UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2014

Commission File Number: 001-34238

 

 

THE9 LIMITED

 

 

Building No. 3, 690 Bibo Road

Zhangjiang Hi-tech Park, Pudong New Area

Shanghai 201203, People’s Republic of China

(Address of principal executive offices)

 

 

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

Form 20-F  x            Form 40-F  ¨

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

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

 

 

 

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SIGNATURE

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

 

Date: December 24, 2014

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Exhibit Index

 

Exhibit No.		Description
Exhibit 99.1		Unaudited Financial Information

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Exhibit 99.1

The9 Limited Announces Unaudited Financial Information

As Of and For the Six Months Ended June 30, 2014

In compliance with NASDAQ Rule 5250(c)(2), The9 Limited (the “Company”) hereby announces its unaudited consolidated statement of income for the six months ended June 30, 2014 and its unaudited consolidated balance sheet as of June 30, 2014.

THE9 LIMITED

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME INFORMATION

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

 

		Six months ended June 30,
		2013				2014				2014
		RMB				RMB				US$
										(Note)
Revenues:
Online game services			42,715,381				22,199,785				3,578,533
Other revenues			4,426,454				5,547,325				894,211
			47,141,835				27,747,110				4,472,744
Sales Taxes			(1,076,192	)			(326,865	)			(52,690	)
Net Revenues			46,065,643				27,420,245				4,420,054
Cost of Services			(43,889,715	)			(41,706,220	)			(6,722,906	)
Gross Profit (loss)			2,175,928				(14,285,975	)			(2,302,852	)
Operating Expenses:
Product development			(112,685,243	)			(79,550,315	)			(12,823,250	)
Sales and marketing			(67,008,994	)			(18,270,728	)			(2,945,182	)
General and administrative			(95,035,114	)			(51,629,447	)			(8,322,498	)
Impairment of Advances to suppliers			—				(3,555,845	)			(573,191	)
Total operating expenses			(274,729,351	)			(153,006,335	)			(24,664,121	)
Other operating Income			64,628				50,000				8,060
Loss from operations			(272,488,795	)			(167,242,310	)			(26,958,913	)
Interest income, net			5,770,963				1,482,111				238,911
Other income, net			2,316,469				3,276,714				528,196
Loss before gain on investment disposal, impairment loss on investments and share of loss in equity investments			(264,401,363	)			(162,483,485	)			(26,191,806	)
Gain on investment disposal			—				9,403,451				1,515,806
Impairment loss on investments			(32,789,319	)			—				—
Share of loss in equity investments			(1,964,279	)			(879,476	)			(141,769	)
Net loss			(299,154,961	)			(153,959,510	)			(24,817,769	)
Less: Net loss attributable to noncontrolling interest			(17,253,987	)			(12,046,743	)			(1,941,896	)
Net loss attributable to holders of ordinary shares			(281,900,974	)			(141,912,767	)			(22,875,873	)
Net loss			(299,154,961	)			(153,959,510	)			(24,817,769	)
Net loss attributable to holders of ordinary shares per share
- Basic and diluted			(12.07	)			(6.13	)			(0.99	)
Weighted average number of shares outstanding
- Basic and diluted			23,356,838				23,146,859				23,146,859

Note: The United States dollar (“US dollar” or “US$”) amounts disclosed in the accompanying financial statements are presented solely for the convenience of the readers at the rate of US$1.00 =RMB6.2036, representing the noon buying rate in the City of New York for cable transfers of RMB, as certified for customs purposes by the Federal Reserve Bank of New York, on June 30, 2014.

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THE9 LIMITED

UNAUDITED CONSOLIDATED BALANCE SHEETS INFORMATION

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

 

		As of December 31, 2013				As of June 30, 2014				As of June 30, 2014
		RMB				RMB				US$
										(Note)
Assets
Current Assets
Cash and cash equivalents			156,987,201				26,964,558				4,346,598
Accounts receivable			19,138,096				15,001,396				2,418,176
Due from related parties			—				1,562,106				251,806
Advances to suppliers			4,525,549				1,343,894				216,631
Prepayments and other current assets			32,464,598				40,192,481				6,478,896
Prepaid royalties			4,878,579				—				—
Deferred costs			68,217				38,981				6,284
Total current assets			218,062,240				85,103,416				13,718,391
Restricted cash			700,000				700,000				112,838
Investments in equity investees			50,848,141				40,914,626				6,595,304
Property, equipment and software			50,439,400				43,159,145				6,957,113
Goodwill			9,710,854				9,799,889				1,579,710
Intangible assets			128,643,824				114,587,331				18,471,102
Land use right			72,194,206				71,233,751				11,482,647
Other long-term assets			16,080,483				8,117,705				1,308,547
Total Assets			546,679,148				373,615,863				60,225,652
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable			69,376,348				65,111,063				10,495,690
Other taxes payable			1,238,852				1,459,710				235,300
Advances from customers			18,896,049				18,919,186				3,049,711
Amounts due to related parties			4,799,753				—				—
Deferred revenue			20,113,256				16,717,649				2,694,830
Refund of game points			169,998,682				169,998,682				27,403,231
Other payables and accruals			45,669,488				39,932,937				6,437,059
Total current liabilities			330,092,428				312,139,227				50,315,821
Long-term accounts payable			21,110,517				20,242,712				3,263,059
Deferred tax liabilities, non-current			5,343,060				5,392,048				869,180
Total Liabilities			356,546,005				337,773,987				54,448,060
Equity
Common shares (US$0.01 par value; 23,146,859 shares issued and outstanding as of December 31, 2013, 23,146,859 shares issued and outstanding as of June 30, 2014)			1,881,784				1,881,784				303,337
Additional paid-in capital			2,152,320,786				2,172,024,358				350,123,212
Statutory reserves			28,071,982				28,071,982				4,525,112
Accumulated other comprehensive loss			(8,987,041	)			(11,445,917	)			(1,845,044	)
Accumulated deficit			(1,912,569,874	)			(2,054,482,638	)			(331,175,873	)
The9 Limited shareholders’ equity			260,717,637				136,049,569				21,930,744
Noncontrolling interests			(70,584,494	)			(100,207,693	)			(16,153,152	)
Total equity			190,133,143				35,841,876				5,777,592
Total liabilities and equity			546,679,148				373,615,863				60,225,652

Note: The United States dollar (“US dollar” or “US$”) amounts disclosed in the accompanying financial statements are presented solely for the convenience of the readers at the rate of US$1.00 =RMB6.2036, representing the noon buying rate in the City of New York for cable transfers of RMB, as certified for customs purposes by the Federal Reserve Bank of New York, on June 30, 2014.

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1.

In July 2014, the Company and Qihoo 360 Technology Co., Ltd. (“Qihoo 360”) entered into an agreement to form a joint venture. Pursuant to the joint venture agreement, the Company and Qihoo 360 will each own 50% equity interest in the joint venture and share profits according to this ratio. The joint venture, System Link Limited, was formed in August 2014.

In August 2014, Red 5 Singapore Pte. Ltd., a wholly owned subsidiary of the Company, entered into a license agreement with System Link Limited for publishing and operating Firefall®, a MMO shooter game developed by Red 5 Studios, Inc., a subsidiary of the Company, for a five-year term in mainland China. Under this license agreement, System Link Limited will pay to Red 5 Singapore at least US$160 million including license fee and royalties during the contract period.

 

2.

In August 2014, the Company closed a transaction with Shanghai Zhengwu Investment Center (Limited Partnership) for the sale of the Company’s wholly-owned consolidated subsidiary Shanghai Huopu Cloud Computing Terminal Technology Co., Ltd. (“Huopu Cloud”) for a total consideration of RMB200 million in cash. Huopu Cloud developed and holds a web game QiJiGuiLai and has the right to receive a minority portion of royalties generated from the operation of the game Firefall® in mainland China upon payment and other conditions.

About The9 Limited

The9 Limited is an online game developer and operator in China. The9 develops and operates, directly or through its affiliates, its proprietary MMO, web and mobile games including Firefall®. In 2010, The9 established its wireless business unit to focus on mobile internet business including mobile games, mobile reading and mobile advertising. In 2013, The9 formed a joint venture with Shanghai ZTE to develop and operate home entertainment set top box business.

Safe Harbor Statement

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