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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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The9 LTD (Name of Issuer) |
Class A ordinary shares, par value US$0.01 per share (Title of Class of Securities) |
88337K401 (CUSIP Number) |
Jun Zhu 17 Floor, No. 130 Wu Song Road, Hong Kou District Shanghai, F4, 200080 86 (21) 6108-6080 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 88337K401 |
| 1 |
Name of reporting person
Jun Zhu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,663,162,566.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
38.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Rows (7) (9) and (11) - Consists of (i) 6,107,334 Class B ordinary shares and 912,094 Class A ordinary shares represented by American depositary shares ("ADSs") held by Incsight Limited, a British Virgin Islands company that is wholly owned and controlled by Mr. Jun Zhu, (ii) 57,500,000 Class B ordinary shares, 525,300,000 Class A ordinary shares and 5,305,230 Class A ordinary shares represented by ADSs that are held by Mr. Jun Zhu, among which 384,000,000 Class A ordinary shares are subject to lock-up period and restrictions that will be removed in installments, provided that certain pre-agreed performance target of the Issuer are met, and (iii) 823,793,208 Class A ordinary shares and 244,244,700 Class A ordinary shares represented by ADSs that are held by certain shareholders of the Issuer (including Bripheno Pte. Ltd., Wevision Pte. Ltd., Zhejiang Huanyu Network Technology Co., Ltd., Shao Xing Tong Ze Network Science and Technology Co., Ltd. and Shenzhen JiTuo Interactive Technology Co., Ltd) who have granted Mr. Jun Zhu and/or Incsight Limited the sole voting power with respect to such shares through respective contractual arrangements. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
Note to Row (13) - Based on 4,336,675,635 outstanding ordinary shares as a single class, being the sum of 4,273,068,301 Class A ordinary shares and 63,607,334 Class B ordinary shares outstanding as of April 28, 2025.
SCHEDULE 13D
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| CUSIP No. | 88337K401 |
| 1 |
Name of reporting person
Incsight Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,075,057,336.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Rows (7) (9) and (11) - Consists of (i) 6,107,334 Class B ordinary shares and 912,094 Class A ordinary shares represented by ADSs held by Incsight Limited, a British Virgin Islands company that is wholly owned and controlled by Mr. Jun Zhu, and (ii) 823,793,208 Class A ordinary shares and 244,244,700 Class A ordinary shares represented by ADSs that are held by certain shareholders of the Issuer (including Bripheno Pte. Ltd., Wevision Pte. Ltd., Zhejiang Huanyu Network Technology Co., Ltd., Shao Xing Tong Ze Network Science and Technology Co., Ltd. and Shenzhen JiTuo Interactive Technology Co., Ltd) who have granted Mr. Jun Zhu and/or Incsight Limited the sole voting power with respect to such shares through respective contractual arrangements. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
Note to Row (13) - Based on 4,336,675,635 outstanding ordinary shares as a single class, being the sum of 4,273,068,301 Class A ordinary shares and 63,607,334 Class B ordinary shares outstanding as of April 28, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value US$0.01 per share |
| (b) | Name of Issuer:
The9 LTD |
| (c) | Address of Issuer's Principal Executive Offices:
17 Floor, No. 130 Wu Song Road, Hong Kou District, Shanghai,
CHINA
, 200080. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby supplemented by the following.
From November 2023 to March 2025, certain shareholders of the Issuer (including Bripheno Pte. Ltd., Wevision Pte. Ltd., Zhejiang Huanyu Network Technology Co., Ltd., Shao Xing Tong Ze Network Science and Technology Co., Ltd. and Shenzhen JiTuo Interactive Technology Co., Ltd) have granted Mr. Jun Zhu and/or Incsight Limited the sole voting power with respect to a total number of 823,793,208 Class A ordinary shares and 244,244,700 Class A ordinary shares represented by ADSs held by such respective shareholders through respective contractual arrangements.
On November 11, 2024, the Issuer issued a total of 50,000,000 Class B ordinary shares to Mr. Jun Zhu.
On March 10, 2025, the Issuer issued a total of 300,000,000 Class A ordinary shares to Mr. Jun Zhu pursuant to the Eleventh Amended and Restated 2004 Stock Option Plan of the Issuer. Those shares were issued in the form of restricted shares, and are subject to a three-year vesting schedule and lock-up restrictions.
Other than the aforementioned, no other transaction in the securities of the Issuer was conducted by the reporting persons during the past 60 days. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of each Reporting Person to Rows (11) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. |
| (b) | See Item 5(a) above. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby supplemented by the following.
In November 2023, Bripheno PTE. LTD.("Bripheno"), a shareholders of the Issuer, signed a voting agreement with Incsight Limited, pursuant to which Bripheno designated all of its voting rights on the matters subject to the Issuer's shareholders' voting to Incsight Limited based on the belief that Incsight Limited's vote is for the best interest of shareholders.
In May, 2024, Wevision Pte. Ltd. ("Wevision"), a shareholders of the Issuer, signed a voting agreement with Mr. Jun Zhu and Incsight Limited, pursuant to which Wevision agrees to designate all of its voting rights of the subscription shares (including those represented by ADSs) acquired under a private placement securities purchase agreement dated May 23, 2024 between Wevision and the Issuer to Mr. Jun Zhu and Incsight Limited.
In August, October, and December 2024, the Issuer signed share purchase agreements with Zhejiang Huanyu Network Technology Co., Ltd., Shao Xing Tong Ze Network Science and Technology Co., Ltd. and Shenzhen JiTuo Interactive Technology Co., Ltd., respectively, pursuant to which the foregoing three entities agree that as long as they hold Class A ordinary shares or ADSs that entitle them to the voting rights on the matter subject to the Issuer's voting during its general meetings, they shall vote on all matters in the same manner as the Incsight Limited.
In March 2025, the Issuer signed a private placement securities purchase agreements with Bripheno, pursuant to which Bripheno agrees that so long as it holds Class A ordinary shares or ADSs that entitle it to the voting rights on the matter subject to the Issuer's shareholders' voting during its annual or extraordinary general meetings, it shall vote on the matters in the same manner as Incsight Limited. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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