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 December 2020
Commission File Number: 001-34238
THE9 LIMITED
17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
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* | Unaudited financial information as of and for the six<br>months ended June 30, 2020 of The9 Limited |
| * | Exhibit 99.1 is furnished herewith solely for the purpose of meeting the requirements under Nasdaq Stock Market Rule 5250(c)(2)<br>in connection with submission of an interim balance sheet and income statement as of the end of its second quarter. |
| --- | --- |
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: December 30, 2020
Exhibit 99.1
The9 Limited Announces Unaudited FinancialInformationAs of and For the Six Months Ended June 30, 2020
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, 2020 and its unaudited consolidated balance sheet as of June 30, 2020.
THE9LIMITED
UNAUDITEDINTERIM CONSOLIDATED STATEMENTS OF INCOME INFORMATION
(Expressed in Renminbi – RMB and US Dollar – US$, except share data)
| Six month ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2019 | 2020 | 2020 | ||||||
| RMB | RMB | US | ||||||
| (Note) | ||||||||
| Revenues: | ||||||||
| Online game services | 263,579 | 457,948 | ||||||
| Other revenues | - | 7,778 | ||||||
| Sales taxes | (12,252 | ) | - | |||||
| Total net revenues | 251,327 | 465,726 | ||||||
| Cost of revenues | (115,060 | ) | (1,242,790 | ) | ) | |||
| Gross profit (loss) | 136,267 | (777,064 | ) | ) | ||||
| Operating (expenses) income: | ||||||||
| Product development | (8,658,009 | ) | (118,237 | ) | ) | |||
| Sales and marketing | (852,176 | ) | (297,853 | ) | ) | |||
| General and administrative | (33,479,081 | ) | (57,359,337 | ) | ) | |||
| Gain on disposal of subsidiaries | 1,235,874 | 384,483,491 | ||||||
| Total operating (expenses) income | (41,753,392 | ) | 326,708,064 | |||||
| Other operating income, net | 22,680 | 27,358 | ||||||
| (Loss) gain from operations | (41,594,445 | ) | 325,958,358 | |||||
| Impairment on other investments | - | (10,000,000 | ) | ) | ||||
| Interest expense, net | (17,193,207 | ) | (7,495,801 | ) | ) | |||
| Fair value change on warrants liability | (964,594 | ) | (123,056 | ) | ) | |||
| Gain on disposal of equity investee and available-for-sale investments | 3,694,628 | - | ||||||
| Gain on disposal of other investments | - | 2,818,643 | ||||||
| Other income (expenses), net | 7,840,727 | (12,002,498 | ) | ) | ||||
| (Loss) gain before income tax expense and share of loss in equity method investments | (48,216,891 | ) | 299,155,646 | |||||
| Income tax benefit | - | - | ||||||
| Gain on extinguishment of convertible notes | - | 148,647,177 | ||||||
| Share of loss in equity method investments | (1,824,878 | ) | - | |||||
| Net (loss) gain | (50,041,769 | ) | 447,802,823 | |||||
| Net loss attributable to noncontrolling interest | (7,030,290 | ) | (2,032,463 | ) | ) | |||
| Net loss attributable to redeemable noncontrolling interest | (2,525,192 | ) | (738,246 | ) | ) | |||
| Net (loss) gain attributable to The9 Limited | (40,486,287 | ) | 450,573,532 | |||||
| Change in redemption value of redeemable noncontrolling interest | (10,497,201 | ) | (738,246 | ) | ) | |||
| Net (loss) gain attributable to holders of ordinary shares | (50,983,488 | ) | 449,835,286 | |||||
| Other comprehensive loss, net of tax: | ||||||||
| Currency translation adjustments | (2,642,951 | ) | (1,259,760 | ) | ) | |||
| Total comprehensive (loss) gain | (52,684,720 | ) | 446,543,063 | |||||
| Comprehensive (loss) gain attributable to: | ||||||||
| Noncontrolling interest | (9,063,344 | ) | (2,295,550 | ) | ) | |||
| Redeemable noncontrolling interest | (2,525,192 | ) | (738,246 | ) | ) | |||
| The9 Limited | (41,096,184 | ) | 449,576,859 | |||||
| Net loss attributable to holders of ordinary shares per share: | ||||||||
| - Basic and diluted | (0.60 | ) | 3.88 | |||||
| Weighted average number of shares outstanding: | ||||||||
| - Basic and diluted | 84,283,464 | 115,876,017 |
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$1.00 = RMB7.0651, representing the noon buying rate on the last trading day of June 2020 (June 30, 2020) as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.
THE9LIMITED
UNAUDITEDCONSOLIDATED BALANCE SHEETS INFORMATION
(Expressed in Renminbi – RMB and US Dollar – US$)
| As of December 31, 2019 | As of June 30,<br> <br>2020 | As of June 30, 2020 | ||||||
|---|---|---|---|---|---|---|---|---|
| RMB | RMB | US | ||||||
| (Note) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | 10,113,141 | 57,942,855 | ||||||
| Accounts receivable, net of allowance for doubtful accounts | 110,437 | 532,964 | ||||||
| Advances to suppliers | 11,246,608 | 353,499 | ||||||
| Prepayments and other current assets, net of allowance for doubtful accounts | 8,848,534 | 20,606,632 | ||||||
| Amounts due from related parties | 758,761 | 944,795 | ||||||
| Assets classified as held-for-sale | 123,390,350 | - | ||||||
| Total current assets | 154,467,831 | 80,380,745 | ||||||
| Investments | 10,000,000 | - | ||||||
| Property, equipment and software, net | 1,218,521 | 928,520 | ||||||
| Land use rights, net | - | - | ||||||
| Operating lease right-of-use assets | 9,257,604 | 6,872,223 | ||||||
| Other long-lived assets, net | 6,515,200 | 6,515,200 | ||||||
| TOTAL ASSETS | 181,459,156 | 94,696,688 | ||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Short-term borrowings | 117,526,089 | 84,272,527 | ||||||
| Accounts payable | 38,232,425 | 38,643,441 | ||||||
| Other taxes payable | 1,203,644 | 622,232 | ||||||
| Advances from customers | 39,527,778 | 39,733,943 | ||||||
| Other advances | 56,276,200 | - | ||||||
| Amounts due to related parties | 74,379,529 | 55,365,594 | ||||||
| Refund of game points | 169,998,682 | 169,998,682 | ||||||
| Warrants | 198,600 | 321,656 | ||||||
| Convertible notes | 414,127,908 | 3,543,737 | ||||||
| Interest payable | 5,371,931 | 6,320,440 | ||||||
| Accrued expenses and other current liabilities | 93,140,843 | 86,347,936 | ||||||
| Current portion of operating lease liabilities of the consolidated VIE without recourse to the Group | 3,407,670 | 3,139,867 | ||||||
| Liabilities directly associated with assets held-for-sale | 44,691,296 | - | ||||||
| Total current liabilities | 1,058,082,595 | 488,310,055 | ||||||
| Non-current portion of operating lease liabilities of the consolidated VIE without recourse to the Group | 6,251,705 | 4,213,565 | ||||||
| TOTAL LIABILITIES | 1,064,334,300 | 492,523,620 | ||||||
| Redeemable noncontrolling interest | 341,074,539 | 349,046,548 | ||||||
| SHAREHOLDERS’ EQUITY (DEFICIT): | ||||||||
| Class A ordinary shares | 7,321,099 | 10,852,149 | ||||||
| Class B ordinary shares | 648,709 | 648,709 | ||||||
| Additional paid-in capital | 2,539,552,478 | 2,573,788,331 | ||||||
| Statutory reserves | 28,071,982 | 28,071,982 | ||||||
| Accumulated other comprehensive loss | (3,777,952 | ) | (4,774,625 | ) | ) | |||
| Accumulated deficit | (3,410,856,231 | ) | (2,960,282,699 | ) | ) | |||
| The9 Limited shareholders’ deficit | (839,039,915 | ) | (351,696,153 | ) | ) | |||
| Noncontrolling interest | (392,881,777 | ) | (395,177,327 | ) | ) | |||
| Total shareholders’ deficit | (1,231,921,692 | ) | (746,873,480 | ) | ) | |||
| TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY | 181,459,156 | 94,696,688 |
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 = RMB7.0651, representing the noon buying rate on the last trading day of June 2020 (June 30, 2020) as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.