling Shareholder as contemplated by the Registration
Statement is a secondary offering but not an indirect primary offering.

 Selling Shareholder, page 9

2.
Please advise whether the selling stockholder is a broker-dealer or an affiliate of a broker-dealer. Be advised that a selling

Mail Stop 4561

May 2, 2016

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
Registration Statement on Form F-3
Filed April 11, 2016
File No. 333-210692

Dear Mr. Lai:

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply t o 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 registration statement and the information you
provide in response to these comments, we may have ad ditional comments.

General

1. Given the nature of the offering, the size of the offering compared to the number of
shares outstanding held by non -affiliates, and the length of time the selling shareholders
have held shares, it appears that these securities might be offered by you or on your
behalf.   If this is the case, the offering is not eligible to be conducted on a continuous or
delayed basis pursuant to Rule 415(a)(1)(i) of Regulation C.   Additionally, because the
offered securities are not q ualified to be registered on Form F-3, you would not able to
make an at the market offering pursuant to Rules 415(a)(1)(x) and 415(a)(4)  of
Regulation C.

George Lai
The9 Limited
May 2, 2016
Page 2

 Please provide us with a detailed analysis of why this offering is not being conducted by
you or on y our behalf.   Your analysis should address all of the factors set forth in
Securities Act Rules Compliance and Disclosure Interpretation 612.09, which can be
found on our website.   Alternatively, please revise the registration statement to  register
on a for m that you are eligible to use for a primary offering; to  name the selling
stockholders as underwriters; to disclose that the selling stockholders must resell their
shares at a fixed price throughout the offering; and to make conforming changes to the
prospectus, including the cover page and the summary of the offering an d plan of
distribution sections.

Selling Shareholder, page 9

2. Please advise whether the selling stockholder is a broker -dealer or an affiliate of a broker -
dealer.   Be advised that a selling stockholder registered as a broker -dealer who did not
receive their securities as compensation for investment banking or similar services should
be identified as an underwriter.   If the selling stockholder is an affiliate of a  broker -
dealer, disclo se whether at the time of the purchase of the securities to be resold, the
seller purchased in the ordinary course of business and had any agreements or
understandings, directly or indirectly, with any person to distribute the securities.  If you
are not a ble to so represent, please identify the selling stockholder as an underwriter.

3. We note that a number of entities appear to share voting and dispositive power over the
shares held by Splendid Days Limited as the result of a voting agreement described in
footnote 3.  Please disclose the natural persons that have voting and dispositive power
over these shares.  For guidance, see Regulation S -K Compliance and Disclosure
Interpretation 140.02, available on our website.

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 Act of 193 3 and
all applicable Securities  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 the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration stateme nt please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; a nd

George Lai
The9 Limited
May 2, 2016
Page 3

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

Please refer to Rule 461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested eff ective date of the
registration statement.

You may contact Jeff Kauten, Attorney -Advisor, at (202) 551 -3447 , or in his absence, me at
(202) 551 -3483 , with any questions .  If you require further assistance, please contact Barbara C.
Jacobs , Assistant Direc tor, at (202) 551 -3730.

Sincerely,

/s/ Katherine Wray

Katherine Wray
Attorney -Advisor
Office of Information Technologies
and Services

cc:  Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom

April 5, 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 completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the f ilings  to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief

cc:   Via e -mail
 Andrew Han – The9 Limited

CORRESP
1
filename1.htm

Correspondence

 [Letterhead of The9 Limited]

March 21, 2013

 VIA EDGAR AND
FAX

 Kathleen Collins, Accounting Branch Chief

 Megan Askt, Staff Accountant

 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, 2011

 Filed March 22,
2012

 File No. 001-34238

 Dear Ms. Collins and Ms. Askt:

 This letter sets forth our responses to the comments
contained in the letter dated March 11, 2013 from the Staff of the Commission (the “Staff”) regarding our annual report on Form 20-F for the year ended December 31, 2011 (the “2011 Form 20-F”). For ease of reference, we
have set forth the Staff’s comments and our response for each item below.

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

 Item 18. Financial Statements

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

1.
Please explain further the following as it relates to your response to prior comment 7:

•

 You state that the company will refund holders of activated but unconsumed cards who “advance appropriate claims.” Tell
us how you determine what constitutes an “appropriate” claim;

•

 Explain how you determine the “unconsumed” balance of such cards. In this regard, tell us how you obtain information
regarding the amount of points consumed by the player after your loss of the WoW license;

•

 To the extent you are unable to obtain such usage information, explain further how you can reasonably determine the amount due to
the player upon receipt of an appropriate claim;

 1

•

 Tell us the amount of claims, if any, processed to date on activated but unconsumed point cards since your loss of the WoW license;
and

•

 If no claims have yet been processed, to the extent you are able to obtain usage information for these cards, tell us how you use
this information to determine whether any income can be recognized relating to these activated but unconsumed point cards.

 The Company hereby respectfully clarifies our policy regarding activated but unconsumed point cards (“unconsumed points”). Prior to the loss of the WoW license, the Company had a policy of
recognizing revenue using a breakage model with respect to the deferred revenue recorded for unconsumed points. However, upon the loss of the WoW license, the Company concluded the nature of the obligation substantively changed from deferred
revenue, for which the Company had the ability to satisfy the underlying performance obligation, to an obligation to refund players for their unconsumed points. As a result, the Company evaluated how to appropriately account for the resulting refund
obligation. As described in the response to the Staff’s Comment 13 in the letter dated December 17, 2012, the Company concluded that the appropriate accounting treatment was to follow the derecognition guidance provided in ASC 405-20. The
Company applied this accounting policy consistently to both the unactivated game point cards and unconsumed points.

 The liability recorded
for the Company’s refund obligation was determined based on the player data captured in the Company’s database as of the date the WoW service was terminated. Consistent with the Company’s accounting policy, and as disclosed in Note 19
of the Company’s Form 20-F, the remaining legal liability relating to the unconsumed points of RMB170.0 million (US$27.0 million), to the extent not refunded, will be legally released in 20 years from September 2009 under the applicable
People’s Republic of China current laws. As disclosed in Note 19, the legal liability with respect to the unactivated game point cards was derecognized and recorded as other operating income for the year ended December 31, 2011. As
discussed in the prior response, this liability was derecognized on the basis that the legal liability lapsed two years from the date the Company publicly announced the refund policy that applied to these cards.

In response to the Staff’s specific queries, the Company respectfully submits the following:

•

 After the discontinuation of the WoW service, players were unable to continue to utilize their unconsumed points with the Company as the unconsumed
points were specific to the WoW game. As discussed in the Company’s response to prior Comment 7, despite the fact that the subsequent WoW license holder has decided to offer players credits for the unconsumed points, the Company’s legal
counsel has concluded that the actions of the subsequent WoW license holder do not legally relieve the Company of its refund obligation. As such, any usage information that might be maintained by the current WoW license holder is not relevant to the
Company in determining the proper accounting treatment for the unconsumed points. In addition, the Company does not have access to the information relating to any subsequent utilization of the unconsumed points on the system maintained by the
current WoW operator, which is an independent third party and competitor to the Company.

 2

•

 With respect to what constitutes an “appropriate” claim, as noted above, the Company maintains specific account information for each of the
former players, including The9 game user ID, password, and The9 account balance. Based on these records, the Company will determine a claim to be “appropriate” if (i) the claim is submitted to The9 in writing, (ii) the claimant
provides satisfactory proof of their identity, and such proof matches the identity and account information maintained by the Company, and (iii) the claim includes proper bank account information and accurate contact information. As of the date
of this letter no appropriate claims for refunds of unconsumed points have been received and processed and accordingly the recorded liability remains unchanged, and agrees to the detail player information which the Company continues to maintain.

•

 As discussed in the response to prior comment 8, the Company was not required to make, and has not made a public announcement with respect to this
process.

2.
We note your response to our prior comment 9 as it relates to your consideration to recognize breakage for activated but unconsumed point cards. Tell us how you
considered the passage of time since the loss of the WoW license, in connection with the fact that it appears no material refunds have been paid to date on the activated but unconsumed game points, in your analysis of the liability as of
December 31, 2011 and 2012. In this regard, tell us whether you continue to believe that you do not have sufficient factual information to determine that the balance, or a portion thereof, could be considered remote for redemption purposes and
how you reached this conclusion.

 The Company respectfully submits that its accounting policy with respect to its refund
obligation for unconsumed points is to apply the derecognition guidance codified in ASC 405, specifically paragraph 20-40-1, which states, in part, as follows:

 A debtor shall derecognize a liability if and only if it has been extinguished. A liability has been extinguished if either of the following conditions is met:

b. The debtor is legally released from being the primary obligor under the liability, either judicially or by the creditor.

Accordingly, and in response to the Staff’s comment, the Company has not considered the subsequent circumstances (i.e., the passage of time or the
fact that no material refunds have been paid to date on the unconsumed points) with a view to recognize breakage, as the Company’s policy is to apply the derecognition guidance in ASC 405-20, and this subsequent circumstances are not relevant
to that application.

 3

 In response to the Staff’s comment, as of the date of this letter, the Company does not believe it is
in a position to assert in its financial statements that future claims for this refund obligation, or a portion thereof, should be considered remote for the following reasons: i) the Company’s lack of experience with such refund obligations, as
the holders of unactivated game point cards are substantially different from active users who hold unconsumed points, ii) the high profile nature of WoW, combined with the large number of former players affected by the loss of the WoW license
(approximately 7.7 million game users in total), and iii) the unpredictable nature of consumer activities in China. The Company respectfully submits that its conclusion to apply the derecognition guidance in ASC 405, paragraph 20-40-1 is
appropriate and as such whether or not the refund obligation could be considered remote for redemption purposes does not determine when the liability should be derecognized under this guidance.

Note 28. Commitments and Contingencies

 28.3 Contingencies, page F-59

3.
We note your response to our prior comment 10. Your proposed disclosure uses terminology such as “highly unlikely,” which does not comply with the
guidance in ASC 450. Explain further what you mean by “highly unlikely” and further revise your disclosures to use terminology that complies with ASC 450-20-50 (e.g. probable, reasonably possible or remote). Please provide the revised
disclosures that you intend to include in your next filing.

 The Company respectively advises the Staff that in using the
term “highly unlikely,” the Company meant remote, as the term is utilized in ASC 450-20-50. In response to the Staff’s comment, the Company will revise the disclosure accordingly on Form 20-F for the fiscal year ended
December 31, 2012. To facilitate the Staff’s review process, updated portion of the disclosure is shown as underlined:

 In May 2011,
Diego Maradona filed a lawsuit in the Beijing No. 1 International People’s court against Shanghai IT and a third party company in China, alleging that the defendants used his name and image in a web and social game operated the Group
without his authorization. In July 2011, the plaintiff amended his complaint to include The9 Computer as a defendant. The plaintiff in the case demanded, among other things, that the defendants pay RMB20 million for its alleged losses. In
consultation with its PRC legal counsel, the Group estimates that it is probable that the Group would lose the lawsuit and the contingent loss was estimated to be approximately RMB2 million (US$0.3 million), which estimate is made based on, among
other relevant factors, remedies for other similar civil lawsuits. Accordingly, the Group recorded a contingent loss of RMB2 million (US$0.3 million) in the year ended December 31, 2011. As of December 31, 2011, the Company believed that
it was remote that the court would adjudicate a fine exceeding the amount that it had recognized.

 4

 We hereby acknowledge that:

•

 We are 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

•

 We 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.

 If you have any additional questions regarding the 2011 Form 20-F, please contact George Lai, our chief
financial officer at +86 21 5172 9999, or our U.S. counsel, Kirkland & Ellis, attention: Fan Zhang at +852 3761 3418 (office) or +852 5411 0866. Thank you.

Very truly yours,

The9 Limited

By:

 /s/ George Lai

Name:

George Lai

Title:

Chief Financial Officer

March 11, 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 February 6, 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 January 23, 2013 .

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

Item 18.  Financial Statements

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

1. Please explain further  the following as it relates to  your response to  prior  comment 7 :

 You state  that the company will refund holders of activated but unconsumed cards who
“advance appropriate claims.”  Te ll us how you determine what constitutes an
“appropriate ” claim ;
 Explain  how you determine the “unconsumed ” balance of such cards.  In this regard, tell us

Mr. George Lai
The9 Limited
March 11, 2013
Page 2

 how you obtain information reg arding the amount o f points consumed by the player after
your loss of the WoW license ;
 To the extent you are unable to obtain such usage information, explain  further how you can
reasonably det ermine the amount due  to the player upon receipt of an appropriate claim ;
 Tell us the amount o f claims, if any, processed to date on activated but unconsumed point
cards  since your loss of the WoW license ; and
 If no claims have  yet been processed, to the extent you are able to obtain usage information
for these cards , tell us how you use this information  to determine wh ether any income  can
be recognized relating to these activated but unconsumed point cards .

2. We note your response to our prior comment 9 as it relates to your consideration to recognize
breakage for activated but unconsumed point cards .  Tell us how you considered the passage o f
time since the loss of the WoW  license , in connection with the fact that it appears  no material
refunds have been paid  to date on the  activated but unconsumed game points , in your analysis
of the liability as of December 31, 2011 and 2012.   In this rega rd, tell us whether you continue
to believe that you do not have sufficient  factual information to determine that the balance , or a
portion thereof , could be considered remote for redemption purposes and how you reached this
conclusion.

Note 28.  Commitments and Contingencies

28.3 Contingencies, page F -59

3. We note your response to our prior comment 10.   Your proposed disclosure uses terminology
such as “highly unlikely ,” which does not comply with the guidance in ASC 450.   Explain
further what you mean by “highly unlikely” and  further  revise your disclosures to use
terminology that complies with ASC 450 -20-50 (e.g. probable, reasonably possible or remote).
Please provide the revised disclosures that you intend to include in your n ext 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

CORRESP
1
filename1.htm

Correspondence

 [Letterhead of The9 Limited]

February 6, 2013

 VIA EDGAR
AND FAX

 Kathleen Collins, Accounting Branch Chief

 Megan Askt, Staff Accountant

 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, 2011

Filed March 22, 2012

File No. 001-34238

 Dear Ms. Collins
and Ms. Askt:

 This letter sets forth our responses to the comments contained in the letter dated January 23, 2013 from the Staff of
the Commission (the “Staff”) regarding our annual report on Form 20-F for the year ended December 31, 2011 (the “2011 Form 20-F”). For ease of reference, we have set forth the Staff’s comments and our response for each
item below.

 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 to the percentage of your 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.

In response to the Staff’s comment, the Company proposes to further enhance its disclosure by including the information related to the average
number of quarterly active users, average number of quarterly paying users and average quarterly revenue per paying user. Specifically, the Company proposes to include disclosures substantially in the form as shown below in its annual report on Form
20-F for the fiscal year ended December 31, 2012 to replace the disclosure included on page 53 under “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Results of Operations — Year 2011 Compared
to Year 2010 — Revenue — Online Game Services” in its annual report on the 2011 Form 20-F. To facilitate the Staff’s review process, updated portion of the disclosure is shown in underline.

 1

 Our revenues from online game services increased by 2.4%, from RMB106.5 million in 2010 to RMB109.0 million
(US$17.3 million) in 2011. The increase was primarily due to an increase in revenues from TV games, partially offset by a decrease in revenues from PC games.

 Our revenues from PC games decreased from RMB101.8 million in 2010 to RMB94.6 million (US$15.0 million) in 2011, primarily due to a decrease in the number of average quarterly paying users from 116,203 in
2010 to 113,507 in 2011 and a decrease in our average quarterly revenue per paying user from RMB234 in 2010 to RMB215 in 2011. The decrease in average quarterly paying users was in line with the decrease in our number of average quarterly active
users from 2,527,451 in 2010 to 1,989,833 in 2011. Such decreases were mainly associated with our commercialized games launched in or before 2010 which have reached the mature stage of their life cycles and are experiencing a decreasing trend in
popularity, although the decrease was slightly offset by a scalable PC game we launched in 2011. We expect the revenue from the mature games to continue to decrease, and if we are unable to introduce more popular new games on a timely manner, this
decreasing trend will have a material and adverse effect on our financial condition, results of operations and cash flows.

 The number
of quarterly active users refers to the number of users who log into our games at least once during a quarter. The number of average quarterly active users is the average of quarterly active users for each of the four quarters during a year.
Quarterly paying user refers to the number of users who purchase virtual currency at least once for our online games during a quarter. Average quarterly paying user is the average of quarterly paying users for each of the four quarters during a
year. Quarterly revenue per paying user refers to our revenues from online games during a given quarter divided by the number of the quarterly paying users. Average quarterly revenue per paying user is the average of quarterly revenues per paying
users for each of the four quarters during a year.

 Our revenues from TV games increased from RMB3.8 million in 2010 to RMB9.2 million
(US$1.5 million) in 2011. This increase was primarily due to an increase in the number of average quarterly paying users from 62,013 in 2010 to 124,536 in 2011 and an increase in the average quarterly revenue per paying user from RMB13 in 2010 to
RMB19 in 2011, all due to continuous expansion in our TV game platform and more quality games launched in 2011. Unlike PC games, our TV games are operated through telecom carriers and we do not maintain information relating to active user pursuant
to our cooperation agreements with the telecom carriers.

 The average quarterly revenue per paying user of our PC games is significantly
higher than that of our TV games because the PC game players are mostly teenagers with higher spending power while the TV game players are mostly children and elderly people with lower spending power.

 2

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.

 The Staff’s comments are duly noted and the Company has proposed to revise its future filings to provide disclosure regarding the reasons for the decreases in average quarterly paying users and
average quarterly revenue per paying user. Company respectively refers the Staff to our response to comment 1 for our proposed disclosure.

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 controls and procedures.

 The Staff’s
comments are duly noted. The Company will file an amendment to its annual report on the 2011 Form 20-F to include management’s conclusions regarding the effectiveness of the company’s disclosure controls 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 expiration 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 the
estimated average life of game play.

 In response to the Staff’s comments, the Company has set out below certain
examples for each of the three types of game items that it sells to the game users:

 (a) In-game features that are immediately consumed:

 “Healing Potion” is an in-game item commonly purchased and used by players in role playing games. By consuming it, it increases the
Health Point, or HP, of the player for a designated amount for one time. When the player is attacked by an enemy or monster in the game, the HP of the player will drop accordingly and the player will be killed if the HP decreases to zero. As such,
the player typically needs to purchase and consume the Healing Potion to replenish the HP to avoid being killed.

 3

 (b) Premium features with stated expiration:

 In our games, certain in-game items have a stated expiration period. For example, when a player uses a “Magic Stick”, a special skill for fighting which causes greater damage to enemies or
monsters is made available to the player. Such functionality of the “Magic Stick” to provide the special skill is only valid for thirty days from the date of purchase. After the thirty-day period, the player cannot use the “Magic
Stick” purchased anymore and the player needs to purchase another “Magic Stick” for the special skill for future fights.

 (c)
In-game perpetual features:

 A typical example for an in-game item with perpetual features is an avatar, which players may use to customize
their characters. The avatar has no time limit. Once the player purchase and apply the avatar, the player can always see its character with that specific avatar when the player logs in the game.

The Company evaluates the terms related to its in-game features to determine the proper category which such items fit into (i.e., immediately consumable,
with stated period of duration or durable, and perpetual) and apply the revenue model accordingly. Immediately consumable items are in-game features that are immediately consumed by a specific action, such as the Healing Potion mentioned above. In
these instances, the Company will recognize revenue once the item is consumed because its consumption is completed immediately upon the election to utilize the feature by the game player. For premium features with stated expiration, like the Magic
Stick mentioned above, there is an explicit period during which the Company provides access or use of the feature purchased by the game player. Accordingly, the Company recognizes the related revenue ratably over the feature’s stated period of
use, such as thirty days in the example of the “Magic Stick.” For the in-game perpetual features, as discussed in the Company’s previous response, the Company applies a user-based revenue model, pursuant to which the period of
delivery is considered to be the estimated average life of game play for paying players. Therefore, revenue from the avatar is recognized over the average life of game play determined for the specific game, starting from the time when the player
applies the avatar.

 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 reflect 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 the Instructions as to Exhibits of Form 20-F.

 4

 The Company respectfully advises the Staff that the terms of the Exclusive Technical Service Agreement dated
January 1, 2004 between The9 Computer and Shanghai IT (filed as Exhibit 10.4 with the Company’s registration statement on Form F-1 dated November 26, 2004 ) (“Shanghai IT Agreement”) was amended on December 15, 2010.
The amended Shanghai IT Agreement provides that it takes effect on January 1, 2010 retrospectively and shall remain in effect for 20 years (with the earliest expiration date being December 31, 2029). As a result, the 20-year term is
applicable to both the Huopu Cloud Agreement (filed as Exhibit 4.32 with the Company’s annual report on Form 20-F dated December 31, 2010), and the amended Shanghai IT Agreement.

 In response to the Staff’s comment, the Company will file a copy of the amended Shanghai IT Agreement as an exhibit to its amendment to the annual report on 2011 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 maintain any of the required permits or approvals, the 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 Company 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 economic 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 for the Company.” Please revise to include this information in your Note 4 disclosures in future filings.

The Staff’s comments are duly noted and the Company plans to include such disclosure in its annual report on Form 20-F for the fiscal year ended
December 31, 2012.

 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 which 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 cardholders 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 any 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.

 5

 The Company respectively advises the Staff that it believes that the offer to honor the activated and
unconsumed game points by the unrelated Chinese online game company which took over the WOW license was a marketing technique adopted by such company to attract and maintain existing players of the game. This offer was made without the participation
of the Company and the Company does not believe that the offer relieved the Company of its legal obligations to WoW players with respect to the unconsumed game point cards sold by the Company. Accordingly, the Company does not account for the
activated and unconsumed game points used on the platform of the unrelated Chinese game company based on such usage information as the offer to honor such game points does not affect the Company’s obligations the purchasers of such game points.

 As previously discussed in the Company’s response to the Staff’s comment 13, the Company determined, in consultation with its PRC
legal counsel, that at the time the Company lost the WoW license, it was no longer in a position to honor its commitments to game players who purchased point cards. The Company considered the guidance in ASC 405-20-40-1 which states, in part, as
follows:

 A debtor shall derecognize a liability if and only if it has been extinguished. A liability has been extinguished
if either of the following conditions is met:

 b. [The debtor is legally released from being the primary obligor under
the liability, either judicially or by the creditor.

 Accordingly, the Company identified two types of refund obligations (or
liabilities), depending on whether the game point cards were activated or unactivated.

 For unactivated WoW game point cards, the Company made
a public announcement with respect to its plans to make refunds. As a result of such actions, the Company believes that, pursuant to the Article 135 of the General Principles of the Civil Law of the PRC (1987) and Article 6 of Regulations about
Limitation of Action of PRC 2008, the statute of li

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

CORRESP
1
filename1.htm

Correspondence

 [Letterhead of The9 Limited]

December 17, 2012

 VIA EDGAR AND E-MAIL

 Kathleen Collins, Accounting Branch Chief

Megan Askt, Staff Accountant

 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, 2011

 Filed March 22, 2012

 File No. 001-34238

 Dear Ms. Collins and Ms. Askt:

This letter sets forth our responses to the comments contained in the letter dated November 20, 2012 from the Staff of the Commission
(the “Staff”) regarding our annual report on Form 20-F for the year ended December 31, 2011 (the “Form 20-F”). For ease of reference, we have set forth the Staff’s comments and our response for each item below.

 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 Accounting 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). As a result of this obstacle, investors 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 from regularly evaluating your auditor’s audits and its quality control procedures.

 The Company respectfully advises the Staff that it duly notes the fact that the benefits of
PCAOB inspections of auditors are not available to investors in U.S. markets who rely on the auditor’s audit reports included in the Company’s annual report on Form 20-F. In response to the Staff’s comment, the Company proposes to
enhance its disclosure by including the following disclosure as a separate risk factor under “Item 3. Key Information — D. Risk Factors” of its future annual reports on Form 20-F:

The audit report included in this annual report is prepared by auditors who are not inspected by the Public Company Accounting
Oversight Board and, as such, you are deprived of the benefits of such inspection.

 Our independent registered public
accounting firm that issues the audit reports included in our annual reports filed with the US Securities and Exchange Commission, as auditors of companies that are traded publicly in the United States and as a firm registered with the US Public
Company Accounting Oversight Board (United States) (“the “PCAOB”), is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional
standards. Because our auditors are located in the Peoples’ Republic of China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities, our auditors are not currently
inspected by the PCAOB.

 Inspections of other firms that the PCAOB has conducted outside China have identified deficiencies in
those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. This lack of PCAOB inspections in China prevents the PCAOB from regularly evaluating
our auditor’s audits and its quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections.

 The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as
compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements.

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 discussion 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.

 The Company respectfully advises the Staff that it included the disclosure noted below
regarding the Company’s policy with respect to the consolidation of financial results of its variable interest entities (“VIEs”), as indicated in the Company’s response letter dated December 16, 2010 (comment 1), immediately
preceding the subsection headed “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Critical Accounting Policies” on pages 46-47 of its annual report on Form 20-F filed on March 22, 2012.

 In response to the Staff’s comment, the Company plans to further expand its prior disclosure on VIEs in future filings as
follows with the proposed additional disclosure in italics:

 Consolidation of Variable Interest Entities, or VIEs.

 PRC laws and regulations, including the GAPP Circular, currently prohibit or restrict foreign ownership
of Internet-related businesses. The Company believes, consistent with the view of our PRC legal counsel, that the Company’s current structure complies with these foreign ownership restrictions. Specifically, we operate our business through
Shanghai IT and Huopu Cloud and have entered into a series of contractual arrangements with Shanghai IT and Huopu Cloud and their equity owners. See the contractual arrangements set forth in “Item 7. Major Shareholders and Related Party
Transactions — B. Related Party Transactions.” As a result of these contractual arrangements, we are entitled to receive service fees for services provided to Shanghai IT and Huopu Cloud for an amount determined at our discretion, up to
90% of PRC entities’ profits. In addition, the equity owners of record for these entities have pledged all their equity interests in the VIEs to us as collateral for all of their payments due to the WOFE and to secure performance of all
obligations of the VIEs and their shareholders under various agreements. In addition, the agreements provide that any dividend distributions made by the VIEs, if any, are required to be deposited in an escrow account over which we have exclusive
control. Moreover, through the Call Option Agreements and Shareholder Voting Proxy Agreements, each shareholder of the VIEs granted WOFE an irrevocable power of attorney to act on all matters pertaining to the VIEs. As a result of the totality of
these arrangements, we have both the power to direct activities that most significantly impact the VIEs economic performance and the obligation to absorb losses of or right to receive benefits from the VIE that are significant to Shanghai IT and
Huopu Cloud. As a result, we concluded we are the primary beneficiary of Shanghai IT and Huopu Cloud and as such Shanghai IT and Huopu Cloud are consolidated VIEs of our company.

 The GAPP Circular reiterates and reinforces the long-standing prohibition
of foreign ownership of Internet-related publication businesses via direct, indirect or disguised methods. However, it is not clear whether the regulatory authority of GAPP applies to the regulation of ownership structures of online game companies
based in China and online game operation in China. In addition, the GAPP Circular does not specifically invalidate VIE agreements, and we are not aware of any online game companies adopting similar contractual arrangements as ours having been
penalized or ordered to terminate such arrangements since the GAPP Circular first became effective. Therefore, we believe that our ability to direct the activities of Shanghai IT that most significantly impact our economic performance is not
affected by the GAPP Circular. Any changes in PRC laws and regulations that affect our ability to control Shanghai IT and Huopu Cloud might preclude us from consolidating Shanghai IT and Huopu Cloud in the future. See “Item 3. Risk factors
— D. Risks Related to Our Corporate Structure — PRC laws and regulations restrict foreign ownership of Internet content provision, Internet culture operation and Internet publishing licenses, and substantial uncertainties exist with
respect to the application and implementation of PRC laws and regulations.

 In response to the Staff’s comment, the
Company proposes to further enhance its disclosure by disclosing such information under, rather than preceding, the subsection headed “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Critical Accounting
Policies” of its future annual reports on Form 20-F.

 Results of Operations, page 52

3. Please describe further 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 typically 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.

 In response to the Staff’s comment, the Company proposes to enhance its disclosure by adding the information related to the average quarterly paying users and average quarterly revenue per paying
user information. Specifically, the Company proposes to replace in its entirety the current disclosure on Page 53 under “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Results of Operations — Year
2011 Compared to Year 2010 — Revenue” with the proposed disclosure below in its annual report on Form 20-F for the fiscal year ending December 31, 2012:

 Online Game Services. Our revenues from our online game services increased by 2.4% from RMB106.5 million in 2010 to RMB109.0 million (US$17.3 million) in 2011 primarily due to the increase in
revenues from TV games, web games and social games.

 Our revenues from TV games increased from RMB3.8 million in 2010 to RMB9.2 million (US$1.5
million) in 2011. This increase was primarily due to an increase in our average quarterly paying user from 62,013 in 2010 to 124,536 in 2011 and an increase in our average quarterly revenue per paying user from RMB13 in 2010 to RMB19 in 2011, both
in turn due to continuous expansion in our TV game platform and more quality games launched in 2011. Quarterly paying user refers to the number of users who purchase virtual currency at least once for our online games during a quarter. Average
quarterly paying user is the average of quarterly paying users for each of the four quarters during a year. Quarterly revenue per paying user refers to our revenues from online games during a given quarter divided by the number of the quarterly
paying users. Average quarterly revenue per paying user is the average of quarterly revenues per paying users for each of the four quarters during a year.

 Our revenues from PC games decreased from RMB101.8 million in 2010 to RMB94.6 million (US$15.0 million) in 2011, primarily due to a decrease in our average quarterly paying user from 116,203 in 2010 to
113,507 in 2011 and a decrease in our average quarterly revenue per paying user from RMB234 in 2010 to RMB215 in 2011. The average quarterly revenue per paying user of our PC games is significantly higher than that of our TV games because the PC
game players are mostly teenagers with higher spending power while the TV game players are mostly children and elderly people with lower spending power.

 Liquidity and 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 discussion 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, describing 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.

 In response to the Staff’s comment, the Company proposes to enhance its disclosure by
including the following disclosure under the subsection headed “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources — Cash Flow and Working Capital” in its future annual reports on Form 20-F:

 We are a holding company and conduct our operations primarily through our subsidiaries and affiliated PRC
entities in China. As a result, our cash requirements and our ability to pay dividends principally depend upon dividends and other distributions from our subsidiaries, which in turn are derived principally from earnings generated at our affiliated
PRC entities. Specifically, The9 Computer (one of our subsidiaries in China) obtains funds from the PRC entities in the form of payments under the exclusive technical service agreements, pursuant to which The9 Computer is entitled to determine the
amount of payment.

 The Company acknowledges that the PRC government imposes controls on the convertibility of
the RMB into foreign currencies, and in certain cases, the remittance of currency out of China. However, under existing PRC foreign exchange regulations, payments of current account items, including profit distributions and trade and service-related
foreign exchange transactions, can be made in foreign currencies without prior approval from PRC State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. Therefore, the Company is able to pay dividends in
foreign currencies without prior approval from SAFE. Approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the
repayment of loans denominated in foreign currencies.

 Furthermore, if our subsidiaries or any newly formed
subsidiaries incur debt on their own behalf, the agreements governing their debt may restrict their ability to pay dividends to us. See “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China —
Restrictions on currency exchange in China limit our ability to utilize our revenues effectively, make dividend payments and meet our foreign currency denominated obligations.”

5. We note your disclosures in Note 26 regarding the statutory 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 wer

CORRESP
1
filename1.htm

Correspondence

 [The9 Limited Letterhead]

November 28, 2012

 VIA
EDGAR AND FACSIMILE

 Kathleen Collins, Accounting Branch Chief

 Megan Askt, Staff Accountant

 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, 2011

Filed March 22, 2012

File No. 001-34238 (the “2011 Form 20-F”)

 Dear Ms. Collins and Ms. Askt:

 The Company has received the letter dated November 20, 2012 from the staff of the Securities and Exchange Commission regarding the 2011 Form 20-F. The Company needs additional time to prepare the
response and hereby requests an extension of the response deadline to December 18, 2012.

 If you have any additional
questions or comments regarding the 2011 Form 20-F, please contact the Company’s United States counsel, Kirkland & Ellis (Attention: Fan Zhang) at +852 3761 3418. Thank you.

Very truly yours,

The9 Limited

By:

 /s/ George Lai

Name:

George Lai

Title:

Chief Financial Officer

c.c.

Jun Zhu, The9 Limited,

 Andrew Han, The9 Limited,

Fan Zhang, Kirkland & Ellis,

Charlotte Lu, Deloitte Touche Tohmatsu CPA Ltd.

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

January 6, 2011

 Mr. George Lai The9 Limited Building No. 3 690 Bibo Road Zhang Jiang Hi-Tech Park Pudong New Area, Pudong Shanghai 201203 PRC
Also via fax at 86-21-5172-9903

Re: The9 Limited
 Form 20-F for Fiscal Year Ended December 31, 2009
Filed April 16, 2010 File No. 001-34238
 Dear Mr. Lai:
We have completed our review of your Form 20-F and related filings and have no further
comments at this time on the specific issued raised.
Sincerely,

Kathleen Collins Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

[Letterhead of The9 Limited]

December 16, 2010

VIA EDGAR

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
December 3, 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.

Item 5. Operating and Financial Review and Prospects

Critical Accounting Policies, page 49

    1.

    Notwithstanding your response to our prior comment 4, considering the apparent level of
subjectivity and judgment necessary to determine whether consolidation of your VIEs is
required, tell us how you considered including a discussion of your accounting for
consolidation of VIEs as a critical accounting policy. In this regard, your response suggests
that management is basing its accounting estimates and judgments regarding the consolidation
of Shanghai IT, in part, on the fact that the PRC has historically not challenged the GAPP
Circular. We refer you to Section V of SEC Release No. 33-8350. In addition, tell what
consideration you have given to expanding your Principal Accounting Policies footnote
disclosures to include a discussion of the significant judgments and assumptions (and in
particular to address the impact of the recent GAPP Circular) in determining whether to
consolidate your VIEs. We refer you to ASC 810-10-50-2AA through 50-2AC.

The Company respectfully advises the Staff that it has considered the requirements set forth
in Section V of SEC Release No. 33-8350 and decided to include a discussion of the Company’s
policy with respect to consolidation of the financial results of its variable interest
entities (“VIEs”) in the “Critical Accounting Policy” section in Item 5. Operating and
Financial

Review and Prospects of future filings of its annual report on Form 20-F as follows:

Consolidation of VIEs

PRC laws and regulations, including the GAPP Circular, currently prohibit or restrict
foreign ownership of Internet-related business. We applied our own
assumptions, under the advice of our PRC legal counsel, to comply with these foreign
ownership restrictions. We operate our business through Shanghai IT and have entered
into a series of contractual arrangements with Shanghai IT and its equity owners. The
contractual arrangements are described in Item 7. Major Shareholders and Related Party
Transactions, Section B. Related Party Transactions. As a result of these contractual
arrangements, the shareholders of Shanghai IT irrevocably granted us the power to
exercise all voting rights to which they are entitled. In addition, we are entitled to
receive service fees for services provided to Shanghai IT. Thus, we receive the
economic benefits generated by Shanghai IT, have the ability to effectively control
Shanghai IT and we are considered the primary beneficiary of Shanghai IT. Accordingly,
Shanghai IT is a consolidated VIE of our company.

The GAPP Circular reiterates and reinforces the long-standing prohibition of foreign
ownership of Internet-related publication business via direct or indirect or disguised
manner. However, it is not clear that the regulatory authority of the GAPP applies to the
regulation of ownership structures of online game companies based in China. In
addition, the GAPP Circular does not specifically invalidate VIE agreements, and we
are not aware of any online game companies adopting similar contractual arrangements
as ours having been penalized or ordered to terminate such arrangements since the GAPP
Circular first became effective. Therefore, we believe that our ability to direct the
activities of Shanghai IT that most significantly impact our economic performance is
not affected by the GAPP Circular. Any changes in PRC laws and regulations that
affect our ability to control Shanghai IT might preclude us from consolidating
Shanghai IT in the future.

ASC 810-10-50-2AA through 50-2AC collectively require the reporting entity to disclose the
significant judgments and assumptions used in determining whether to consolidate a variable
interest entity. One of the most significant assumptions the Company applied in
consolidating its VIEs is the interpretation of the provisions of applicable PRC laws and
regulations, including the GAPP Circular.

The Company plans to enhance its disclosure by adding the following to the “<2>
Consolidation” under the Principal Accounting Policies footnote to its consolidated
financial statements in its future filings:

2

PRC laws and regulations currently prohibit or restrict foreign ownership of
Internet-related business. In September 2009, the General Administration of Press and
Publication (GAPP) further promulgated the Circular Regarding the Implementation of
the Department Reorganization Regulation by State Council and Relevant Interpretation
by State Commission Office for Public Sector Reform and the Further Strengthening of
the Administration of Pre-approval on Online Games and Approval on Import Online
Games, or the GAPP Circular. It is not clear that the regulatory authority of the GAPP
applies to the regulation of ownership structures of online game companies based in
China. While the GAPP Circular is applicable to the Company and its business in terms
of publication and pre-approval of online games, to date, GAPP has not issued any
interpretation of Section 4 of the GAPP Circular to specifically invalidate VIE
agreements and, to the Company’s knowledge, has not taken any enforcement action under
Section 4 of the GAPP Circular against any of the companies that rely on contractual
arrangements with variable interest entities (“VIEs”) to operate online games in
China. Therefore, the Company believes that its ability to direct the activities of
Shanghai IT that most significantly impact its economic performance is not affected by
the GAPP Circular. Accordingly, Shanghai IT continues to be a consolidated VIE of the
Company.

Consolidated Financial Statements

    2.

    We note your response to our previous comment 4 where you indicate that Shanghai IT was
designed to comply with PRC regulations that prohibit direct foreign ownership of
businesses that operate online games in China. You further indicate that the September 2009
GAPP Circular repeats the long standing prohibition on foreign investments in online game
operation services. However, as per the disclosures on pages 12 and 38 of your Form 20-F, the
Circular “provides that foreign investors shall not control and participate in the PRC online
game operation businesses indirectly or in a disguised manner by establishing joint
venture companies or entering into relevant agreements with or by providing technical
supports to such PRC online game operation companies...” This notion of indirect ownership
appears to be a new prohibition and therefore it is unclear from your response how your
indirect ownership of Shanghai IT is not prohibited by the September 2009 GAPP Circular and
would therefore not be a reconsideration event under ASC 810-10-25-38A through 38G. Please
explain further.

The Company advises the Staff that the GAPP Circular has not significantly changed the
regulatory environment in which it operates. It is not clear that the regulatory authority
of the General Administration of Press and Publication, or the GAPP, applies to the
operation of online games, such as prohibiting foreign investors from participating in such
business directly or indirectly through contractual or technical support arrangements. As a
result, there is uncertainty with respect to the implementation and interpretation of the
GAPP Circular and the Company believes that the GAPP Circular is unlikely to directly affect
the Company’s control over its PRC subsidiaries and VIEs without further actions by the
relevant governmental authorities.

3

The jurisdiction of GAPP and other government agencies over online games in China is defined
in the Regulation on the Main Functions, Internal Organization and Staffing of the PRC
General Administration of Press and Publication issued by the General Office of the State
Council on July 11, 2008 (the “Regulation on Three Provisions”) and other related rules.
According to the Regulation on Three Provisions and other related rules, GAPP has regulatory
authority over the pre-examination and approval of the Internet publication of online games,
i.e., examination and approval of online games before the games’ publication on the
Internet, and the MOC has regulatory authority over the overall administration of the online
game market and industry planning (other than the pre-examination and approval authority
granted to GAPP). A circular on the interpretation of certain provisions in the Regulations
on Three Provisions, which was issued by the office of the Central Organization
Establishment Commission on September 7, 2009, provides that once an online game is launched
on the Internet, it will only be regulated by the MOC, and that if an online game is
launched on the Internet without prior approval of the GAPP, the MOC,
instead of the GAPP, is the direct authority to investigate the game. To the Company’s
knowledge, the MOC has not issued any regulations expressly prohibiting foreign investors
from controlling or participating in online game operating businesses indirectly through
contractual or technical support arrangements.

On September 28, 2009, the GAPP, National Copyright Administration, and National Office of
Combating Pornography and Illegal Publications jointly published the Circular Regarding the
Implementation of the Department Reorganization Regulation by State Council and Relevant
Interpretation by State Commission Office for Public Sector Reform, and the Further
Strengthening of the Administration of Pre-approval on Online Games and Approval on Import
Online Games, or the GAPP Circular. The GAPP Circular, as its title suggests, primarily
clarifies GAPP’s regulatory authority over the “pre-approval” of online games and approval
of imported online games. Section 4 of the GAPP Circular purports to expressly prohibit
foreign investors from participating in online game operating businesses via wholly owned,
equity joint venture or cooperative joint venture investments in China, and from controlling
and participating in such businesses directly or indirectly through contractual or technical
support arrangements. While the GAPP Circular is applicable to the Company and its business
in terms of publication and pre-approval of online games, it is not clear that the GAPP’s
regulatory authority applies to regulation of the ownership structure of online game
operating businesses under the Regulation on Three Provisions from the State Council
because, as discussed above, once an online game is launched, the MOC has
the sole jurisdiction to regulate and investigate the matters related to the game. Other government agencies that
have regulatory jurisdiction over the online game operations in China, such as the MOC and
the Ministry of Industry and Information Technology (the “MIIT”) did not join GAPP in
issuing the GAPP Circular. Also, to date, the GAPP has not issued any interpretation of
Section 4 of the GAPP Circular and, to the Company’s knowledge, has not taken any
enforcement action under Section 4 of the GAPP Circular against any of the companies that
rely on contractual arrangements with VIEs to operate online games in China.

4

In addition, the Company believes that the GAPP Circular is unlikely to directly affect the
Company’s control over its PRC subsidiaries and VIEs because (i) the Company’s contractual
agreements with Shanghai IT took effect in 2004, prior to the effective date of the GAPP
Circular, (ii) Shanghai IT has applied for and obtained approvals for each online game it
operates and publishes, including two approvals obtained in 2010 after the promulgation of
the GAPP Circular, from GAPP without any incident or any inquiries on the Company’s VIE
structure.

As disclosed in the 2009 20-F, in the opinion of the Company’s PRC counsel, Fangda Partners,
subject to the interpretation and implementation of the GAPP Circular, the ownership
structure and the business operation models of the Company’s PRC subsidiaries and its
affiliated entities comply with all applicable PRC laws, rules and regulations, and no
consent, approval or license is required under any of the existing laws and regulations of
China for their ownership structure and business operation models except for those which the
Company has already obtained or which would not have a material adverse effect on the
Company’s business or operations as a whole.

Based on the foregoing, the Company has concluded that the GAPP Circular has not
significantly changed the regulatory environment in which it operates. Therefore, the
Company does not believe that its control over its subsidiaries and variable interest
entities in China has been affected by the promulgation of the GAPP Circular. The Company
included a brief description of the GAPP Circular on page 12 of the 2009 20-F and also
disclosed on page 23 of the 2009 20-F that there are substantial uncertainties regarding the
interpretation and application of PRC laws and regulations, including the GAPP Circular, and
the Company plans to enhance its disclosure regarding the implementation and interpretation
of the GAPP Circular in Item 3.D Risk Factors in future filings of the Company’s annual
report on Form 20-F.

Based on the above discussion and the consideration of ASC 810-10-25-38A through 38G and ASC
810-10-35-4, the promulgation of the GAPP Circular does not constitute an event that would
require the re-consideration of the primary beneficiary status of the Company. It does not
change the sufficiency of equity investment at risk and the characteristics of the Company’s
controlling financial interest. The Company continues to maintain its ability to direct the
activities of Shanghai IT that most significantly impact its economic performance and to
assume all the economic risks and rewards of ownership associated with Shanghai IT.

Note 25. Commitments and Contingencies

25.3. Contingencies, page F-43

    3.

    We note your disclosures on page F-43 where you indicate that in the opinion of the company’s
directors, your current ownership structure and contractual arrangements with Shanghai IT and
its equity owners, are in compliance with “all existing PRC laws and regulations.” Tell us
what consideration you have given to including a discussion of the September 28, 2009 GAPP
Notice and its potential impact on your conclusions within this section.

5

The Company respectfully advises the Staff that, as previously discussed, the Company is not
aware of any online game companies adopting similar contractual arrangements as it having
been penalized or ordered to terminate such arrangements since the GAPP Circular first
became effective. Rather, despite the GAPP Circular, Shanghai IT has obtained approvals for
each online game it operates and publishes, including two approvals obtained in 2010 after
the promulgation of the GAPP Circular, in compliance with the requirements of the GAPP
Circular.

While it is not clear that the regulatory authority of the GAPP applies to the regulation of
ownership structures of online game companies based in China and the GAPP Circular does not
specifically invalidate the Company’s VIE agreements, the Company recognizes that there is
uncertainty with respect to the interpretation and implementation of the GAPP Circular.
Therefore

December 3, 2010

Mr. George Lai
The9 Limited
Building No. 3 690 Bibo Road
Zhang Jiang Hi -Tech Park
Pudong New Area, Pudong
Shanghai 201203 PRC
Also via fax at 86 -21-5172 -9903

Re: The9 Limited
 Form 20-F for Fiscal Year Ended December 31, 2009
Filed April 16, 2010
File No. 001 -34238

Dear Mr. Lai:

We have reviewed your letter dated October 25, 2010 in connection with the above -
referenced filing s and have the following comment.  In our comment , 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 comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your respon se.

After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have  additional comments.   Unless otherwise noted , where
prior comments are referred to they refer to our letter dated September 29, 201 0.

Form 20 -F for the Year Ended December 31, 2009

Item 5.  Operating and Financial Review and Prospects

Critical Accounting Policies, page 49

1. Notwithstanding your response to our prior comment 4, considering the apparent  level of
subjectivi ty and judgment necessary to determine whether  consolidation of your VIEs is
required , tell us how you considered including a  discussion of your accounting  for
consolidation of VIEs as  a critical accounting policy.  In this regard, your response
suggest s that management is basing its accounting estimates and judgments regarding the
consolidation of Shanghai IT , in part , on the fact that the PRC has historically not

Mr. George Lai
The9 Limited
December 3, 2010
Page 2

challenged the GAPP Circular.  We refer you  to Section V of SEC Release No. 33 -8350.
In addition, tell what consideration you have given to expanding your Principal
Accounting Policies footnote disclosures to include a discussion of the significant
judgments and assumptions (and in particular to address the impact of the recent GAPP
Circul ar) in determining wh ether to consolidate your VIEs .  We refer you to ASC 810 -
10-50-2AA through 50 -2AC.

Consolidated Financial Statements

2. We note your response to our previous comment 4 where you indicate that Shanghai IT
was designed to comply with PRC  regulations that prohibit direct  foreign ownership of
businesses that operate online games in China.  You further indicate that the September
2009 GAPP Circular repeats the long standing prohibition on foreign investments in
online game operation services .  However, as per the disclosures on pages 12 and 38 of
your Form 20 -F, the Circular “provides that foreign investors shall not control and
participate in the PRC online game operation businesses indirectly or in a disguised
manner by establishing joint v enture companies or entering into relevant agreements  with
or by providing technical supports to such PRC online game operation companies…”
This notion of indirect ownership appears to be a new prohibition and therefore it is
unclear from your response ho w your indirect ownership of Shanghia IT is not prohibited
by the September 2009 GAPP Circular and would therefore not be a reconsideration
event under ASC 810 -10-25-38A through 38G.  Please explain further.

Note 25.  Commitments and Contingencies

25.3.   Contingencies, page F -43

3. We note your disclosures on page F -43 where you indicate that in the opinion of the
company’s directors, your current ownership structure and contractual arrangements with
Shanghai IT and its equity owners,  are in compliance with “all existing PRC laws and
regulations.”  Tell us what consideration you have given to including a discussion of the
September 28, 2009 GAPP Notice and its potential impact on your conclusions within
this section.

You may contact  Melissa Kindelan  at (202) 551 -3564  if you have questions regarding
comments on the financial statements and re lated matters.  Please contact me at (202) 551 -3499
with any other questions.

Sincerely,

Kathleen Collins
Accounting Branch Chief

Mr. George Lai
The9 Limited
December 3, 2010
Page 3

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

CORRESP

[The9 Limited Letterhead]

October 12, 2010

VIA EDGAR AND FACSIMILE

Kathleen Collins, Accounting Branch Chief

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

File No. 001-34238 (the “2009 Form 20-F”)

Dear Ms. Collins:

The Company has received the letter dated September 29, 2010 from the staff of the Securities
and Exchange Commission regarding the 2009 Form 20-F. Since China was in an extended National Day
holiday period during the past seven days, it was difficult for the Company to reach out to and
gather input from its PRC counsel and auditors to address the staff’s comments. Therefore, the
Company would like to request an extension of the response deadline to October 25, 2010.

If you have any additional questions or comments regarding the 2009 Form 20-F, please contact
the Company’s U.S. counsel, David T. Zhang of Latham & Watkins, at (852) 2912 2503. Thank you very
much.

    Very truly yours,

    /s/ George Lai

    George Lai

    Chief Financial Officer

    c.c.

    Jun Zhu, Chairman and Chief Executive Officer,

David T. Zhang, Latham & Watkins,

Tom Colwell and Charlotte Lu, Deloitte Touche Tohmatsu CPA Ltd.

September 2 9, 2010

Mr. George Lai
The9 Limited
Building No. 3 690 Bibo Road
Zhang Jiang Hi -Tech Park
Pudong New Area, Pudong
Shanghai 201203 PRC
Also via fax at 86 -21-5172 -9903

Re: The9 Limited
 Form 20-F for Fiscal Year Ended December 31, 2009
Filed April 16, 2010
File No. 001 -34238

Dear Mr. Lai:

We have reviewed your filing an d 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 comm ents 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.

Form 20 -F for the Year Ended December 31, 2009

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 fa vor 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 t hat 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.

Mr. George Lai
The9 Li mited
September 2 9, 2010
Page 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 expire d 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 dis cussion 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 resul ts 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 laws and regulations gove rning 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 fro m 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 con sidered 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.

Consolidated Financial Statements

4. We note your discussion on pages 12 a nd 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 us ers’ 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 determinat ion 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 signifi cant doubt on The9 Limited’s ability to

Mr. George Lai
The9 Li mited
September 2 9, 2010
Page 3

direct the activities of its VIEs that most significantly impact the entity’s economic
performance.

Notes to the Consolidated Financial Statements

Note 2.  Principal Accounting Policies

Revenue Recognition, page F-16

5. We note that for your in -game premium features, revenue is recognized over the
estimated life of the premium feature or as the premium features are consumed.  Please
explain further how you determine which premium features are recognized upon
consump tion and which you recognize over the estimated life of the feature.  For those
that are recognized over the estimated life, tell us the estimated useful life or range of
useful lives used for revenue recognition purposes and explain how you determined suc h
lives.  Also, tell us how you considered disclosing this information in your financial
statement footnote disclosures.

Note 4. Impairment and charges related to expiration of WoW license, page F -23

6. We note the company took impairment charges during the  years ending December 31,
2008 and 2009 related to the expiration of the WoW license on June 9, 2009.  It is unclear
from your disclosure when the company became aware that the license would not be
renewed and when that information was taken into consider ation when performing your
various impairment analyses.  In this regard, you state that the company had believed an
agreement by which you would continue to operate WoW beyond the expiration of the
existing license was imminent.  Yet it seems the charges t aken as of December 31, 2008
were assessed based on the loss of the WoW license.  In an effort to better understand the
nature and timing of certain of the impairment charges taken during both fiscal 2008 and
2009, please tell us the following as it relate s to your prepaid royalties, customer
advances, the refund plan, intangible assets and goodwill impairment charges:

 Tell us the facts and circumstances known at the time each charge was taken and
exactly when such information became known;
 Provide a time line of the various negotiations between the company and Blizzard
Entertainment from April 2008 to March 2009 and tell us the status of your
negotiations at each date;
 Explain further the consideration made to the subsequent expiration of the WoW
license for the impairments recorded as of December 31, 2008, citing the accounting
guidance followed;
 For charges taken on the same assets or similar types of assets in both years, please
tell us the changes in estimates and assumptions used in your assessments a nd
analyses from 2008 to 2009;

Mr. George Lai
The9 Li mited
September 2 9, 2010
Page 4

 Specific to the refund plan, please explain to us why the face value of the cards would
differ from the amount recorded for the sale and result in additional cost of services;
and
 Specific to goodwill, please clarify how you factored the loss of the WoW license
into your December 31, 2008 impairment analysis.  In this regard, the disclosures in
your 2008 Form 20 -F indicate that goodwill was deemed recoverable at December
31, 2008 based on an impairment test that included the o perating cash flow generated
from WoW during the period from January  1, 2009 to June  6, 2009.  Explain further
how you were reasonably able to conclude goodwill was not impaired at such time
given the short period of time for which you were able to project  cash flows.

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 the disclosures they have made.

 In responding to our comments, please provide  a written statem ent 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.

You may contact  Melissa Kindelan  at (202) 551 -3564  if you have questions regarding
comments on the financial statements and re lated matters.  Please contact me at (202) 551 -3499
with any other questions.

Sincerely,

Kathleen Collins
Accounting Branch Chief