SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

The9 Limited

(Name of Issuer)

Ordinary Shares, par value $0.01 per share

American Depositary Shares, evidenced by American Depositary Receipts, each representing one

Ordinary Share

(Title of Class of Securities)

88337K104**

(CUSIP Number)

Damian Frane Juric Director, Ark Pacific Investment Management Limited c/o Walkers Corporate Limited Cayman Corporate Centre 27 Hospital Road, George Town Grand Cayman, KY1-9008 Cayman Islands (345) 769 3407 With a copy to:
Marcia Ellis, Esq.
Morrison & Foerster LLP
33/F, Edinburgh Tower, The Landmark, 15 Queen’s Road Central Hong Kong (852) 2585 0784

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 28, 2018

(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 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 one ordinary share. No CUSIP has been assigned to the ordinary shares.

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. 88337K104

1.	Names of Reporting Persons Ark Pacific Investment Management 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) OO, AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,928,773 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,928,773 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,928,773 (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) 2.8% (2)
14.	Type of Reporting Person (See Instructions) CO

(1) The Ordinary Shares beneficially owned by Ark Pacific Investment Management Limited consist of 2,336,181 ADSs issuable upon conversion of convertible notes (the “Convertible Notes”) and 592,592 ADSs issuable upon exercise of warrants to purchase ADSs (the “Warrants”) in each case issuable within 60 days of the date of this Schedule 13D. One ADS represents one Ordinary Share.

(2) This percentage is calculated based on 103,084,131 Ordinary Shares of the Issuer as reflected on the Register of Members of the Issuer delivered to Ark Pacific Special Opportunities Fund, I, L.P. on February 28, 2018 and including the conversion of Convertible Notes into 2,336,181 ADSs and the exercise of Warrants into 592,592 ADSs.

CUSIP No. 88337K104

1.	Names of Reporting Persons Ark Pacific Special Opportunities Fund I, L.P.
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) OO, WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,928,773 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,928,773 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,928,773 (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) 2.8% (2)
14.	Type of Reporting Person (See Instructions) PN

(1) The Ordinary Shares beneficially owned by Ark Pacific Special Opportunities Fund I, L.P. consist of 2,336,181 ADSs issuable upon conversion of convertible notes (the “Convertible Notes”) and 592,592 ADSs issuable upon exercise of warrants to purchase ADSs (the “Warrants”) in each case issuable within 60 days of the date of this Schedule 13D. One ADS represents one Ordinary Share.

(2) This percentage is calculated based on 103,084,131 Ordinary Shares of the Issuer as reflected on the Register of Members of the Issuer delivered to Ark Pacific Special Opportunities Fund, I, L.P. on February 28, 2018 and including the conversion of Convertible Notes into 2,336,181 ADSs and the exercise of Warrants into 592,592 ADSs.

CUSIP No. 88337K104

1.	Names of Reporting Persons Ng Chi Keung Kenneth
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) OO, AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization China
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,928,773 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,928,773 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,928,773 (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) 2.8% (2)
14.	Type of Reporting Person (See Instructions) IN

(1) The Ordinary Shares beneficially owned by Ng Chi Keung Kenneth consist of 2,336,181 ADSs issuable upon conversion of convertible notes (the “Convertible Notes”) and 592,592 ADSs issuable upon exercise of warrants to purchase ADSs (the “Warrants”) in each case issuable within 60 days of the date of this Schedule 13D. One ADS represents one Ordinary Share.

(2) This percentage is calculated based on 103,084,131 Ordinary Shares of the Issuer as reflected on the Register of Members of the Issuer delivered to Ark Pacific Special Opportunities Fund, I, L.P. on February 28, 2018 and including the conversion of Convertible Notes into 2,336,181 ADSs and the exercise of Warrants into 592,592 ADSs.

EXPLANATORY NOTE

This Amendment No. 2 (“Amendment No. 2”) amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by each of the Reporting Persons on December 21, 2015, as amended pursuant to the Schedule 13D/A filed with the SEC on July 21, 2017 (“Amendment No. 1”) related to the ordinary shares, $0.01 par value per share (“Ordinary Shares”), of the Issuer. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D, as supplemented and amended by Amendment No. 1. Capitalized terms used herein shall have the meaning ascribed to them in the Schedule 13D, unless otherwise defined herein.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended such that information about the Investor is removed from Item 2. As a result of the sale of all the beneficial ownership of the Investor to Truth Beauty Limited, a company incorporated under the laws of the British Virgin Islands (“Truth Beauty”), the Investor is no longer a Reporting Person.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

The information set forth in or incorporated by reference in Item 2 of the Schedule 13D and Item 5 of this Amendment No. 2 is incorporated by reference in its entirety into this Item 3.

On February 28, 2018, APSOF, APIML, and Jupiter Explorer Limited, a company incorporated in the British Virgin Islands (“Jupiter”), entered into a Share Purchase, Variation, Assignment and Assumption Agreement with the Issuer (the “Assignment Agreement”) whereby APSOF and APIML assigned to Jupiter the 12,500,000 Ordinary Shares issued to APSOF pursuant to the Share Purchase Agreement (as defined in Amendment No. 1) as further described in the Assignment Agreement included as Exhibit 99.14 to this Amendment No. 2 in exchange for Jupiter’s agreement to assume APIML’s obligation to pay US$15,000,000 at Closing (as defined in the Share Purchase Agreement). The foregoing description of the Assignment Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Assignment Agreement, a copy of which is attached hereto as Exhibit 99.14 and is incorporated herein by reference. No funds were received by the Reporting Persons from Jupiter pursuant to the Assignment Agreement.

On February 28, 2018, APSOF and Truth Beauty, entered into a Share Purchase Agreement (the “Splendid Purchase Agreement”) whereby APSOF sold to Truth Beauty one hundred percent of the issued and outstanding share capital of the Investor. The foregoing description of the Splendid Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Splendid Purchase Agreement, a copy of which is attached hereto as Exhibit 99.15 and is incorporated herein by reference. APSOF received an aggregate of one United States dollar from Truth Beauty pursuant to the Splendid Purchase Agreement.

APSOF, APIML, the Investor, and Truth Beauty entered into an Amendment and Novation Agreement, dated February 28, 2018 (the “Amended Participation Agreement”), pursuant to which APSOF is granted a risk participation interest by Splendid Days in the Ordinary Shares identified on Items 7 through 13 of the cover page to this Amendment No. 2. The material terms of the Amended Participation Agreement are the same as the Participation Agreements with the exception that Truth Beauty is transferred APIML’s rights and obligations under the Participation Agreement. The foregoing description of the Amended Participation Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Amended Participation Agreement, a copy of which is attached hereto as Exhibit 99.16. In connection with the Splendid Purchase Agreement, APIML, the Investor, and Truth Beauty entered into Amendment and Novation Agreements with each of Quality Event Limited, Pacman I Limited, Pacman II Limited, and Fortune Profile Limited on substantially the same terms as the Amended Participation Agreement.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following paragraph prior to the last paragraph thereof:

On February 28, 2018, APIML transferred, pursuant to the Assignment Agreement, 12,500,000 Ordinary Shares to Jupiter which shares which were originally issued to, but not yet paid for by, APSOF in a private placement pursuant to the Share Purchase Agreement.

On February 28, 2018, APSOF transferred, pursuant to the Splendid Purchase Agreement, one hundred percent of the issued and outstanding share capital of the Investor and thereby transferred indirect beneficial ownership of 11,695,511 ADSs issuable upon conversion of convertible notes (the “Convertible Notes”) and 4,778,844 ADSs issuable upon exercise of warrants to purchase ADSs (the “Warrants”) in each case held by the Investor. The Reporting Persons retain beneficial ownership of 2,336,181 ADSs issuable upon conversion of convertible notes (the “Convertible Notes”) and 592,592 ADSs issuable upon exercise of warrants to purchase ADSs (the “Warrants”) pursuant to the Amended Participation Agreement.

Item  5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(b) Items 7 through 13 of the cover page to this Amendment No. 2 are incorporated herein by reference.

(c) Except for the transactions reported herein, there have been no transactions in the securities of the Issuer effected by any Reporting Person within the last 60 days.

(d) Not applicable.

(e) As a result of the transactions described in Items 3 and 4 above, on February 28, 2018, each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the outstanding Ordinary Shares.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

The information set forth in Items 3 and 4 of this Amendment No. 2 is incorporated by reference in this Item 6.

Item 7. Material to be Filed as Exhibits

Exhibit Number	Description of Exhibits
99.1	Joint Filing Agreement (incorporated by reference to the Schedule 13D dated December 21, 2015)
99.2	List of the directors and executive officers of each Reporting Person, persons controlling any Reporting Person and the directors and executive officers of persons in control of any Reporting Person (incorporated by reference to the Schedule 13D dated December 21, 2015)
99.3	Convertible Note and Warrant Purchase Agreement, dated November 24, 2015, by and among The9 Limited, the security providers listed on Schedule 1 attached thereto and Splendid Days Limited (incorporated by reference to the Schedule 13D dated December 21, 2015)
99.4	Form of 12.00% Senior Convertible Note issued to Splendid Days Limited (included in the agreement filed as Exhibit 99.3, which agreement is incorporated by reference to the Schedule 13D dated December 21, 2015)
99.5	Form of Tranche A, Tranche B and Tranche C Warrant to Purchase American Depositary Shares issued to Splendid Days Limited (included in the agreement filed as Exhibit 99.3, which agreement is incorporated by reference to the Schedule 13D dated December 21, 2015)
99.6	Tranche I Warrant to Purchase American Depositary Shares issued to Splendid Days Limited (included in the agreement filed as Exhibit 99.3, which agreement is incorporated by reference to the Schedule 13D dated December 21, 2015)
99.7	Loan Agreement, dated December 8, 2015, by and between Well Ease Limited and Splendid Days Limited (incorporated by reference to the Schedule 13D dated December 21, 2015)
99.8	Participation Agreement, effective as of December 4, 2015, among Splendid Days Limited, Ark Pacific Special Opportunities Fund I, L.P. and Ark Pacific Investment Management Limited (incorporated by reference to the Schedule 13D dated December 21, 2015)

99.9	Participation Agreement, effective as of December 4, 2015, among Splendid Days Limited, Quality Event Limited and Ark Pacific Investment Management Limited (incorporated by reference to the Schedule 13D dated December 21, 2015)
99.10	Participation Agreement, effective as of December 4, 2015, among Splendid Days Limited, Pacman I Limited and Ark Pacific Investment Management Limited (incorporated by reference to the Schedule 13D dated December 21, 2015)
99.11	Participation Agreement, effective as of December 4, 2015, among Splendid Days Limited, Pacman II Limited and Ark Pacific Investment Management Limited (incorporated by reference to the Schedule 13D dated December 21, 2015)
99.12	Participation Agreement, effective as of December 4, 2015, among Splendid Days Limited, Fortune Profile Limited and Ark Pacific Investment Management Limited (incorporated by reference to the Schedule 13D dated December 21, 2015)
99.13	Share Purchase Agreement, effective as of June 7, 2017, by and between The9 Limited and Ark Pacific Special Opportunities Fund I, L.P. (incorporated by reference to Amendment No. 1 dated July 21, 2017)
99.14	Share Purchase, Variation, Assignment and Assumption Agreement, effective as of February 28, 2018, by and between The9 Limited, Ark Pacific Special Opportunities Fund I, L.P., Ark Pacific Investment Management Limited, and Jupiter Explorer Limited
99.15	Share Purchase Agreement, effective as of February 28, 2018, by and between Ark Pacific Special Opportunities Fund I, L.P. and Truth Beauty Limited
99.16	Amendment and Novation Agreement, effective as of February 28, 2018, by and between Splendid Days Limited, Ark Pacific Investment Management Limited, Ark Pacific Special Opportunities Fund I, L.P., and Truth Beauty 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.

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.

Dated March 2, 2018

ARK PACIFIC INVESTMENT MANAGEMENT LIMITED
By:	/s/ Damian Juric
	Name: Damian Juric
	Title: Director
ARK PACIFIC SPECIAL OPPORTUNITIES FUND I, L.P.
By:	/s/ Damian Juric
	Name: Damian Juric
	Title: Director, General Partner
NG CHI KEUNG KENNETH
By:	/s/ Ng Chi Keung Kenneth

EX-99.14

Exhibit 99.14

Execution Version

CONFIDENTIAL

SHARE PURCHASE, VARIATION, ASSIGNMENT AND ASSUMPTION AGREEMENT

This Share Purchase, Variation, Assignment and Assumption Agreement (this “Agreement”) is made and entered into as of 28 February 2018, by and between The9 Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Ark Pacific Special Opportunities Fund I, L.P., an exempted limited partnership organized under the laws of the Cayman Islands acting by its general partner, Ark Pacific Investment Management Limited (the “Assignor”) and Jupiter Explorer Limited, a company incorporated in the British Virgin Islands (the “Assignee”). Each of the parties hereto is referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein will have the meaning given to such terms in the SPA (as defined below).

WHEREAS, pursuant to that certain share purchase agreement, dated as of June 7, 2017, entered into by and between the Company and the Assignor (the “SPA”), at the Pre-Closing, which occurred on June 8, 2017, the Company issued 12,500,000 ordinary shares (the “Subject Shares”) to the Assignor.

WHEREAS, the Assignor wishes to sell to the Assignee and the Assignee wishes to purchase all of the Subject Shares (the “Transfer”).

WHEREAS, the Assignor desires to transfer and assign all of its rights and obligations under the SPA to the Assignee pursuant to Section 9.07 of the SPA.

WHEREAS, pursuant to the Transfer, the parties wish to amend the SPA and agree certain additional understandings as set out in Section 3 of this Agreement, with effect from the date of this Agreement (the “Effective Date”)

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Share Transfer

(a) The Assignor hereby agrees to sell and the Assignee agrees to purchase all of the Subject Shares. The sole consideration of such purchase shall be the Assignee assuming the Assignor’s rights and obligations under the SPA, including the Assignor’s obligation to pay at Closing US$15,000,000 (the “Investment Amount”) to the Collateral Account, subject to all the terms and conditions in the SPA except as otherwise provided in this Agreement. For the avoidance of doubt, the Transfer shall not be deemed to be in violation of the provisions of Section 5.01 of the SPA.

(b) On the date of this Agreement, the Company shall deliver to the Assignee:

(i) a certified true copy of the register of members of the Company evidencing all of the Subject Shares, which shall be denoted therein as unpaid if so required under the laws of the Cayman Islands, registered in the name of the Assignee; and

CONFIDENTIAL

(ii) a certificate of the secretary or a duly authorized director or officer of the Company, dated as of the date of this Agreement, certifying (A) a copy of the resolutions of the Board authorizing the execution, delivery and performance of this Agreement, and (B) the incumbency and signatures of the Company’s directors or officers (where applicable) executing this Agreement and the certificates to be delivered by the Company.

(c) On the date of this Agreement, Assignee shall deliver to the Company a certified copy of the resolutions of Assignee’s board of directors and, if required, shareholders, authorizing the execution, delivery and performance of this Agreement.

2. Assignment and Assumption.

(a) Related to the Transfer, the Assignor hereby assigns, transfers and conveys to the Assignee all of the Assignor’s rights, title and interest in, to and under the SPA in accordance with the respective terms thereof, as of the date of this Agreement.

(b) Assignee hereby agrees to assume and perform all of Assignor’s obligations, liabilities and duties under the SPA arising from and after the date of this Agreement, including in particular the Assignor’s obligation to pay at Closing the Investment Amount to the Collateral Account, pursuant and subject to the terms of the SPA. Each of the Parties agrees that from the date of this Agreement, the Assignor shall be released from all continuing obligations, including its obligation to pay the entire Investment Amount to the Collateral Account at Closing, under the SPA.

(c) Assignee hereby represents and warrants to the Company, in Assignor’s place and stead under the SPA, that each of the representations and warranties contained in Article IV of the SPA is true, complete and not misleading as of the date of this Agreement.

(d) Each of Assignor and Assignee hereby agrees to take such further actions as may be reasonably required to effectuate the intent of this Section 2.

3. Variation and Supplement.

(a) With effect from the Effective Date, the Parties agree to amend the SPA as follows:

Preamble amended:	The Preamble of the SPA is deleted in its entirety and replaced by the
	following:
	THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of June 7, 2017, is entered into by and between The9 Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and Ark Pacific Special Opportunities Fund I, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“Ark Fund”) acting by its general partner, Ark Pacific Investment Management Limited (together with any Person who has assumed the rights and obligations of Ark Fund under this Agreement as an assignee, the “Purchaser”; and together with the Company, the “Parties”, and each of them, a“Party”).

2

CONFIDENTIAL

Section 5.01 amended:	Section 5.01 of the SPA is deleted in its entirety and replaced by the following:
	Lock-up. Purchaser hereby agrees that, without the prior written consent of the Company, it will not, while any Subject Shares remain unpaid, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of such unpaid Subject Shares or any other securities so owned convertible into or exercisable or exchangeable for any of such unpaid Subject Shares, or (ii) transfer to another, in whole or in part, any of the economic consequences of ownership of any of such unpaid Subject Shares, unless (a) any transaction stated in (i) or (ii) is entered into with an Affiliate and (b) such Affiliate has agreed to be assigned all the rights and obligations of this Agreement.
Section 5.03(a) amended:	Section 5.03(a) of the SPA is deleted in its entirety and replaced by the following:
	(a) For the purposes of Pre-closing, (i) the Company shall use commercially reasonable efforts to cause the conditions set forth in Section 6.01 that are to be satisfied, but subject to any waiver thereof, at Pre-closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before June 8, 2017, and (ii) Purchaser shall use commercially reasonable efforts to cause the conditions set forth in Section 6.02 that are to be satisfied, but subject to any waiver thereof, at Pre-closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before June 8, 2017. For the purposes of Closing, (i) the Company shall use commercially reasonable efforts to cause the conditions set forth in Section 6.01 that are to be satisfied, but subject to any waiver thereof, at Closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before May 31, 2018, and (ii) Purchaser shall use commercially reasonable efforts to cause the conditions set forth in Section 6.02 that are to be satisfied, but subject to any waiver thereof, at Closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before May 31, 2018.

3

CONFIDENTIAL

Section 5.12(a) amended:	The first sentence of Section 5.12(a) (before sub-paragraph (i)of the SPA is deleted in its entirety and replaced by the following:
	At any time after Closing and until the second anniversary of the Closing Date, if Purchaser resells all or a portion of the Subject Shares represented by ADSs to any third party (whether or not in the open market), then:
Section 5.17 amended:	Section 5.17 of the SPA is deleted in its entirety and replaced by the following:
	Collateral.
	(a) The Company shall procure that HK Holdco executes and delivers in favor of Purchaser (i) the Account Charge by way of a first ranking security (the “Security”) in respect of the Cash Collateral, which amount shall be adjusted from time to time pursuant to Section 5.17(b), and (ii) the Option Deed. (b) At any time after receipt of a Resale Notice (the date of such receipt the “Discharge Date”) by the Company from Purchaser pursuant to Section 5.12 notifying it of the resale of all or a portion of the Subject Shares, with respect to each Resale Tranche intended to be resold: (i) Purchaser shall promptly, following receipt of a request from HK Holdco provide its written consent for HK Holdco to withdraw the relevant Resale Tranche Investment Amount, plus any interests accrued thereon until the Withdrawal Date (as defined below) (the “Released Cash Collateral Amount”), from the Collateral Account, and after such withdrawal the Released Cash Collateral Amount shall be owned by HK Holdco, free and clear of any Encumbrance. The Company shall procure HK Holdco to withdraw the Released Cash Collateral Amount from the Collateral Account within five (5) Business Days after the Discharge Date (such date on which the Released Cash Collateral Amount is withdrawn, the “Withdrawal Date”); and (ii) the Investment Amount for the purposes of calculating the Redemption Price pursuant to Section 5.13 and the Early Redemption Price pursuant to Section 5.14 shall be reduced by the Resale Tranche Investment Amount (which forms a portion of the Released Cash Collateral Amount) withdrawn from the Collateral Account pursuant to Section 5.17(b)(i). The portion of Investment Amount that remains deposited at the Collateral Account as of a specified date, which is equal to (A) the Investment Amount, minus (B) the total and cumulative Resale Tranche Investment Amounts that have been released from the Collateral Account as of such a date, is referred to herein as the “Unreleased Investment Amount”.

4

CONFIDENTIAL

	(c) The Company shall procure that the Collateral Bank shall not permit any withdrawal from the Collateral Account unless such withdrawal is approved in writing by the Purchaser until the date on which the Company’s obligations to pay any Redemption Price pursuant to Section 5.13 and any Early Redemption Price pursuant to Section 5.14 or HK Holdco’s obligations under the Option Deed (together the “Secured Obligations”) have been fully performed and discharged in accordance with the terms and conditions of this Agreement or the Option Deed as appropriate; provided, however, that Purchaser shall be authorized to give unilateral instructions in the circumstances where permitted pursuant to the Account Charge, and subject thereto Purchaser shall approve any withdrawal that HK Holdco is entitled to make pursuant to Section 5.13(b), Section 5.13(c), Section 5.14(d) and Section 5.17(b). (d) Once all the Secured Obligations have been paid in full or have been fully performed or lapsed pursuant to the terms and conditions of this Agreement, Purchaser Director shall be removed from HK Holdco as a director and as a co-signatory to the Collateral Account.
Section 8.01(e)	Section 8.01(e) of the SPA is deleted in its entirety and replaced by the
amended:	following:
	(e) by the Company or Purchaser if any of the conditions set forth in Article VI required by this Agreement to be satisfied at Closing have not been satisfied or waived by May 31, 2018,

(b) The parties agree that, notwithstanding anything to the contrary in the SPA, on the Closing Date under the SPA: (i) the Assignee shall pay the Investment Amount to the Collateral Account; and (ii) the Company shall deliver to the Assignee the relevant items listed in Sections 2.02(a)(iii) to (xi) of the SPA, in particular,

(i) a receipt for the payment of US$15,000,000 and

(ii) a certified copy of the register of members of the Company evidencing, and an original share certificate representing, the Subject Shares, fully paid and registered in the name of the Assignee.

5

CONFIDENTIAL

4. Assignment. Neither Party may assign or otherwise transfer its rights and obligations under this Agreement without the prior written consent of the other Party.

5. Governing Law. This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws rules.

6. Miscellaneous. This Agreement constitutes the entire agreement between the Parties concerning its subject matter. Nothing in this Agreement shall create or be deemed to create any rights in any person or entity not a Party to this Agreement. If any term of this Agreement is deemed invalid, illegal or unenforceable, the remaining provisions shall not be affected, and such term shall be replaced by a mutually acceptable provision, which being valid comes closest to the parties’ original intention. This Agreement may be executed in one or more counterparts (each of which will be deemed to be an original copy and all of which taken together shall constitute one instrument) and delivered by electronic means.

[Remainder of page intentionally left blank]

6

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

ASSIGNOR		ASSIGNEE
Ark Pacific Special Opportunities Fund I, L.P.		Jupiter Explorer Limited
By:	Ark Pacific Investment Management Limited
Its:	General Partner
By:	/s/ Ng Chi Keung Kenneth	By:	/s/ Greatest Dream Group Limited
Name:	NG CHI KEUNG KENNETH	Name:	GREATEST DREAM GROUP LIMITED
Title:	DIRECTOR	Title:	CORPORATE DIRECTOR

COMPANY

The9 Limited

By:	/s/ George Lau
Name:	GEORGE LAU
Title:	CFO

[Signature Page to Variation, Assignment and Assumption Agreement]

EX-99.15

Exhibit 99.15

Execution Version

Dated February 28, 2018

(1) TRUTH BEAUTY LIMITED

(2) ARK PACIFIC SPECIAL OPPORTUNITIES FUND I, L.P.

SHARE PURCHASE AGREEMENT

regarding the entire share capital of Splendid Days Limited

MORRISON | FOERSTER

33^rd Floor

Edinburgh Tower

The Landmark

15 Queen’s Road Central

Hong Kong

Tel: (852) 2585 0888

Fax: (852) 2585 0800

TABLE OF CONTENTS

Clause	Description	Page
1.	INTERPRETATION		1
2.	SALE AND PURCHASE		1
3.	PURCHASE PRICE		2
4.	REPRESENTATIONS AND WARRANTIES		2
5.	COMPLETION		3
6.	INDEMNIFICATION		4
7.	COSTS AND FEES		4
8.	ANNOUNCEMENTS AND CONFIDENTIALITY		4
9.	LIABILITY, ENFORCEMENT, AND WAIVERS		4
10.	GENERAL		5
11.	NOTICES		5
12.	WHOLE AGREEMENT		6
13.	GOVERNING LAW AND JURISDICTION		6
SCHEDULE 1	THE COMPANY		7
SCHEDULE 2	CNS AND WARRANTS		8
SCHEDULE 3	PARTICIPATION AND LOAN DOCUMENTS		9
SCHEDULE 4	DEFINITIONS AND INTERPRETATION		10
APPENDIX 1	FORM OF DEED OF NOVATION AND AMENDMENT		13

THIS AGREEMENT (this “Agreement”) is made on February 28, 2018

BETWEEN:

(1) TRUTH BEAUTY LIMITED, a company incorporated under the laws of the British Virgin Islands (the “Purchaser”);

(2) ARK PACIFIC SPECIAL OPPORTUNITIES FUND I, L.P., an exempted limited partnership incorporated under the laws of the Cayman Islands, acting by its general partner, Ark Pacific Investment Management Limited (the “Seller”).

The Purchaser and the Seller, collectively the “Parties”, and each a “Party”.

WHEREAS:

(A) Splendid Days Limited (the “Company”) is a private company limited by shares incorporated under the laws of the British Virgin Islands, the short particulars of which are set out in Schedule 1.

(B) The Company holds certain convertible notes and warrants in The9 Limited, the details of which are set out in Schedule 2 (the “CNs and Warrants”). The Company has granted to certain investors risk participations in the CNs and Warrants through certain participation agreements, associated fee letters and loan agreement entered into with such investors and Ark Pacific Investment Management Limited as manager (the “Participation Documents”), the details of which are set out in Schedule 3.

(C) The Seller owns 100% of the issued and outstanding share capital of the Company, which consists of one (1) ordinary share (the “Sale Share”).

(D) The Seller wish to sell and the Purchaser wishes to purchase the Sale Share on the terms set out in this Agreement (the “Transfer”).

(E) In light of the Transfer and with regards to Recital (B) above, the Seller and the Purchaser shall procure that the Participation Documents be amended and novated accordingly.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 In addition to terms defined elsewhere in this Agreement, the definitions and other provisions in Schedule 2 headed “Interpretation” apply throughout this Agreement, unless the contrary intention appears.

1.2 In this Agreement, unless the contrary intention appears, a reference to a clause, subclause or schedule is a reference to a clause, subclause or schedule to this Agreement. The schedules form part of this Agreement.

1.3 The headings in this Agreement do not affect its interpretation.

2. SALE AND PURCHASE

2.1 The Seller shall sell and the Purchaser shall purchase the Sale Share.

1

2.2 The Sale Share shall be sold free from all Encumbrances and together with all rights now or hereafter attaching to them, including the right to receive all distributions declared, made or paid on or after the date of this Agreement.

2.3 The Seller waives any right of pre-emption or other right which it may have in relation to the sale and purchase of the Sale Shares (whether under the Company’s constitutional documents or otherwise) and shall, before Completion, procure the irrevocable waiver of any such right or restriction conferred on any other person who is not a party to this Agreement.

3. PURCHASE PRICE

3.1 The purchase price for the Sale Shares is US$1 (the “Purchase Price”), payable by the Purchaser in full on Completion in accordance with Clause 5.

4. REPRESENTATIONS AND WARRANTIES

4.1 The Seller acknowledges that the Purchaser has entered into this Agreement in reliance upon the representations and warranties and on the other undertakings and covenants given by the Seller in this Agreement. Each Warranty is a separate and independent warranty, and, save as otherwise expressly provided, no Warranty shall be limited by reference to any other Warranty or by the other terms of this Agreement.

4.2 The Seller represents and warrants to the Purchaser as of the date hereof that:

(a) Status of the Sale Shares. The Sale Share represents 100% of the total issued and outstanding share capital of the Company on a fully-diluted basis. The Seller is the sole legal and beneficial owner of the Sale Share with good and marketable title thereto, free and clear of any Encumbrances. The Seller has the absolute right to sell, assign, convey, transfer and deliver the Sale Share together with any and all rights and benefits incidental to the ownership thereof free and clear of any Encumbrances.

(b) Status of the Company. The Company is an investment holding company which has not since incorporation entered into any agreements except as disclosed in this Agreement, and has no assets except for the CNs and Warrants.

(c) Authorization. The Seller has all the necessary authority (including any authority due to its internal restructuring, if applicable) and capacity to enter into and to perform its obligations under this Agreement and other documents relating to the transactions contemplated hereby. This Agreement constitutes legal, valid and binding obligations of the Seller, enforceable against it in accordance with their terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) the effect of rules of law governing the availability of equitable remedies

(d) Encumbrances. There are no agreements, understandings, judgments, orders, liens or other Encumbrances granting rights or imposing obligations, including restrictions on transfer, with respect to the Sale Share.

(e) Compliance with Other Instruments. The execution, delivery and performance by the Seller of this Agreement does not and will not contravene, breach or violate the terms of any agreement, document or instrument to which the Seller is a party or by which any of Sellers’ assets or properties are bound.

2

(f) No Litigation. There is no action, suit, proceeding, judgment, claim or investigation pending, and the Sellers do not foresee any of these in the future, and to the knowledge of the Sellers, threatened against the Seller, the Company or the Sale Shares, which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement.

5. COMPLETION

5.1 Completion shall take place at the offices of Morrison & Foerster immediately after the execution of this Agreement, or at such other place and at such other time as may be agreed in writing by the Parties.

5.2 At Completion, the Seller shall:

(a) procure (i) the resignation of Lau, Tak Kei Arthur as director of the Company and (ii) the appointment of the Purchaser as director of the Company with effect from the date of this Agreement.

(b) procure that board resolutions are passed by the director of the Company resolving that (i) the transfer of the Sale Share be approved for registration; (ii) register the Purchaser as the holder of the Sale Share in the register of members of the Company; (iii) the resignation of Lau, Tak Kei Arthur as director of the Company be approved and (iv) the appointment of the Purchaser as director of the Company be approved;

(c) execute, and procure the execution by each other party (other than the Purchaser) to, each amendment and novation agreement relating to the Participation Documents in the form appended in Appendix 1.

(d) deliver to the Purchaser a certified true copy of the updated register of members of the Company reflecting the Purchaser as the registered holder of the Sale Share;

(e) deliver to the Purchaser a certified true copy of the updated register of directors of the Company reflecting paragraph (a) above; and

(f) deliver to the Purchaser a counterpart of the instrument of transfer in respect of the transfer of the Sale Share, duly executed by the Seller.

5.3 At Completion, the Purchaser shall:

(a) deliver to the Seller a counterpart of the instrument of transfer in respect of the transfer of the Sale Share, duly executed by the Purchaser; and

(b) execute each amendment and novation agreement relating to the Participation Documents in the form appended in Appendix 1.

(c) instruct payment of the Purchase Price to the account of the Seller specified below, and provide evidence thereof to the Seller:

Beneficiary Bank:

Address:

SWIFT:

Intermediary Bank:

SWIFT:

Account Name:

Account Number:

3

6. INDEMNIFICATION

The Seller shall indemnify the Purchaser against all liabilities, costs, expenses, damages and losses (including any reasonable legal and other professional costs and expenses) suffered or incurred by the Purchaser, to the extent not caused by the Purchaser’s negligence or fraud, arising out of or in connection with any claims made by third parties under the Participation Documents or the Purchaser assuming the role of administrator under the Participation Documents in place of Ark Pacific Investment Management Limited. A claim under this clause shall be the sole remedy of the Purchaser in respect of damages suffered by the Purchaser in respect of this Agreement.

7. COSTS AND FEES

The Seller shall bear all costs and disbursements incurred in the negotiations leading up to and in the preparation of this Agreement and of matters incidental to this Agreement.

8. ANNOUNCEMENTS AND CONFIDENTIALITY

8.1 No Party shall make or permit any Person to make any announcement or other public disclosure concerning this Agreement or any ancillary matter except with the consent of the other Parties (not to be unreasonably withheld or delayed) or as required by law or any competent regulatory body.

8.2 Except as may be required by law or court ruling or for the purpose of a Party enforcing its rights or performing its obligations under this Agreement, none of the Parties shall disclose to any third party (other than to Company) the terms and conditions of this Agreement or the transactions contemplated hereby without prior approval by the other Party; provided, however, that any Party may disclose the terms and conditions of this Agreement or the transactions contemplated hereby to its affiliates, lenders, shareholders, investors, partners and advisors and to its bona fide lenders, investors, partners and advisors, in each case only after such persons or entities have undertaken appropriate nondisclosure obligations. In the event of disclosure required by law or court ruling, the disclosing Party shall use all reasonable efforts and provide all reasonable cooperation to obtain confidential treatment of the materials or a protective order.

9. LIABILITY, ENFORCEMENT, AND WAIVERS

9.1 Each of the provisions of this Agreement shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid. If any provision is void but would be valid if some part of it were deleted, the provision in question shall apply with such modification as may be necessary to make it valid.

9.2 Each obligation, representation, warranty and undertaking under this Agreement (excluding any obligation fully performed at Completion) shall continue in force after Completion and will not be affected by the waiver, in whole or in part, of any condition to Completion.

9.3 The rights of each party under this Agreement may be exercised as often as necessary, are (unless otherwise expressly provided in this Agreement) cumulative and not exclusive of rights and remedies provided by law and may be waived only in writing and specifically. Delay in exercising or non-exercise of any such right is not a waiver of that right.

4

9.4 A waiver (whether expressed or implied) by one of the parties of any of the provisions of this Agreement or of any breach of or default by another party in performing any of those provisions shall not constitute a continuing waiver and the waiver shall not prevent the waiving party from subsequently enforcing any of the provisions of this Agreement not waived or from acting on any subsequent breach of or default by that other party under any of the provisions of this Agreement.

10. GENERAL

10.1 Time is not of the essence in relation to any obligation under this Agreement unless time is expressly stated to be of the essence in relation to that obligation.

10.2 This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and any party may enter into this Agreement by executing a counterpart.

10.3 If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement to the extent it is unenforceable and be given no effect but without invalidating any of the remaining provisions of this Agreement.

10.4 If this Agreement is translated into any language other than English, the English language text shall prevail.

10.5 Any variation of this Agreement shall be in writing and signed by or on behalf of the Parties.

11. NOTICES

11.1 Any notice to be given under this Agreement must (unless expressly provided otherwise) be in writing in English and be delivered to the party to be served at its address appearing below, or at such other address as it may have notified to the other Parties in accordance with this Clause11.1:

(a) to the Seller at:

 Address: Suite 62, 6/F New Henry House

10 Ice House Street, Central, Hong Kong

 Attention: Kenneth NG

 Email:

with a copy to:

Morrison & Foerster

Edinburgh Tower, 33/F

The Landmark, 15 Queen’s Road Central

Hong Kong, China

Attention: Marcia Ellis

Facsimile No.: 852-2585-0800

E-mail:

(b) to the Purchaser at:

Address: 3/F, 100QRC, 100 Queen’s Road Central, Central, Hong Kong

Attention: WEN Cyrus Jun-Ming

Email:

5

11.2 Any notice shall be deemed to have been given or made:

(a) if hand delivered, at the time of delivery; or

(b) when sent by email to the addresses set forth above, upon acknowledgment of receipt; or

(c) three (3) Business Days after deposit with an international overnight delivery service, postage prepaid, addressed to the other Party as set forth above with next-business-day delivery guaranteed, provided that the sending Party receives a confirmation of delivery from the delivery service provider; or

(d) in all other cases, upon actual receipt by the addressee, with the burden of proof of receipt upon the sender.

11.3 In proving service of a notice or document it shall be sufficient to prove that delivery was made.

12. WHOLE AGREEMENT

12.1 This Agreement and the documents referred to in it contain the whole agreement between the Parties relating to the transactions contemplated by this Agreement and supersede all previous agreements, whether oral or in writing, between the Parties relating to these transactions.

12.2 Each Party acknowledges that, in agreeing to enter into this Agreement, it has not relied on any express or implied representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it) made by or on behalf of any other party at any time before the signature of this Agreement. Each of the Parties waives all rights and remedies which, but for this Clause 12.2, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance. Nothing in this Clause 12.2 limits or excludes any liability for fraud.

13. GOVERNING LAW AND JURISDICTION

13.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by Hong Kong law.

13.2 Any dispute, controversy or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English.

AS WITNESS the hands of the Parties (or their duly authorised representatives) on the date which first appears on page 1.

6

SCHEDULE 1

THE COMPANY

Share Capital:	Authorized: 50,000 shares with a par value of US$1.00 each Issued: 1 share with a par value of US$1.00 each
Shareholders:	ARK PACIFIC SPECIAL OPPORTUNITIES FUND I, L.P.
Directors:	LAU, Tak Kei Arthur
Registered Office:	Sea Meadow House, Blackburn Highway, (P.O. Box 116), Road Town, Tortola, British Virgin Islands
Company Number:	1811012
Date and Place of Incorporation:	February 6, 2014; British Virgin Islands
Accounting Reference Date:	December 31

7

SCHEDULE 2

CNS AND WARRANTS

Convertible Notes

Date of Certificate	Cert. No.		Principal Amount of Notes Acquired		Initial Conversion Price (US$ Per Ordinary Share)
11-Dec-2015		1		US$22,250,000		US$2.60
11-Dec-2015		2		US$13,350,000		US$5.20
11-Dec-2015		3		US$4,450,000		US$7.80

Warrants

Date of Certificate	Cert. No.		Amount of Warrant (US$)		Initial Exercise Price (US$ per Ordinary Share)
11-Dec-2015		1		US$5,000,000		US$1.50
11-Dec-2015		2		US$2,750,000		US$2.60
11-Dec-2015		3		US$1,650,000		US$5.20
11-Dec-2015		4		US$550,000		US$7.80

8

SCHEDULE 3

PARTICIPATION AND LOAN DOCUMENTS

Date	Document	Parties
December 4, 2015	Participation Agreement	Splendid Days Limited Quality Event Limited Ark Pacific Investment Management Limited
December 4, 2015	Fee Side Letter	Quality Event Limited Ark Pacific Investment Management Limited
December 4, 2015	Participation Agreement	Splendid Days Limited Pacman I Limited Ark Pacific Investment Management Limited
December 4, 2015	Fee Side Letter	Pacman I Limited Ark Pacific Investment Management Limited
December 4, 2015	Participation Agreement	Splendid Days Limited Pacman II Limited Ark Pacific Investment Management Limited
December 4, 2015	Fee Side Letter	Pacman II Limited Ark Pacific Investment Management Limited
December 4, 2015	Participation Agreement	Splendid Days Limited Ark Pacific Special Opportunities Fund I, L.P. Ark Pacific Investment Management Limited
December 4, 2015	Participation Agreement	Splendid Days Limited Fortune Profile Limited Ark Pacific Investment Management Limited
December 8, 2015	Loan Agreement	Splendid Days Limited Well Ease Limited

9

SCHEDULE 4

DEFINITIONS AND INTERPRETATION

1. In this Agreement:

Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by applicable law to be closed in Hong Kong.

CNs and Warrants has the meaning given in Recital (B).

Company has the meaning given in Recital (A).

Completion means the completion of the sale and purchase of the Sale Shares as described in Clause 5;

Director means a director for the time being of the Company including, where applicable, any alternate Director, and Directors shall be construed accordingly;

Encumbrances means any lien, voting agreement, voting trust, proxy, option, right of purchase, right of first refusal, right of first offer, restriction on transfer or any other similar arrangement or restriction of any kind whatsoever, including any restriction on transfer of other assignment, as security or otherwise, of or relating to use, quiet enjoyment, voting, receipt of income or exercise of any other attribute of ownership.

Participation Documents has the meaning given in Recital (B).

Person means an individual, corporation, joint venture, enterprise, partnership, trust, unincorporated association, limited liability company, government or any department or agency thereof, or any other entity (whether or not having separate legal personality).

Purchaser has the meaning given in the Preamble.

Purchase Price has the meaning given in Clause 3.1.

Sale Share has the meaning given in Recital (C)

Seller has the meaning given in the Preamble.

Transfer has the meaning given in Recital (D).

Warranties means the representations and warranties given pursuant to Clause 4.2; and

2. In this Agreement any reference, express or implied, to an enactment (which includes any legislation in any jurisdiction) includes:

(a) that enactment as amended, extended or applied by or under any other enactment (before or after signature of this Agreement);

(b) any enactment which that enactment re-enacts (with or without modification); and

(c) any subordinate legislation made (before or after signature of this Agreement) under that enactment, including (where applicable) that enactment as amended, extended or applied as described in subparagraph (a), or under any enactment which it re-enacts as described in subparagraph (b),

10

except to the extent that any legislation or subordinate legislation made or enacted after the date of this Agreement would create or increase the liability of any person under this Agreement.

3. In this Agreement:

(a) words denoting persons include bodies corporate and unincorporated associations of persons;

(b) references to an individual or a natural person include his estate and personal representatives; and

(c) references to a party to this Agreement include the successors or assigns (immediate or otherwise) of that party.

4. For the purposes of this Agreement, a company is a subsidiary of another if:

(a) that other either:

(i) is a shareholder or member of it and controls the composition of its board of directors (or, if it has more than one such board, of any such board); or

(ii) holds more than half in nominal value of its equity shares, or

(b) the first-mentioned company is a subsidiary of any company which is that other’s subsidiary,

provided that in determining whether one company is a subsidiary of another any shares held or power exercisable by the other in a fiduciary capacity are to be treated as not held or exercisable by it and any shares or power exercisable by any person as nominee for the other (except where the other is concerned only in a fiduciary capacity) or by, or by a nominee for, a subsidiary of the other (not being a subsidiary which is concerned only in a fiduciary capacity) are to be treated as held or exercisable by the other. For the purposes of this paragraph “company” includes any body corporate.

5. For the purposes of this Agreement:

(a) a company is deemed to be another’s holding company if the other is its subsidiary; and

(b) a body corporate is deemed the wholly-owned subsidiary of another if it has no shareholders or members except that other and that other’s wholly-owned subsidiaries and its or their nominees.

6. General words used in this Agreement shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

11

7. A reference in this Agreement to any Hong Kong legal term for any action, remedy, method or form of judicial proceeding, legal document, court or any other legal concept or matter will be deemed to include a reference to the corresponding or most similar legal term in any jurisdiction other than Hong Kong to the extent that such jurisdiction is relevant to the transactions contemplated by this Agreement or the terms of this Agreement.

8. Paragraphs 1 to 7 above apply unless the contrary intention appears.

12

APPENDIX 1

FORM OF DEED OF NOVATION AND AMENDMENT

13

IN WITNESS whereof this Agreement has been duly executed on the day and year before written.

PURCHASER
SIGNED by	)
	)
for and on behalf of	)
TRUTH BEAUTY LIMITED	)

SELLER
SIGNED by NG CHI KEUNG KENNETH	)
DIRECTOR	)
for and on behalf of	)
ARK PACIFIC INVESTMENT	)
MANAGEMENT LIMITED	)
as General Partner of	)
ARK PACIFIC SPECIAL	)
OPPORTUNITIES FUND I, L.P.	)

[Signature Page to Share Purchase Agreement]

EX-99.16

Exhibit 99.16

AMENDMENT AND NOVATION AGREEMENT

This Amendment and Novation Agreement (this “Agreement”) is made on the day of February 28, 2018

Among:

(1) Splendid Days Limited, a company incorporated under the laws of the British Virgin Islands (“Grantor”);

(2) Ark Pacific Investment Management Limited, a company incorporated under the laws of the Cayman Islands (“Ark Pacific”);

(3) Ark Pacific Special Opportunities Fund I, L.P., an exempted limited partnership organized under the laws of the Cayman Islands acting by its general partner, Ark Pacific Investment Management Limited (“Participant”, together with Grantor, the “Continuing Parties”); and

(4) Truth Beauty Limited, a company incorporated under the laws of the British Virgin Islands (the “Incoming Party”).

WHEREAS

(A) Grantor holds certain secured convertible redeemable notes and warrants identified in schedule II of the Participation Agreement (as defined below) (the “Underlying Instruments”), in each case issued by The9 Limited (the “Issuer”) pursuant to the Convertible Note and Warrant Purchase Agreement, identified in schedule I of the Participation Agreement.

(B) Pursuant to a participation agreement dated December 4, 2015 (the “Participation Agreement”) between Grantor, Participant and Ark Pacific, Grantor has granted an undivided risk participation to Participant of Grantor’s interest in, to and under such portion of the Underlying Instruments constituting the initial principal amount as set forth opposite each Underlying Instrument in schedule II of the Participation Agreement (such initial principal amount, the “Grantor Interest”).

(C) The parties wish to amend and restate the Participation Agreement as set out in Section 1 of this Agreement, with effect from the date of this Agreement.

(D) Ark Pacific and the Incoming Party wish for all of Ark Pacific’s rights and obligations under the Participation Agreement to be transferred to the Incoming Party, and the Continuing Parties accept such transfer.

(E) The parties have therefore agreed to novate Ark Pacific’s rights and obligations under the Participation Agreement to the Incoming Party on the terms of this Agreement.

1

NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment and restatement of Participation Agreement

(a) With effect from the Effective Date, the parties agree to adopt and replace the Participation Agreement in the form attached hereto as Schedule I.

2. Novation of Participation Agreement

(a) Ark Pacific hereby assigns, transfers and conveys to the Incoming Party all of Ark Pacific’s rights, title and interest in, to and under the Participation Agreement in accordance with the terms thereof, as of the date of this Agreement (the “Effective Date”).

(b) The Incoming Party hereby agrees to assume and perform all of Ark Pacific’s obligations, liabilities and duties under the Participation Agreement arising from and after the Effective Date, pursuant and subject to the terms of the Participation Agreement.

(c) Each of Grantor, Participant and the Incoming Party agrees to continue to perform the Participation Agreement and be bound by its terms in every way as if the Incoming Party were the original party to the Participation Agreement in place of Ark Pacific.

(d) Each of Grantor and Participant irrevocably and unconditionally releases Ark Pacific from all liability and obligations under the Participation Agreement, and Ark Pacific irrevocably and unconditionally releases Grantor and Participant from all liability and obligations under the Participation Agreement, in each case arising from and after the Effective Date.

3. This Agreement shall be governed by and construed in accordance with the laws Hong Kong.

4. A person who is not a party has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the laws of Hong Kong) to enforce or to enjoy the benefit of any term of this Agreement.

[Signature pages follow]

2

IN WITNESS WHEREOF, this Agreement has been executed on date first written above.

ARK PACIFIC

SIGNED	)
by ARK PACIFIC INVESTMENT	)
MANAGEMENT LIMITED	)
acting by	)	/s/ Ng Chi Keung Kenneth
	)	Name: NG CHI KEUNG KENNETH
	)	Title: DIRECTOR

[Signature Page to Agreement of Amendment and Novation]

GRANTOR

SIGNED	)
by SPLENDID DAYS LIMITED	)
acting by	)
	)	/s/ Lau Tak Kei Arthur
	)	Name: LAU TAK KEI ARTHUR
	)	Title: DIRECTOR

[Signature Page to Agreement of Amendment and Novation]

PARTICIPANT

SIGNED	)
by ARK PACIFIC SPECIAL OPPORTUNITIES	)
FUND I, L.P.	)
acting by its General Partner	)	/s/ Ng Chi Keung Kenneth
ARK PACIFIC INVESTMENT	)	Name: NG CHI KEUNG KENNETH
MANAGEMENT LIMITED	)	Title: DIRECTOR

[Signature Page to Agreement of Amendment and Novation]

THE INCOMING PARTY

SIGNED	)
by TRUTH BEAUTY LIMITED	)
acting by	)
	)	/s/ Cyrus Jun-Ming wen
	)	Name: CYRUS JUN-MING WEN
	)	Title: DIRECTOR

[Signature Page to Agreement of Amendment and Novation]

SCHEDULE I

Form of Amended Participation Agreement

Schedule I – Form of Amended Participation Agreement

PARTICIPATION AGREEMENT

PARTICIPATION AGREEMENT, effective as of December 4, 2015 and amended and restated on February 28, 2018 (this “Agreement”), among Splendid Days Limited (“Grantor”), Ark Pacific Special Opportunities Fund I, L.P. (“Participant”) and Ark Pacific Investment Management Limited (“Administrator”).

WHEREAS, on November 24, 2015, Grantor entered into the Convertible Note and Warrant Purchase Agreement identified in Schedule I attached hereto (the “Purchase Agreement”) with The9 Limited (the “Issuer”) and certain security providers listed in schedule 1 to the Purchase Agreement, a copy of which is attached hereto as Exhibit A;

WHEREAS, upon the closing of the issuance of the convertible notes and warrants pursuant to the Purchase Agreement (the “PA Closing”), Grantor will hold, among other things, the secured convertible redeemable notes and warrants identified in Schedule II attached hereto (the “Underlying Instruments”), in each case issued by the Issuer pursuant to the Purchase Agreement (copies of the forms of terms and conditions of the Underlying Instruments are attached hereto as Exhibit B);

WHEREAS, the parties hereto have agreed, among other things, that Grantor shall grant an undivided risk participation to Participant of Grantor’s interest in, to and under such portion of the Underlying Instruments constituting the initial principal amount as set forth opposite each Underlying Instrument in Schedule II (such initial principal amount, the “Grantor Interest”), and the Administrator will provide certain administration services in respect of the Grantor Interest;

NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.

(a) Grant. Subject to the terms and conditions of this Agreement and the completion of the Participation Closing (as defined below), Grantor shall grant to Participant and Participant shall acquire and hold a risk participation interest constituting a derivative payment interest (as further explained in Section 1(b)) (the “Participation”) in the Grantor Interest, effective as of the PA Closing. Partial settlements of the Grantor Interest pursuant to Section 5 shall have the effect of lowering the Grantor Interest in an amount equal to portion of the Grantor Interest that is settled. If the outstanding principal amount under any Underlying Instrument is increased on the third anniversary of the date of issuance of such Underlying Instrument, the Grantor Interest shall be proportionately increased. Administrator shall calculate the then applicable Grantor Interest subsequent to each settlement and upon any increase upon the third anniversary of the date of issuance of the Underlying Instruments and maintain records showing the date of such settlements and the Grantor Interest as adjusted from time to time.

(b) Derivative Payment Interest. It is understood and agreed that, notwithstanding Participant’s right to request (but not require) settlement in the form of ADSs as set forth in Section 5, this Participation (i) shall constitute a relationship between Grantor and Participant as debtor and creditor with the right of Participant to receive payments in cash from Grantor, restricted to the extent of an amount equal to the relevant portion of any payments of cash actually received by Grantor from the Issuer or other obligor and subject to reduction as set forth herein, and such right shall take reference to, or shall be attributed to, the Grantor Interest as further provided in Section 5 below; and (ii) shall not constitute (A) a sale of a true participation or (B) a transfer of any rights or obligations under the Grantor Interest and Participant shall have no proprietary interest of any kind in the Grantor Interest, whether by way of beneficial ownership, referred to therein or relating thereto. It is further understood and accepted that no contractual relationship shall exist by reason of this Agreement between Issuer and any other party to the Purchase Agreement or the Underlying Instruments (other than Grantor pursuant to this Agreement) on the one hand and Participant on the other hand. Grantor shall not by virtue of the provisions of this Agreement be deemed to be, or otherwise become, an agent, nominee, trustee or fiduciary for Participant in respect of the Grantor Interest.

Schedule I – Form of Amended Participation Agreement

Section 2. Closing. The closing under this Agreement (the “Participation Closing”) shall occur two (2) Business Days (as defined in the Purchase Agreement) prior to the intended date of the PA Closing. At the Participation Closing, Participant shall pay the amount set out in Schedule III (the “Consideration”) to Grantor by wire transfer of immediately available funds to the bank account and in accordance with the instructions set forth on Schedule IV attached hereto; provided that each of the conditions precedent set forth in Section 4 of this Agreement have been satisfied (or waived in accordance with the provisions hereof). Grantor shall notify Participant of the intended date of the PA Closing and the intended date of the Participation Closing no less than two (2) Business Days prior to the intended date of the Participation Closing. If the PA Closing has not occurred by the date that is ten (10) Business Days after the Participation Closing, Grantor shall return the Consideration to Participant and this Agreement shall terminate.

Section 3. Participant’s Obligations; Compliance with Purchase Agreement and Underlying Instruments. From and after the PA Closing, Participant hereby accepts the Participation and agrees to make payments to Grantor equal to all payments required to be made by Grantor in the observation, performance of its duties, liabilities and obligations pursuant to the Purchase Agreement and the Underlying Instruments (including, for the avoidance of doubt, the payment of any exercise price under any warrant that is an Underlying Instrument, to the extent that such warrant is exercised) solely to the extent of the Grantor Interest. Participant shall, upon demand by Grantor, make payments to Grantor in the amount of such portion of any tax, duties, costs and expenses (including legal fees) attributable to the Grantor Interest in connection with holding, exercising any rights under, disposing of, enforcing any security in relation to, or otherwise taking any actions connected to, the Underlying Instruments.

Section 4. Conditions Precedent.

(a) The obligation of Participant to pay the Consideration upon the Participation Closing is subject to the fulfillment (or waiver by Participant) of each of the following conditions at the Participation Closing: (i) all representations and warranties of Grantor and Administrator shall be true and correct; and (ii) Grantor and Administrator shall have complied in all material respects with all covenants required by this Agreement to be complied with by it on or before the date of the Participation Closing.

(b) The obligation of Grantor to grant the Participation in the Grantor Interest to Participant effective as of the PA Closing is subject to the fulfillment (or waiver by Grantor) of each of the following conditions at the Participation Closing: (i) the PA Closing shall have occurred; (ii) all representations and warranties of Participant shall be true and correct; and (iii) Participant shall have complied in all material respects with all covenants required by this Agreement to be complied with by it on or before the date of the Participation Closing.

Schedule I – Form of Amended Participation Agreement

Section 5. Settlement.

(a) Subject to all restrictions and limitations set forth in the Transaction Documents (as defined in the Purchase Agreement) and all restrictions and limitations set forth in applicable Law (as defined in the Purchase Agreement), including without limitation the Securities Act (as defined in the Purchase Agreement), Participant shall at any time have a right to issue a settlement request notice in the form set out in Schedule V to Grantor and Administrator with respect to all or any portion of the then applicable Grantor Interest (a “Settlement Request”), which notice shall set forth (i) the portion of the then applicable Grantor Interest with respect to which settlement is requested and (ii) the preferred form of settlement (being cash (either pursuant to redemption of the Underlying Instruments, if available at such time pursuant to the Transaction Documents or conversion or exercise of the Underlying Instruments and sale of the resulting ADSs) (a “Cash Settlement Request”) or ADSs (as defined in the Purchase Agreement)) (an “ADS Settlement Request”).

(b) Grantor shall use commercially reasonable efforts to fulfill the Settlement Request within 30 days after receipt by Grantor of such notice.

(i) If Grantor does not fulfill a Cash Settlement Request within such 30-day period, Grantor may elect to fulfill such Cash Settlement Request in the form of transfer of ADSs to Participant.

(ii) If Grantor does not fulfill an ADS Settlement Request within such 30-day period, Grantor may elect to fulfill such ADS Settlement Request in the form of cash.

(iii) If Grantor determines in its sole discretion that neither cash settlement nor settlement in ADSs is feasible, Grantor may fulfill the Settlement Request by assigning the relevant Underlying Instruments constituting the then outstanding Grantor Interest to Participant net of In-Kind Fees and Expenses (as defined below).

Section 6. Post-Closing Payments.

(a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less:

(i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and

(ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring).

Schedule I – Form of Amended Participation Agreement

(b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request):

(i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a);

(ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market.

(c) If Grantor makes any payment to Participant pursuant to this Agreement (a “Prior Payment”) and Grantor is required to return to any person or entity all or any portion of any distribution in respect of which such Prior Payment was made (the “Distributions Subject to Return”), Participant shall, upon the written request of Grantor, return to Grantor amounts equivalent to the Distributions Subject to Return plus any interest or penalties thereon that Grantor is required to pay in respect of such Distributions Subject to Return. Any such Distributions Subject to Return received by Participant shall be promptly paid over to Grantor pursuant to the wire instructions provided by Grantor.

(d) Other than as provided in Section 5, Grantor shall have no obligation to exercise any rights under the Transaction Documents at any time whatsoever (whether at the instruction of Participant or otherwise) and shall have no obligation to sell to any third party or transfer to Participant any securities or any other non-cash distributions at any time whatsoever (whether at the instruction of Participant or otherwise). Participant shall only have the right to receive any amounts actually received by Grantor attributable to the Grantor Interest or the sale or other disposition thereof (less any amounts contemplated by this Section 6, including the relevant Fees and Expenses) in accordance with Sections 5 and 6.

Schedule I – Form of Amended Participation Agreement

Section 7. Notices. Any notices shall be delivered to Participant at the address set forth in Schedule VI or such other address as Participant may designate from time to time.

Section 8. Purchase Agreement and Underlying Instruments. Each of Grantor and Administrator makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with each of the Purchase Agreement and/or Underlying Instruments or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of each of the Purchase Agreement and Underlying Instruments or any other instrument or document furnished pursuant thereto, and (b) the financial condition of any of the Issuer or any other obligor or the performance or observance by any of the Issuer or any other obligor of any of the respective obligations under each of the Purchase Agreement and Underlying Instruments or any other instrument or document furnished pursuant hereto or thereto

Section 9. Grantor Representations and Warranties. Each of Grantor and Administrator hereby severally and not jointly represents and warrants to Participant as follows:

(a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation and has the power and authority to carry on its present business and operations and to enter into and perform its obligations under this Agreement;

(b) this Agreement has been duly and validly authorized, executed and delivered by it and is the legal, valid and binding obligation of Grantor and enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles;

(c) Neither the execution, delivery or performance of this Agreement by it nor consummation of the transactions contemplated hereby will violate or contravene any law, rule, regulation, order, agreement, or instrument affecting it or the Grantor Interest; and

(d) No proceedings are pending against it or to the best of its knowledge, threatened against it before any governmental authority that will materially and adversely affect (i) the Grantor Interest or the obligations assumed hereunder, or (ii) any action taken or to be taken by it under this Agreement.

Section 10. Participant Representations and Warranties. Participant hereby represents and warrants to Grantor and Administrator as follows:

(a) Participant is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation and has the power and authority to carry on its present business and operations and to enter into and perform its obligations under this Agreement;

Schedule I – Form of Amended Participation Agreement

(b) This Agreement and the other documents to which it is a party in connection herewith have been duly authorized, executed and delivered by Participant and constitutes a legal, valid and binding obligation of Participant enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights of creditors generally and general principles of equity, whether considered at a proceeding at law or in equity;

(c) Any interest obtained by Participant hereunder is and shall be acquired by it for its own account for investment and not with a view to resale or distribution, provided that the disposition of its property shall at all times be and remain within its control;

(d) Neither the execution and delivery by Participant of this Agreement nor the consummation by Participant of any of the transactions contemplated hereby (1) violates any provision of any law, rule, regulation, organizational document or material agreement binding on Participant or creates a relationship which would be in violation thereof or (2) requires registration under Section 5 of the United States Securities Act of 1933;

(e) There are no pending or, to the best of Participant’s knowledge, threatened actions or proceedings against Participant before any court, governmental body, arbitration board, administrative agency or tribunal which, if determined adversely to Participant, would materially adversely affect the ability of Participant to perform its obligations under this Agreement;

(f) Neither Participant nor any of its officers, directors or employees nor any other person acting for or on behalf of Participant has, directly or indirectly, made any contribution, gift, bribe, payoff, influence payment, kickback or any other fraudulent payment in any form, whether in money, property or service, or made any promise to pay, or authorized the payment of any money or the giving of anything of value, to any public official or otherwise (a) to obtain favorable treatment in securing business, (b) to pay for favorable treatment for business secured or (c) to obtain special concessions or for special concessions already obtained, for or in respect of Participant or any of its affiliates, in each case of (a), (b) and (c), that would have been in violation of any applicable law, including any anti-bribery law;

(g) The operations of Participant and its affiliates, including the Participation by Participant pursuant to this Agreement, are, have been and will be conducted at all times in compliance with all applicable money laundering statutes of all applicable jurisdictions, the rules and regulations promulgated thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental authority or any arbitrator or non-governmental authority involving Participant or any of its affiliates with respect to the Money Laundering Laws is pending or, to the knowledge of Participant, threatened;

(h) All information and documentation provided by Participant to Grantor and/or Administrator, including all information and documentation provided by Participant to Grantor and/or Administrator to enable them to conduct “know your customer” due diligence is true, correct and does not fail to disclose any material facts; and

Schedule I – Form of Amended Participation Agreement

(i) Participant (A) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the United States Securities Act of 1933 and meets any applicable suitability tests, (B) has received or otherwise obtained information which is adequate and is capable of utilizing such information for purposes of sufficiently evaluating the merits and risks of purchasing the Participation, (C) is able to bear the economic risks of the investment and has had the opportunity to ask questions to Grantor with respect to the investment, (D) is aware that Grantor or Administrator may currently have, and later may come into possession of, information with respect to the Issuer that is not known to Participant and that may be material to its decision to purchase the Participation, and neither Grantor nor Administrator shall be under any obligation to share any such information with Participant, (E) is aware that Grantor and Administrator possess limited information regarding the Issuer, and have received no representations or other assurances from the Issuer as to the accuracy or completeness of information regarding the Issuer or the Underlying Instruments other than as set forth in the Transactions Documents (as defined in the Purchase Agreement) and that Participant should not rely upon Grantor or Administrator for any due diligence on the Issuer or any of its security holders or affiliates, (F) is not relying on Grantor or Administrator in any respect, including, without limitation, with respect to legal, tax or economic considerations, in making its investment decision, (G) is aware that the Underlying Instruments or other securities of the Issuer may be held by Grantor, Administrator or any of their affiliates, (H) is aware that an investment in the Participation is highly illiquid, (I) is aware that the Participation constitutes the general and unsecured contractual obligations of Grantor and such obligations will rank equally in right of payment with all other current and subsequent unsecured unsubordinated contractual obligations of Grantor, (J) is aware that the Participation will also be effectively subordinated to any secured debt of Grantor and structurally subordinated to the liabilities of Grantor’s subsidiaries, (K) is aware there are no limitations on the issuance of additional debt by Grantor or its subsidiaries, including secured debt, (L) is aware that in the case of an insolvency of Grantor, secured liabilities of Grantor will have priority over unsecured obligations such as the Participation, (M) is aware that the Participation will not be guaranteed by any of the Grantor’s subsidiaries, and (N) has consulted its own legal, regulatory, tax, financial and accounting advisors to the extent it considers necessary, and has formed its own decision to invest in the Participation based upon its own judgment and advice from the advisors it considers necessary.

Section 11. Indemnities.

(a) Participant shall indemnify, defend, and hold Grantor and Administrator and their respective officers, directors, agents, partners, members, controlling Entities and employees (collectively, “Indemnitees”) harmless from and against any liability, claim, cost, loss, judgment, damage or expense (including reasonable attorneys’ fees and expenses) that Indemnitees incur or suffer as a result of, or arising out of (a) Participant’s breach of any of Participant’s representations, warranties, covenants or agreements in this Agreement, or (b) any obligation of Participant, Grantor or Administrator to disgorge, in whole or in part, or otherwise reimburse (by setoff or otherwise) Issuer or any other obligor or any other entity for any payments, property (including collateral), setoffs or recoupments received, applied or effected by or for the account of Grantor or Administrator under or in connection with the Grantor Interest or otherwise from, against or on account of the Issuer or any other obligor and not distributed by Grantor to Participant.

(b) The indemnity set forth above is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this Agreement, and it is not necessary for a party to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement.

Schedule I – Form of Amended Participation Agreement

Section 12. Further Actions. Participant covenants and agrees, at its own expense, to execute and deliver, at the request of Grantor or Administrator, such further instruments and to take such other action as Grantor or Administrator may reasonably request to more effectively consummate the transactions, assignments and assumptions contemplated by this Agreement.

Section 13. Headings. Headings used herein are for convenience only and shall not in any way affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 14. Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Section 15. Execution in Counterparts. This Agreement and any amendments, waivers or consents hereto may be executed by Grantor, Participant and Administrator in separate counterparts (or upon separate signature pages bound together into one or more counterparts), each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.

Section 16. Successors and Assigns. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto, and their respective permitted successors and assigns. Participant may not assign or grant a sub-participation in the Participation or any of its rights hereunder or any part thereof or interest therein without the prior written consent of Grantor.

Section 17. Grantor and Administrator Authority. Neither Grantor nor Administrator shall be held to the standard of care of a fiduciary or agent nor shall either of them be a fiduciary or agent for Participant but shall exercise only the same care in the administration of the Participation as if they had not granted the Participation. Notwithstanding the foregoing, (i) neither Grantor nor Administrator shall be liable for any error in judgment or for any action taken or omitted to be taken by it hereunder except for its gross negligence or willful misconduct, (ii) any calculations or determinations expressed to be made by Grantor or Administrator hereunder shall be made in the sole and absolute discretion of Grantor or Administrator (as applicable), and shall be conclusive and binding upon Participant in the absence of gross negligence or willful misconduct, and (iii) Grantor and Administrator may rely on legal counsel, independent public accountants and other experts selected or accepted by Grantor or Administrator and shall not be liable for any action taken or omitted to be taken in good faith by Grantor or Administrator in accordance with the advice of such counsel, accountants or experts.    

Section 18. Information. For the avoidance of doubt, Participant shall have no right to receive any information and documents received by Grantor or Administrator from time to time with respect to the Purchase Agreement and/or the Underlying Instruments. If and to the extent any such information is provided to Participant, Participant agrees that (i) it shall maintain the confidentiality of any such information and documents to the extent required therein and to the same extent as if it were a party to the Purchase Agreement; and (ii) it shall not rely upon any such information, which shall not be considered as being approved by or verified by or sourced from Grantor, Administrator or the Issuer in any respect or as being true, accurate and complete.

Schedule I – Form of Amended Participation Agreement

Section 19. Actions. For the avoidance of doubt, Grantor and Administrator shall take (or refrain from taking) any action with respect to the Grantor Interest under the Purchase Agreement and the Underlying Instruments in their sole discretion.

Section 20. Onshore Mortgage. Participant hereby acknowledges that the Onshore Mortgages referred to in the Purchase Agreement do not, as a matter of law, secure the Underlying Instruments.

Section 21. Set-Off. The Grantor may at any time (without prejudice to any other right it may be entitled) set-off and apply any sums due, owing or payable by Participant (or its successor or assign) to the Grantor or Administrator, against the liabilities of the Grantor under this Agreement.

Schedule I – Form of Amended Participation Agreement

IN WITNESS WHEREOF, Grantor, Participant and Administrator have caused this Agreement to be duly executed as of the day and year first written above.

SPLENDID DAYS LIMITED, as Grantor

By:

Name:

Title:

ARK PACIFIC SPECIAL

OPPORTUNITIES FUND I, L.P., as

Participant

By:

Name:

Title:

ARK PACIFIC INVESTMENT

MANAGEMENT LIMITED, as

Administrator

By:

Name:

Title:

Schedule I – Form of Amended Participation Agreement

Schedule I

Purchase Agreement

A convertible note and warrant purchase agreement entered into on November 24, 2015, by and among The9 Limited, GameNow.net (Hong Kong) Limited, China The9 Interactive Limited, China The9 Interactive (Shanghai) Ltd. (九城互动信息技术（上海）有限公司), The9 Computer Technology Consulting (Shanghai) Co., Ltd. (第九城市计算机咨询（上海）有限公司, Shanghai The9 Information Technology Co., Ltd. (上海第九城市信息技术有限公司) and Splendid Days Limited.

Schedule I – Form of Amended Fee Letter

Schedule II

Underlying Instruments and Grantor Interest

Underlying Instrument	Grantor Interest
Tranche A Convertible Notes (as defined in the Purchase Agreement)	US$4,444,444
Tranche B Convertible Notes (as defined in the Purchase Agreement)	US$2,666,667
Tranche C Convertible Notes (as defined in the Purchase Agreement)	US$888,889
Tranche I Warrants (as defined in the Purchase Agreement)	US$888,889

Schedule I – Form of Amended Fee Letter

Schedule III

Consideration

The Consideration shall be equal to US$8,000,000.

Schedule I – Form of Amended Fee Letter

Schedule IV

Payment Details

Please wire funds in USD to:

Beneficiary Bank:

Swift Code:

Beneficiary Account Name:

Beneficiary Account Number:

Schedule I – Form of Amended Fee Letter

Schedule V

Form of Settlement Request

SETTLEMENT REQUEST

Date:

Reference is made to the Participation Agreement (the “Participation Agreement”) entered into between the undersigned, Splendid Days Limited (the “Grantor”), and Ark Pacific Investment Management Limited on [date]. This is a [Cash][ADS] Settlement Request in accordance with and pursuant to section 5(a) of the Participation Agreement.

Capitalized terms used herein not otherwise defined shall have the meanings as ascribed to them in the Participation Agreement.

The undersigned hereby requests that the following amount of the Underlying Instruments indicated below be settled in the form of [cash][ADSs].

Principal amount of [Tranche [•] 12.00% Senior Convertible Note of the Issuer][Tranche [•] Warrant to Purchase American Depositary Shares of the Issuer (the “Warrant”)] to be settled:

[In the case of settlement of Tranche I Warrant by cashless exercise only:

The undersigned hereby requests that the settlement of the Warrant be effected by means of cashless exercise in accordance with the terms and conditions of the Warrant.]

[In the case of settlement of Tranche A/B/C Warrant by Loan Waiver Notice only:

A copy of a Loan Waiver Notice (as defined in the terms and conditions of the Warrant) is attached herewith in relation to such principal amount of the Onshore Loan (as defined in the terms and conditions of the Warrant) as is equal to the principal amount of the Warrant to be settled, and accordingly no cash exercise price is payable in relation to the settlement in accordance with the terms and conditions of the Warrant.]

[In the case of settlement of Tranche I Warrant or Tranche A/B/C Warrant by payment in cash

Schedule I – Form of Amended Fee Letter

of the warrant exercise price:

Unless otherwise agreed by Grantor, the undersigned hereby confirms that on even date herewith it has transmitted to the bank account of Grantor set forth on Schedule IV to the Participation Agreement (as amended from time to time by Grantor) an amount equal to the aggregate warrant exercise price by wire transfer of immediately available funds ].

Name and address of person in whose name the ADSs will be registered[, should Grantor elect for settlement by way of ADSs pursuant to Section 5(b)(i) of the Participation Agreement]:

Name:

For and on behalf of

[Participant]

Schedule I – Form of Amended Fee Letter

Schedule VI

Address of Participant

Walkers Corporation Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands

Schedule I – Form of Amended Fee Letter

Exhibit A

Executed Copy of the Purchase Agreement

Schedule I – Form of Amended Fee Letter

Exhibit B

Form of the Terms and Conditions of the Underlying Instruments

Schedule I – Form of Amended Fee Letter