SC 13D/A 1 tm2327039d1_sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Amendment No. 10)*

Under the Securities Exchange Act of 1934

The9 Limited

(Name of Issuer)

Class A ordinary shares, par value US$0.01 per share

(Title of Class of Securities)

88337K302**

(CUSIP Number)

Jun Zhu

Incsight Limited

c/o 17 Floor, No. 130 Wu Song Road

Hong Kou District, Shanghai 200080

People’s Republic of China

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

September 7, 2023

(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. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing thirty Class A ordinary shares of The9 Limited.

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).

CUSIP No.

88337K302

1	NAMES OF REPORTING PERSONS Jun Zhu
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 245,124,658 ordinary shares⁽¹⁾
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 245,124,658 ordinary shares⁽¹⁾
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 245,124,658 ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2%⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) IN

(1)

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, and (ii) 7,500,000 Class B ordinary shares, 225,300,000 Class A ordinary shares and 5,305,230 Class A ordinary shares represented by ADSs held by Mr. Jun Zhu, among which 114,000,000 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. 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.

(2)

Based on 1,210,757,527 outstanding ordinary shares as a single class, being the sum of 1,197,150,193 Class A ordinary shares and 13,607,334 Class B ordinary shares outstanding as of September 7, 2023.

CUSIP No.

88337K302

1	NAMES OF REPORTING PERSONS Incsight Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 7,019,428 ordinary shares⁽¹⁾
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 7,019,428 ordinary shares⁽¹⁾
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,019,428 ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.58%⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

(1)

Consists of 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. 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.

(2)

EXPLANATORY NOTE

This Amendment No. 10 (the “Amendment”) amends the Statement on Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on December 24, 2015, as amended by the Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and Amendment No. 9 to the Schedule 13D filed with the SEC on March 29, 2016, January 9, 2017, July 27, 2017, October 9, 2018, February 4, 2019, July 1, 2019, June 23, 2020, April 15, 2021 and September 17, 2021, respectively (the “Schedule 13D”), by Mr. Jun Zhu and Incsight Limited (the “Reporting Persons,” and each, a “Reporting Person”) with respect to the Class A ordinary shares and Class B ordinary shares, par value US$0.01 per share, of The9 Limited (the “Issuer”). Capitalized terms used herein but not otherwise defined herein have the meanings given to them in the Schedule 13D. This Amendment is being filed to report a material change in beneficial ownership by the Reporting Persons, and amends Items 2, 3 and 5 of the Schedule 13D. Except as provided herein, all other information in the Schedule 13D remains the same.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended by the following.

(a)–(c), (f) This Schedule 13D is being filed jointly by Jun Zhu (“Mr. Zhu”) and Incsight Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Incsight,” together with Mr. Zhu, the “Reporting Persons,” and each, a “Reporting Person”).

Mr. Zhu is the Chairman of the Board of Directors and Chief Executive Officer of the Issuer. Mr. Zhu is a citizen of the Republic of Singapore. The principal business address of Mr. Zhu is c/o 17 Floor, No. 130 Wu Song Road, Hong Kou District, Shanghai 200080, People’s Republic of China.

Incsight is principally an investment holding vehicle and is wholly owned and controlled by Mr. Zhu. The principal business address of Incsight is c/o 17 Floor, No. 130 Wu Song Road, Hong Kou District, Shanghai 200080, People’s Republic of China.

(d), (e) During the past five years, none of any Reporting Person or (a) any partner, executive officer or director of any Reporting Person, (b) any person controlling any Reporting Person or (c) any partner, executive officer or director of any person ultimately in control of any Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby supplemented by the following.

On September 7, 2023, as approved and authorized by the Board of Directors of the Issuer and its Compensation Committee and Audit Committee, the Issuer issued an aggregate number of 174,000,000 Class A ordinary shares to Mr. Jun Zhu in the form of restricted shares pursuant to the Tenth Amended and Restated 2004 Stock Option Plan of the Issuer. Those restricted shares are subject to a three-year lock-up period and restrictions that will be removed in installments, provided that certain pre-agreed performance target of the Issuer are met, except that the lock-up restrictions on 60,000,000 Class A ordinary shares were removed immediately after the date of share issuance. Those restricted shares or any portion thereof can only be freely transferable upon the removal of the lock-up restrictions.

Item 5. Interest in Securities of the Issuer.

The first paragraph under Item 5(a)–(b) of the Schedule 13D is hereby amended and restated as follows.

(a)–(b) The following information with respect to the ownership of the ordinary shares beneficially owned by the Reporting Persons filing this statement on Schedule 13D/A is provided as of September 7, 2023.

For Mr. Jun Zhu

	Class A ordinary shares			Class B ordinary shares			Total ordinary shares on the as- converted basis			Percentage of Aggregate Voting Power
(a) Amount beneficially owned		231,517,324	⁽¹⁾		13,607,334	⁽¹⁾		245,124,658	⁽¹⁾		—
(b) Percent of class:		19.3	%⁽²⁾		100.0	%⁽³⁾		20.2	%⁽⁴⁾		62.2	%⁽⁵⁾
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote		231,517,324	⁽¹⁾		13,607,334	⁽¹⁾		245,124,658	⁽¹⁾		—
(ii) Shared power to vote or to direct the vote		0			0			0			—
(iii) Sole power to dispose or to direct the disposition of		231,517,324	⁽¹⁾		13,607,334	⁽¹⁾		245,124,658	⁽¹⁾		—
(iv) Shared power to dispose or to direct the disposition of		0			0			0			—

Notes:

(1)

Includes (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) 7,500,000 Class B ordinary shares, 225,300,000 Class A ordinary shares and 5,305,230 Class A ordinary shares represented by ADSs held by Mr. Jun Zhu, among which 114,000,000 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. 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.

(2)

Based on 1,197,150,193 Class A ordinary shares outstanding as of September 7, 2023.

(3)

Based on 13,607,334 Class B ordinary shares outstanding as of September 7, 2023.

(4)

The percentage of the class of securities beneficially owned by the Reporting Person is based on 1,210,757,527 outstanding ordinary shares as a single class, being the sum of 1,197,150,193 Class A ordinary shares and 13,607,334 Class B ordinary shares outstanding as of September 7, 2023.

(5)

For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer’s Class A and Class B ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to one hundred votes per share on all matters submitted to them for a vote.

For Incsight Limited

	Class A ordinary shares			Class B ordinary shares			Total ordinary shares on the as- converted basis			Percentage of Aggregate Voting Power
(a) Amount beneficially owned		912,094	⁽¹⁾		6,107,334	⁽¹⁾		7,019,428	⁽¹⁾		—
(b) Percent of class:		0.1	%⁽²⁾		44.9	%⁽³⁾		0.6	%⁽⁴⁾		23.9	%⁽⁵⁾
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote		912,094	⁽¹⁾		6,107,334	⁽¹⁾		7,019,428	⁽¹⁾		—
(ii) Shared power to vote or to direct the vote		0			0			0			—
(iii) Sole power to dispose or to direct the disposition of		912,094	⁽¹⁾		6,107,334	⁽¹⁾		7,019,428	⁽¹⁾		—
(iv) Shared power to dispose or to direct the disposition of		0			0			0			—

Notes:

(1)

Includes 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.

(2)

Based on 1,197,150,193 Class A ordinary shares outstanding as of September 7, 2023.

(3)

Based on 13,607,334 Class B ordinary shares outstanding as of September 7, 2023.

(4)

(5)

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.

Date: September 27, 2023

	/s/ Jun Zhu
	Jun Zhu


	Incsight Limited

	By:	/s/ Jun Zhu
	Name:	Jun Zhu
	Title:	Director

SEC Form SC 13D/A filed by The9 Limited (Amendment)