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
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               2022 LTD
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         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
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               2022 LTD
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         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
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         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
 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.



FirstName LastNameGeorge Lai                                   Sincerely,
Comapany NameThe9 LTD
                                                               Division of
Corporation Finance
September 15, 2022 Page 5                                      Office of Trade
& Services
FirstName LastName