UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2016

Commission File Number: 001-34238

 

 

THE9 LIMITED

 

 

Building No. 3, 690 Bibo Road

Zhangjiang Hi-tech Park, Pudong New Area

Shanghai 201203, People’s Republic of China

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: December 29, 2016

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Exhibit Index

Exhibit 99.1—Press Release

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Exhibit 99.1

The9 Limited Announces Unaudited Financial Information

As of and For the Six Months Ended June 30, 2016

In compliance with NASDAQ Rule 5250(c)(2), The9 Limited (the “Company”) hereby announces its unaudited consolidated statement of income for the six months ended June 30, 2016 and its unaudited consolidated balance sheet as of June 30, 2016.

THE9 LIMITED

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME INFORMATION

(Expressed in Renminbi - RMB and US Dollars - US$, except share data)

 

		Six months ended June 30,
		2015 RMB				2016 RMB				2016 US$
										(Note)
Revenues:
Online game services			21,603,037				20,655,337				3,107,982
Other revenues			2,739,854				2,392,933				360,062
			24,342,891				23,048,270				3,468,044
Sales taxes			(35,513	)			(61,508	)			(9,255	)
Total net revenues			24,307,378				22,986,762				3,458,789
Cost of revenues			(34,687,456	)			(28,335,686	)			(4,263,634	)
Gross loss			(10,380,078	)			(5,348,924	)			(804,845	)
Operating income (expenses):
Product development			(62,442,677	)			(43,825,469	)			(6,594,361	)
Sales and marketing			(15,440,601	)			(11,383,633	)			(1,712,881	)
General and administrative			(47,218,365	)			(42,786,711	)			(6,438,061	)
Impairment on equipment, intangible assets, other assets and allowance (reversal of allowance) of long-term receivable			—				(68,003,805	)			(10,232,445	)
Total operating income (expenses)			(125,101,643	)			(165,999,618	)			(24,977,748	)
Other operating Income			234,000				163,642				24,623
Income (loss) from operations			(135,247,721	)			(171,184,900	)			(25,757,970	)
Impairment on goodwill			—				(10,561,857	)			(1,589,229	)
Impairment on available-for-sale investment			—				(244,798,058	)			(36,834,448	)
Interest income (expenses), net			993,177				(33,073,698	)			(4,976,557	)
Fair value change on liability			—				37,249,592				5,604,898
Other expenses, net			(1,265,193	)			(2,217,574	)			(333,675	)
Income (loss) before income tax expense and share of loss in equity method investments			(135,519,737	)			(424,586,495	)			(63,886,981	)
Income tax expenses			—				—				—
Share of loss in equity method investments			(1,040,084	)			(29,955,544	)			(4,507,372	)
Net Income (loss) for the year			(136,559,821	)			(454,542,039	)			(68,394,353	)
Net loss attributable to noncontrolling interest			(6,973,714	)			(45,277,123	)			(6,812,790	)
Net loss attributable to redeemable noncontrolling interest			(15,573,811	)			(7,072,359	)			(1,064,169	)
Attributable net income (loss) to The9 Limited			(114,012,296	)			(402,192,557	)			(60,517,394	)
Change in redemption value of redeemable noncontrolling interest			36,762,963				37,863,439				5,697,263
Net income (loss) attributable to holders of ordinary shares			(150,775,259	)			(440,055,996	)			(66,214,658	)
Other comprehensive income:
Currency translation adjustments			5,330,149				(1,314,419	)			(197,779	)
Total comprehensive income (loss)			(131,229,672	)			(455,856,458	)			(68,592,132	)
Comprehensive income (loss) attributable to:
noncontrolling interest			(6,112,278	)			(53,853,568	)			(8,103,277	)
redeemable noncontrolling interest			(15,573,811	)			(7,072,359	)			(1,064,169	)
The9 Limited			(109,543,583	)			(394,930,531	)			(59,424,688	)
Net income (loss) attributable to holders of ordinary shares per share
- Basic			(6.50	)			(18.46	)			(2.78	)
- Diluted			(6.50	)			(18.46	)			(2.78	)
Weighted average number of shares outstanding
- Basic			23,201,601				23,836,873				23,836,873
- Diluted			23,201,601				23,836,873				23,836,873

Note: The United States dollar (“US dollar” or “US$”) amounts disclosed in the accompanying financial statements are presented solely for the convenience of the readers at the rate of US$1.00 =RMB6.6459, representing the noon buying rate in the City of New York for cable transfers of RMB, as certified for customs purposes by the Federal Reserve Bank of New York, on June 30, 2016.

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THE9 LIMITED

UNAUDITED CONSOLIDATED BALANCE SHEETS INFORMATION

(Expressed in Renminbi - RMB and US Dollars - US$)

 

		As of December 31, 2015				As of June 30, 2016				As of June 30, 2016
		RMB				RMB				US$
										(Note)
Assets
Current Assets:
Cash and cash equivalents			49,010,541				21,928,254				3,299,516
Accounts receivable, net of allowance for doubtful accounts of RMB991,743 and RMB920,169 as of December 31, 2015 and June 30, 2016, respectively			7,153,663				6,419,920				965,997
Advances to suppliers			898,126				2,448,879				368,480
Prepayments and other current assets			9,463,149				7,642,645				1,149,979
Amounts due from related parties			10,732,643				21,108,274				3,176,135
Total current assets			77,258,122				59,547,972				8,960,107
Investments in equity investees			267,539,694				230,438,138				34,673,729
Property, equipment and software, net			33,846,518				30,566,869				4,599,357
Goodwill			10,342,694				—				—
Intangible assets, net			78,876,486				—				—
Land use right, net			68,352,386				67,391,931				10,140,377
Other long-lived assets, net			1,879,021				8,452,623				1,271,855
Total Assets			538,094,921				396,397,533				59,645,425
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable			41,248,455				42,508,575				6,396,210
Other taxes payable			551,445				147,832				22,244
Advances from customers			19,605,593				23,764,942				3,575,880
Amounts due to related parties			77,730,267				112,667,647				16,952,956
Deferred revenue			18,552,217				17,705,070				2,664,059
Refund of game points			169,998,682				169,998,682				25,579,482
Warrants			64,414,941				28,530,307				4,292,918
Short-term bank borrowing			—				24,992,214				3,760,546
Accrued expense and other current liabilities			35,864,424				34,483,796				5,188,732
Total current liabilities			427,966,024				454,799,065				68,433,027
Long-term debt			31,726,575				33,624,048				5,059,367
Convertible notes			135,182,536				166,781,200				25,095,352
Deferred tax liabilities, non-current			5,690,705				5,811,292				874,418
Total Liabilities			600,565,840				661,015,605				99,462,164
Redeemable noncontrolling interest			178,605,097				209,396,178				31,507,573
Ordinary shares (US$0.01 par value; 23,701,601 shares issued and outstanding as of December 31, 2015, 23,915,501 shares issued and outstanding as of June 30, 2016)			1,917,620				1,931,637				290,651
Additional paid-in capital			2,080,041,288				2,548,050,327				383,401,846
Statutory reserves			28,071,982				28,071,982				4,223,955
Accumulated other comprehensive loss			(3,372,588	)			3,889,437				585,239
Accumulated deficit			(2,304,020,698	)			(2,706,213,255	)			(407,200,418	)
The9 Limited shareholders’ equity (deficit)			(197,362,396	)			(124,269,872	)			(18,698,727	)
Noncontrolling interest			(43,713,620	)			(349,744,378	)			(52,625,585	)
Total shareholder’s equity (deficit)			(241,076,016	)			(474,014,250	)			(71,324,312	)
Total liabilities, redeemable noncontrolling interest and equity (deficit)			538,094,921				396,397,533				59,645,425

Note: The United States dollar (“US dollar” or “US$”) amounts disclosed in the accompanying financial statements are presented solely for the convenience of the readers at the rate of US$1.00 =RMB6.6459, representing the noon buying rate in the City of New York for cable transfers of RMB, as certified for customs purposes by the Federal Reserve Bank of New York, on June 30, 2016.

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About The9 Limited

The9 Limited is an online game developer and operator in China. The9 Limited develops and operates, directly or through its affiliates, its proprietary MMO and mobile games including Firefall, Cross Fire brand new mobile game and Song of Knights. The9 Limited’s joint venture has obtained an exclusive license for publishing and operating Cross Fire 2 in China. The9 Limited also engages in mobile advertising and mobile app education businesses. The9 Limited has formed a joint venture with Shanghai ZTE to develop and operate home entertainment set top box business.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook and quotations from management in this announcement contain forward-looking statements. The9 may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission on Forms 20-F and 6-K, etc., in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about The9’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, political and economic policies of the Chinese government, the laws and regulations governing the online game industry, information disseminated over the Internet and Internet content providers in China, intensified government regulation of Internet cafes, The9’s ability to retain existing players and attract new players, license, develop or acquire additional online games that are appealing to users, anticipate and adapt to changing consumer preferences and respond to competitive market conditions, and other risks and uncertainties outlined in The9’s filings with the U.S. Securities and Exchange Commission, including its annual reports on Form 20-F. The9 does not undertake any obligation to update any forward-looking statement, except as required under applicable law.