SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
The9 Limited
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
88337K104
(CUSIP Number)
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | 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. |
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).
(Continued on following pages)
| CUSIP NO. 88337K104 | Schedule 13 G |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jun Zhu |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
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| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
6,597,334 ordinary shares. Incsight Limited may also be deemed to have sole voting power with respect to the above shares. 6 SHARED VOTING POWER
13,020,168 ordinary shares. Incsight Limited may be deemed to have shared voting power with Bosma Limited with respect to the above shares. 7 SOLE DISPOSITIVE POWER
6,597,334 ordinary shares. Incsight Limited may also be deemed to have sole dispositive power with respect to the above shares. 8 SHARED DISPOSITIVE POWER
See item 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,597,334 ordinary shares |
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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¨
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.2%(1) |
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| 12 | TYPE OF REPORTING PERSON*
IN |
| (1) | Based on approximately 24,213,654 ordinary shares outstanding as of the date of this filing. |
| CUSIP NO. 88337K104 | Schedule 13 G |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Incsight Limited |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
6,597,334 ordinary shares. Jun Zhu may also be deemed to have sole voting power with respect to the above shares. 6 SHARED VOTING POWER
13,020,168 ordinary shares. Incsight Limited may be deemed to have shared voting power with Bosma Limited with respect to the above shares. 7 SOLE DISPOSITIVE POWER
6,597,334 ordinary shares. Jun Zhu may also be deemed to have sole dispositive power with respect to the above shares. 8 SHARED DISPOSITIVE POWER
See item 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,597,334 ordinary shares |
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.2%(1) |
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| 12 | TYPE OF REPORTING PERSON*
CO |
| (1) | Based on approximately 24,213,654 ordinary shares outstanding as of the date of this filing. |
| ITEM 1 |
(a). |
NAME OF ISSUER: | ||||||||||
| The9 Limited | ||||||||||||
| ITEM 1 |
(b). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: | ||||||||||
| Building No. 3, 690 Bibo Road Zhangjiang Hi-tech Park, Pudong New Area Shanghai 201203, People’s Republic of China |
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| ITEM 2 |
(a). |
NAME OF PERSON FILING: | ||||||||||
| Jun Zhu | ||||||||||||
| Incsight Limited | ||||||||||||
| ITEM 2 |
(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: | ||||||||||
| Jun Zhu Building No. 3, 690 Bibo Road Zhangjiang Hi-tech Park, Pudong New Area Shanghai 201203, People’s Republic of China |
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| Incsight Limited c/o Jun Zhu Building No. 3, 690 Bibo Road Zhangjiang Hi-tech Park, Pudong New Area Shanghai 201203, People’s Republic of China |
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| ITEM 2 |
(c). |
CITIZENSHIP: | ||||||||||
| Jun Zhu – PRC | ||||||||||||
| Incsight Limited – British Virgin Islands | ||||||||||||
| ITEM 2 |
(d). |
TITLE OF CLASS OF SECURITIES: | ||||||||||
| Ordinary Shares | ||||||||||||
| ITEM 2 |
(e). |
CUSIP NUMBER: | ||||||||||
| 88337K104 | ||||||||||||
| ITEM 3. |
Not Applicable | |||||||||||
| ITEM 4. |
OWNERSHIP: | |||||||||
| The following information with respect to the ownership of the Ordinary Shares of the issuer by the Reporting Person is provided as of February 14, 2006: | ||||||||||
| Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power the vote: |
Shared the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: | |||||||
| Jun Zhu |
6,597,334 | 27.2 | % | 6,597,334 | 13,020,168 | 6,597,334 | 0 | ||||||
| Incsight Limited |
6,597,334 | 27.2 | % | 6,597,334 | 13,020,168 | 6,597,334 | 0 |
| (Percent of class based on approximately 24,213,654 ordinary shares outstanding as of the date of this filing.) | ||||||||||
| Incsight Limited, a British Virgin Islands company, is the record owner of 6,597,334 ordinary shares of The9 Limited. Jun Zhu is the sole owner and director of Incsight Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, Jun Zhu may be deemed to beneficially own all of the shares held by Incsight Limited. | ||||||||||
| See Item 8 below regarding Incsight Limited’s membership in a group comprised of itself and Bosma Limited. | ||||||||||
| ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: | |||||||||
| Not applicable | ||||||||||
| ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: | |||||||||
| Not applicable | ||||||||||
| ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: | |||||||||
| Not applicable | ||||||||||
| ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: | |||||||||
| Incsight Limited and Bosma Limited are parties to a Voting Agreement, dated November 26, 2004 (the “Voting Agreement”) with respect to the election of The9 Limited’s board of directors. Pursuant to the rules promulgated under the Exchange Act, parties to the Voting Agreement may be considered members of a “group” and therefore deemed to be beneficial owners of the shares held by each other party to the Voting Agreement. This Schedule 13G acknowledges the existence of the Voting Agreement and the potential attribution of the shares held by Bosma Limited to Incsight Limited; however, Incsight Limited expressly disclaims the beneficial ownership of the shares held by Bosma Limited, and Bosma Limited is not participating in the filing of this Schedule 13G. The number of shares beneficially owned by each reporting person with shared voting power reflected above is based upon 6,422,834 shares believed to be owned by Bosma Limited. | ||||||||||
| ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP: | |||||||||
| Not applicable | ||||||||||
| ITEM 10. |
CERTIFICATION: | |||||||||
| Not applicable | ||||||||||
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.
Dated: February 14, 2006
| Jun Zhu | /s/ Jun Zhu | |||||
| Jun Zhu | ||||||
| Incsight Limited | By: | /s/ Jun Zhu | ||||
| Name: | Jun Zhu | |||||
| Title: | Director | |||||
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| A | Joint Filing Agreement |