6-K
The9 LTD (NCTY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2020
Commission File Number: 001-34238
THE9 LIMITED
17 Floor, No. 130 Wu Song Road
Hong Kou District, 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):________________
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | The9 Announces Unaudited<br> Financial Information as of and for the Six Months Ended December 31, 2019 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE9 LIMITED | ||
|---|---|---|
| By | : | /s/ George Lai |
| Name | : | George Lai |
| Title | : | Director and Chief Financial Officer |
Date: April 30, 2020
Exhibit 99.1
The9 LimitedAnnounces Unaudited Financial Informationas of and for the Six Months Ended December 31, 2019
The9 Limited (the “Company”) hereby announces its unaudited consolidated statement of income for the six months ended December 31, 2019 and its unaudited consolidated balance sheet as of December 31, 2019.
| THE9 LIMITED | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| UNAUDITED CONSOLIDATED<br> STATEMENTS OF INCOME INFORMATION | ||||||||||
| (Expressed in Renminbi<br> - RMB and US Dollars - US, except share data) | ||||||||||
| Six<br> months <br> ended December 31, | ||||||||||
| 2018 | 2019 | 2019 | ||||||||
| RMB<br><br> (unaudited) | RMB<br><br> (unaudited) | US<br> (Note) | ||||||||
| Revenues: | ||||||||||
| Online game services | 263,579 | 6,602,920 | 39,998 | |||||||
| Other revenues | - | 398,058 | 39,500 | |||||||
| 263,579 | 7,000,978 | 79,498 | ||||||||
| Sales<br> taxes | (12,252 | ) | (29,206 | ) | 10,670 | |||||
| Total<br> net revenues | 251,327 | 6,971,772 | 90,168 | |||||||
| Cost<br> of revenues | (115,060 | ) | (8,070,890 | ) | (1,227,206 | ) | ) | |||
| Gross<br> profit (loss) | 136,267 | (1,099,118 | ) | (1,137,038 | ) | ) | ||||
| Operating<br> (expenses) income: | ||||||||||
| Product development | (8,658,009 | ) | (12,383,432 | ) | (4,432,521 | ) | ) | |||
| Sales and marketing | (852,176 | ) | (809,751 | ) | (1,262,343 | ) | ) | |||
| General and administrative | (33,479,081 | ) | (61,566,994 | ) | (80,387,919 | ) | ) | |||
| Impairment on other long-lived assets | - | - | (34,881,000 | ) | ) | |||||
| Gain on disposal of subsidiaries | 1,235,874 | 197,456 | (28,949 | ) | ) | |||||
| Total<br> operating expenses | (41,753,392 | ) | (74,562,721 | ) | (120,992,732 | ) | ) | |||
| Other operating income, net | 22,680 | 117,008 | 7,560 | |||||||
| Loss<br> from operations | (41,594,445 | ) | (75,544,831 | ) | (122,122,210 | ) | ) | |||
| Impairment<br> on equity investments and available-for-sale investments | - | (1,386,174 | ) | (4,666,128 | ) | ) | ||||
| Impairment<br> on other investments | - | (7,776,157 | ) | (3,791,039 | ) | ) | ||||
| Impairment<br> on other advances | - | - | (5,980,788 | ) | ) | |||||
| Interest<br> (expenses) income, net | (17,193,207 | ) | (53,472,220 | ) | (17,289,773 | ) | ) | |||
| Gain<br> on disposal of equity investee and available-for-sale investment | 694,628 | - | - | |||||||
| Gain<br> on disposal of other investments | 3,000,000 | - | 10,430,588 | |||||||
| Fair<br> value change on warrants liability | (964,594 | ) | (667,617 | ) | 2,256,838 | |||||
| Foreign<br> exchange gain (loss) | 2,259,149 | (13,706,421 | ) | (7,733,151 | ) | ) | ||||
| Other<br> income, net | 5,581,578 | 1,150,481 | 3,791,074 | |||||||
| Loss<br> before income tax expense and share of loss in equity method investments | (48,216,891 | ) | (151,402,939 | ) | (145,104,589 | ) | ) | |||
| Income<br> tax benefit | - | - | - | |||||||
| Share<br> of loss in equity method investments | (1,824,878 | ) | (2,665,646 | ) | (1,022,382 | ) | ) | |||
| Net<br> loss for the period | (50,041,769 | ) | (154,068,585 | ) | (146,126,971 | ) | ) | |||
| Net<br> loss attributable to noncontrolling interest | (7,030,290 | ) | (8,812,728 | ) | (6,487,693 | ) | ) | |||
| Net<br> loss attributable to redeemable noncontrolling interest | (2,525,192 | ) | (3,157,709 | ) | (2,330,397 | ) | ) | |||
| Net<br> loss attributable to The9 Limited | (40,486,287 | ) | (142,098,148 | ) | (137,308,881 | ) | ) | |||
| Change<br> in redemption value of redeemable noncontrollling interest | (10,497,201 | ) | (18,005,020 | ) | (2,330,397 | ) | ) | |||
| Net<br> loss attributable to holders of ordinary shares | (50,983,488 | ) | (160,103,168 | ) | (139,639,278 | ) | ) | |||
| Other<br> comprehensive loss,net of tax: | ||||||||||
| Currency translation adjustments | (2,642,951 | ) | (1,012,104 | ) | 1,849,420 | |||||
| Total<br> comprehensive loss | (52,684,720 | ) | (155,080,689 | ) | (144,277,551 | ) | ) | |||
| Comprehensive<br> loss attributable to: | ||||||||||
| Noncontrolling interest | (9,063,344 | ) | (20,317,842 | ) | (10,674,774 | ) | ) | |||
| Redeemable noncontrolling interest | (2,525,192 | ) | (3,157,709 | ) | (2,330,397 | ) | ) | |||
| The9 Limited | (41,096,184 | ) | (131,605,138 | ) | (131,272,380 | ) | ) | |||
| Net<br> loss attributable to holders of ordinary shares per share | ||||||||||
| -<br> Basic | (0.60 | ) | (2.58 | ) | (1.31 | ) | ) | |||
| -<br> Diluted | (0.60 | ) | (2.58 | ) | (1.31 | ) | ) | |||
| Weighted average number<br> of shares outstanding | ||||||||||
| -<br> Basic | 84,283,464 | 62,114,760 | 106,407,008 | |||||||
| -<br> Diluted | 84,283,464 | 62,114,760 | 106,407,008 |
All values are in US Dollars.
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 = RMB6.9618, representing the noon buying rate on the last trading day of December 2019(December 31, 2019) as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.
| THE9 LIMITED | |||||||
|---|---|---|---|---|---|---|---|
| UNAUDITED CONSOLIDATED BALANCE SHEETS INFORMATION | |||||||
| (Expressed in Renminbi - RMB and US Dollars - US) | |||||||
| As of December 31, 2019 | |||||||
| RMB | US | ||||||
| (unaudited) | (Note) | ||||||
| Assets | |||||||
| Current Assets: | |||||||
| Cash and cash equivalents | 4,256,449 | 10,113,141 | |||||
| Accounts receivable, net of allowance for doubtful accounts of RMB1,149,864 and RMB1,319,331 as of December 31, 2018 and 2019, respectively | 592,897 | 110,437 | |||||
| Advances to suppliers | 15,808,042 | 11,246,608 | |||||
| Prepayments and other current assets, net of allowance for doubtful accounts of RMB 20,770,928 and RMB 5,343,427 as of December 31, 2018 and 2019, respectively | 6,148,787 | 8,848,534 | |||||
| Amounts due from related parties | 6,207,846 | 758,761 | |||||
| Assets classified<br> as held-for-sale | - | 123,390,350 | |||||
| Total current assets | 33,014,021 | 154,467,831 | |||||
| Investments | 45,216,118 | 10,000,000 | |||||
| Property, equipment and software, net | 17,352,445 | 1,218,521 | |||||
| Land use rights, net | 62,589,656 | - | |||||
| Operating lease right-of-use assets | - | 9,257,604 | |||||
| Other long-lived assets, net | 6,515,200 | 6,515,200 | |||||
| Total Assets | 164,687,440 | 181,459,156 | |||||
| Liabilities, Redeemable Noncontrolling Interest and Shareholders' Equity (Deficit) | |||||||
| Current Liabilities: | |||||||
| Short-term borrowings | 112,461,383 | 117,526,089 | |||||
| Accounts payable | 38,035,661 | 38,232,425 | |||||
| Other taxes payable | 2,949,082 | 1,203,644 | |||||
| Advances from customers | 39,631,950 | 39,527,778 | |||||
| Other advances | - | 56,276,200 | |||||
| Amounts due to related parties | 71,849,633 | 74,379,529 | |||||
| Deferred revenue | 159,125 | - | |||||
| Refund of game points | 169,998,682 | 169,998,682 | |||||
| Warrants | 1,490,844 | 198,600 | |||||
| Convertible notes | 375,257,140 | 414,127,908 | |||||
| Interest payable | 15,298,961 | 5,371,931 | |||||
| Accrued expenses and other current liabilities | 81,291,306 | 93,140,843 | |||||
| Current portion of operating lease liabilities | - | 3,407,670 | |||||
| Liabilities directly associated with assets classified<br> as held-for-sale | - | 44,691,296 | |||||
| Total current liabilities | 908,423,767 | 1,058,082,595 | |||||
| Non-current portion of operating lease liabilities | - | 6,251,705 | |||||
| Total Liabilities | 908,423,767 | 1,064,334,300 | |||||
| Redeemable Noncontrolling Interest | 341,074,539 | 349,046,548 | |||||
| Shareholders' Equity (Deficit): | |||||||
| Ordinary shares (US0.01 par value; 91,315,465 and nil shares issued and outstanding as of December 31, 2018 and 2019, respectively) | 6,502,658 | - | |||||
| Class A ordinary shares (US0.01 par value; nil and 103,737,691 shares issued and outstanding as of December 31, 2018 and 2019, respectively) | - | 7,321,099 | |||||
| Class B ordinary shares (US0.01 par value; nil and 9,192,011 shares issued and outstanding as of December 31, 2018 and 2019, respectively) | - | 648,709 | |||||
| Additional paid-in capital | 2,496,069,065 | 2,539,552,478 | |||||
| Statutory reserves | 28,071,982 | 28,071,982 | |||||
| Accumulated other comprehensive loss | (9,204,556 | ) | (3,777,952 | ) | ) | ||
| Accumulated deficit | (3,233,061,063 | ) | (3,410,856,231 | ) | ) | ||
| The9 Limited shareholders' deficit | (711,621,914 | ) | (839,039,915 | ) | ) | ||
| Noncontrolling interest | (373,188,952 | ) | (392,881,777 | ) | ) | ||
| Total shareholders' deficit | (1,084,810,866 | ) | (1,231,921,692 | ) | ) | ||
| Total<br> liabilities, redeemable noncontrolling interest and shareholders' equity (deficit) | 164,687,440 | 181,459,156 |
All values are in US Dollars.
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 = RMB6.9618, representing the noon buying rate on the last trading day of December 2019 (December 31, 2019) as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.
AboutThe9 Limited
The9 Limited is an Internet company based in China listed on Nasdaq in 2004. The9 aims to become a diversified high-tech Internet company.