The9 LTD 6-K, filed Aug 24, 2026
The9 LTD (NCTY)
About this 6-K
The9 LTD filed this 6-K on August 24, 2026.
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 August 2026
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 ¨
Explanatory Note
This current report on Form 6-K, including the exhibits hereto, is incorporated by reference into the amendment No. 4 to the registration statement on Form F-3 (File No. 333-295089) and shall be a part of such registration statement from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
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 Executive Officer | |
Date: August 24, 2026
Exhibit 15.1
August 24, 2026
The9 Limited
17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People's Republic of China
Re: Registration Statement on Form F-3 (File No. 333-295089)
Ladies and Gentlemen:
We are aware that our report dated August 24, 2026, on our review of interim financial information of The9 Limited (the “Company”) as of June 30, 2026 and for the three and six-month periods ended June 30, 2026 and 2025, and included in the Company’s Current Report on Form 6-K dated August 24, 2026, is incorporated by reference in this Registration Statement.
Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a “report” or “part” of this Registration Statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.
Very truly yours,
/s/ RBSM LLP
Houston, Texas
Exhibit 99.1
The9 Reports US$32 Million Net Income for Second Quarter of 2026, Up Over 39% Sequentially
Increase driven by the fair-value recognition of 9BIT tokens received under the Company’s cooperation agreement with the 9BIT Foundation as the9bit continued to expand AI capabilities, community engagement and commercial partnerships
HONG KONG, August 24, 2026 – The9 Limited (Nasdaq: NCTY) (“The9” or the “Company”), a global, diversified high-tech company, today reported its unaudited financial results for the three months ended June 30, 2026.
Second Quarter 2026 Highlights
| · | Strong sequential growth: Net income for the quarter was US$32 million, an increase of more than 39% from the previous quarter. |
| · | Record profitability: Net income for the first half of 2026 reached US$55 million, representing the highest half-year net income in The9’s history since its 2004 IPO. This increase was driven primarily by the fair-value recognition of 9BIT tokens received under the Company’s cooperation agreement with the 9BIT Foundation, an independent crypto foundation established in Panama. |
| · | The Company received 475 million 9BIT tokens during the second quarter. Cumulative allocations reached 1.9 billion 9BIT tokens for the six months ended June 30, 2026. |
| · | As of the date of this release, the Company’s AI-powered gaming ecosystem, the9bit, has more than 180,000 games that were created using its proprietary AI-assisted tools. |
| · | As of the date of this release, the Company’s total cryptocurrency holdings, including 347 BTC and 1.9 billion 9BIT tokens, are valued at approximately US$120 million based on quoted market prices. This estimate is provided for reference only and may not reflect realizable value. |
| · | Currently, the daily trading volume of 9BIT tokens across crypto exchanges is approximately US$10 million. |
| · | The Company’s investee Nanyang Biologics Pte. Ltd. (“NYB”), a Singapore-based, AI-driven drug discovery company, has taken a significant step toward its planned Nasdaq listing. At an extraordinary general meeting held on August 19, 2026, shareholders of RF Acquisition Corp II (Nasdaq: RFAI) voted to approve NYB’s proposed business combination, marking a key milestone in NYB’s effort to become a Nasdaq-listed company under the reserved ticker symbol “NYB.” Upon completion of the business combination, which remains subject to customary closing conditions, the Company is expected to hold approximately 15% to 16% of the combined, Nasdaq-listed company. |
The Company accounts for its digital assets in accordance with applicable U.S. GAAP, and its unaudited financial information for the quarter has been reviewed by The9’s independent auditors. For the full set of interim financial statements and the Report of Independent Registered Public Accounting Firm, please visit: the9.com/financials.
Business Development
During the quarter, The9 continued to refine the9bit’s operations, enhance the user experience and strengthen the platform’s AI capabilities. Since the9bit’s inception, users have created more than 180,000 games using the9bit’s proprietary AI-assisted tools. The Company is focused on translating this participation into a sustainable creator economy through improved creation tools, platform features, engagement mechanisms and broader utility for 9BIT.
The9 is advancing the9bit as an AI-native production operating system for interactive entertainment. Rather than relying on any single foundation model, the platform uses a model-agnostic orchestration layer to integrate different AI capabilities and production workflows. Users enter a single natural-language prompt, and the system converts it into a structured production blueprint, then coordinates specialized tasks across the broader development and production lifecycle. Each completed project generates production intelligence that can further improve task routing, automation and workflows, making the platform more efficient and capable as usage scales.
The Company also broadened the9bit’s commercial reach through offline cooperation and market development. Paid engagements have begun, including offline marketing campaigns for brand partners across Southeast Asia. The9bit has signed 41 brand partners, with an additional 127 potential partners in its pipeline. The Company believes these partnerships can link offline consumer activity with the9bit’s online creator and player community and deepen participation across the ecosystem. Building on this progress, the Company intends to explore partnership opportunities in the Americas and Europe, considering local market conditions, user preferences and regulatory requirements.
“We delivered our highest half-year net income since our IPO,” said George Lai, Chief Executive Officer of The9. “Meanwhile, we continued to build the capabilities that we believe will support The9’s long-term development – refining the9bit’s operations, improving the user experience, strengthening our AI-native production system and creating new links between our online community and offline commercial partners. These efforts are laying the foundation for a more active, resilient and scalable ecosystem. The market remains at an early stage and will continue to evolve, but we are confident in the long-term convergence of AI, user-generated content and digital assets, and in The9’s ability to capture opportunities in this space.”
Incentive Plan
As previously disclosed, the Board of Directors has approved a long-term incentive plan under which senior management will be eligible to receive equity awards representing up to 12% of the Company’s outstanding shares, contingent on the Company achieving higher quarterly net income in each of the remaining quarters of 2026 compared with the first quarter of 2026. Second-quarter net income of US$32 million exceeds first-quarter net income of US$23 million, satisfying the growth condition for the second quarter. The awards remain subject to multi-year vesting conditions and a three-year lock-up period.
Conference Call
The9’s management will host an earnings conference call at 8:30 AM US Eastern Time on August 24, 2026 (8:30 PM Hong Kong Time on August 24, 2026). Details for the conference call are as follows:
Event Title: The9 Limited Second Quarter 2026 Earnings Conference Call
Registration Link: https://register-conf.media-server.com/register/BI92e5c045cd54492e95c9c81c36fcf980
All participants must use the link provided above to complete the online registration process in advance of the conference call. Upon registering, each participant will receive a set of participant dial-in numbers and a personal PIN, which will be used to join the conference call.
Additionally, a live webcast of the conference call will be available on the Company’s investor relations website at https://www.the9.com/investor-relations, and a replay of the webcast will be made available following the session.
About The9 Limited
The9 Limited (Nasdaq: NCTY) is a global, diversified high-tech company redefining how games are created, played, and monetized. Founded in 1999 and Nasdaq-listed since 2004, The9 brings over two decades of gaming heritage to its flagship platform the9bit, an AI-powered digital asset ecosystem built around AI game creation and the $9BIT token economy, where every participant can play, create, earn, and own a stake in its growth. Beyond the9bit, The9 continues to explore emerging opportunities across AI-empowered industries and the broader digital ecosystem, including an equity stake in AI-driven drug discovery company NYB, building a multi-engine business positioned at the frontier of AI and the new economy, reshaping how value is created and shared.
Forward-Looking Statements
This release contains statements that are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements, which are based on management’s beliefs and expectations as well as on assumptions made by and data currently available to management, appear in a number of places throughout this document and include statements regarding, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. The use of the words “will,” “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “forecast,” “objective,” “plan,” or “target,” and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties that could cause actual results to differ materially. Such statements include, but are not limited to, statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance, developments in the capital and credit markets, expected future financial performance, and the markets in which we operate. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including, but not limited to, the following: results of operations, financial condition, our stock price, our strategies, our future business development, competition in the industry in which we operate, our ability to manage our costs and expenses, volatility in the market price of digital assets, the limited liquidity of certain digital asset tokens, evolving and uncertain regulatory frameworks governing cryptocurrencies, digital assets, and token-based economies, laws and regulations relating to the industry in which we operate, general economic and business conditions, and assumptions underlying or related to any of the foregoing. For a discussion of these and other risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statement, see The9’s filings with the U.S. Securities and Exchange Commission. The9 undertakes no obligation to update or revise forward-looking statements to reflect subsequent events or circumstances, except as required by applicable law.
Investor Relations Contact
Ms. Jojo Su
Investor Relations Specialist
The9 Limited
Tel: +86 (21) 6108-6080
Email: IR@corp.the9.com
Ms. Helen Wu
Piacente Financial Communications
Tel: +86 (10) 6508-0677
Email: The9@thepiacentegroup.com
THE9 LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) INFORMATION
(Expressed in Renminbi - RMB and US Dollars - US$. All amounts in thousands, except for per share data, or otherwise noted.)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||
| 2025 | 2026 | 2026 | 2025 | 2026 | 2026 | |||||||||||||||||||
| RMB | RMB | US$ | RMB | RMB | US$ | |||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||
| Cryptocurrency mining revenue | 18,873 | - | - | 40,320 | 4,622 | 681 | ||||||||||||||||||
| Online game services and other revenues from third party | 6,236 | 3,243 | 478 | 21,745 | 7,175 | 1,058 | ||||||||||||||||||
| Online game services and other revenues from related party | - | 1,589 | 234 | - | 5,876 | 866 | ||||||||||||||||||
| Total net revenues | 25,109 | 4,832 | 712 | 62,065 | 17,673 | 2,605 | ||||||||||||||||||
| Cost of cryptocurrency mining | (22,419 | ) | - | - | (48,313 | ) | (6,483 | ) | (955 | ) | ||||||||||||||
| Cost of online game services and other revenues from third party | (5,896 | ) | (2,306 | ) | (340 | ) | (15,048 | ) | (4,302 | ) | (634 | ) | ||||||||||||
| Cost of online game services and other revenues from related party | - | (359 | ) | (53 | ) | - | (2,201 | ) | (324 | ) | ||||||||||||||
| Total cost | (28,315 | ) | (2,665 | ) | (393 | ) | (63,361 | ) | (12,986 | ) | (1,913 | ) | ||||||||||||
| Gross profit (loss) | (3,206 | ) | 2,167 | 319 | (1,296 | ) | 4,687 | 692 | ||||||||||||||||
| Operating income (expenses): | ||||||||||||||||||||||||
| Product development | (145 | ) | (3,003 | ) | (443 | ) | (292 | ) | (6,570 | ) | (968 | ) | ||||||||||||
| Sales and marketing | (53 | ) | (1,175 | ) | (173 | ) | (218 | ) | (5,991 | ) | (883 | ) | ||||||||||||
| General and administrative | (34,174 | ) | (35,769 | ) | (5,272 | ) | (67,368 | ) | (68,186 | ) | (10,049 | ) | ||||||||||||
| Impairment of property, equipment and software | - | (19,579 | ) | (2,886 | ) | - | (19,579 | ) | (2,886 | ) | ||||||||||||||
| Impairment of intangible assets | - | (11,850 | ) | (1,746 | ) | - | (11,850 | ) | (1,746 | ) | ||||||||||||||
| Realized gain (loss) on exchange cryptocurrencies | (1,479 | ) | - | - | 10,627 | 7,584 | 1,118 | |||||||||||||||||
| Fair value change on cryptocurrencies | 63,110 | (21,787 | ) | (3,211 | ) | 23,435 | (90,434 | ) | (13,328 | ) | ||||||||||||||
| Total operating income (expenses) | 27,259 | (93,163 | ) | (13,731 | ) | (33,816 | ) | (195,026 | ) | (28,742 | ) | |||||||||||||
| Income (loss) from operations | 24,053 | (90,996 | ) | (13,412 | ) | (35,112 | ) | (190,339 | ) | (28,050 | ) | |||||||||||||
| Impairment on equity investments | (42,771 | ) | - | - | (42,771 | ) | - | - | ||||||||||||||||
| Impairment on other investments | (26 | ) | (82,573 | ) | (12,170 | ) | (581 | ) | (82,573 | ) | (12,170 | ) | ||||||||||||
| Interest expenses | (4,137 | ) | (11,469 | ) | (1,690 | ) | (6,361 | ) | (23,017 | ) | (3,392 | ) | ||||||||||||
| Gain on fair value of derivative | 18,079 | 4,846 | 714 | 14,825 | 7,001 | 1,032 | ||||||||||||||||||
| Gain on extinguishment of convertible notes | - | 1,804 | 266 | - | 2,181 | 322 | ||||||||||||||||||
| Gain on extinguishment of debt | - | - | - | - | 2,940 | 433 | ||||||||||||||||||
| Changes in fair value on other investments | 276 | (58 | ) | (9 | ) | 46 | (70 | ) | (10 | ) | ||||||||||||||
| Cryptocurrency reward | - | 75,349 | 11,105 | - | 263,972 | 38,905 | ||||||||||||||||||
| Fair value change on 9BIT tokens | - | 320,426 | 47,225 | - | 391,204 | 57,657 | ||||||||||||||||||
| Other income, net | 1,728 | 688 | 101 | 2,178 | 901 | 134 | ||||||||||||||||||
| Foreign transaction exchange gain | 279 | 2,096 | 309 | 511 | 3,530 | 520 | ||||||||||||||||||
| Income (loss) from continuing operations before income tax expense and share of loss in equity method investments | (2,519 | ) | 220,113 | 32,439 | (67,265 | ) | 375,730 | 55,381 | ||||||||||||||||
| Income tax expense | (134 | ) | - | - | (134 | ) | - | - | ||||||||||||||||
| Share of gain in equity method investments | (872 | ) | - | - | (571 | ) | - | - | ||||||||||||||||
| Net income (loss) | (3,525 | ) | 220,113 | 32,439 | (67,970 | ) | 375,730 | 55,381 | ||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | (865 | ) | (802 | ) | (118 | ) | 928 | (1,952 | ) | (288 | ) | |||||||||||||
| Net income (loss) attributable to The9 Limited ordinary shareholders | (2,660 | ) | 220,915 | 32,557 | (68,898 | ) | 377,682 | 55,669 | ||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||
| Currency translation adjustments | 2 | 4 | - | (150 | ) | - | - | |||||||||||||||||
| Total comprehensive income (loss) | (3,523 | ) | 220,117 | 32,439 | (68,120 | ) | 375,730 | 55,381 | ||||||||||||||||
| Comprehensive income (loss) attributable to: | ||||||||||||||||||||||||
| Noncontrolling interest | (865 | ) | (802 | ) | (118 | ) | 928 | (1,952 | ) | (288 | ) | |||||||||||||
| The9 Limited | (2,658 | ) | 220,919 | 32,557 | (69,048 | ) | 377,682 | 55,669 | ||||||||||||||||
| Net income (loss) per share attributable to The9 Limited ordinary shareholders: | ||||||||||||||||||||||||
| - Basic and diluted | (0.00 | ) | 0.07 | 0.01 | (0.04 | ) | 0.12 | 0.02 | ||||||||||||||||
| Weighted average number of shares outstanding | ||||||||||||||||||||||||
| - Basic and diluted | 1,719,077 | 3,165,455 | 3,165,455 | 1,719,077 | 3,165,455 | 3,165,455 | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
THE9 LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS INFORMATION
(Expressed in Renminbi - RMB and US Dollars - US$. All amounts in thousands, except for share data, or otherwise noted.)
| As of December 31, 2025 | As of June 30, 2026 | As of June 30, 2026 | ||||||||||
| RMB | RMB | US$ | ||||||||||
| (UNAUDITED) | (UNAUDITED) | |||||||||||
| Assets | ||||||||||||
| Current Assets: | ||||||||||||
| Cash and cash equivalents | 58,489 | 12,725 | 1,875 | |||||||||
| Accounts receivable, net of allowance for credit losses | 3,782 | 2,143 | 316 | |||||||||
| Accounts receivable-related party | 6,284 | 6,888 | 1,015 | |||||||||
| Prepayments and other current assets, net of allowance for credit losses | 19,543 | 34,223 | 5,044 | |||||||||
| Prepayments and other current assets-related party | 515 | 1,432 | 211 | |||||||||
| Advances to suppliers | 1,620 | 3,020 | 445 | |||||||||
| Cryptocurrencies | 13,673 | 882 | 130 | |||||||||
| Cryptocurrencies, restricted | 238,533 | 137,959 | 20,333 | |||||||||
| Cryptocurrencies (9BIT Tokens) | - | 655,176 | 96,562 | |||||||||
| Short term loan receivable-related party | - | 2,880 | 424 | |||||||||
| Total current assets | 342,439 | 857,328 | 126,355 | |||||||||
| Investments | 171,558 | 88,915 | 13,104 | |||||||||
| Property, equipment and software, net | 43,582 | 15,282 | 2,252 | |||||||||
| Operating lease right-of-use assets, net | 11,836 | 9,829 | 1,449 | |||||||||
| Convertible notes receivable-related party | 7,306 | 14,771 | 2,177 | |||||||||
| Intangible assets | 15,801 | 2,217 | 327 | |||||||||
| Other long-lived assets, net | 1,226 | 4,740 | 699 | |||||||||
| Total Assets | 593,748 | 993,082 | 146,363 | |||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Current Liabilities: | ||||||||||||
| Accounts payable | 15,849 | 14,765 | 2,176 | |||||||||
| Accounts payable-related party | 3,629 | 4,766 | 702 | |||||||||
| Other taxes payable | 1,434 | 1,368 | 202 | |||||||||
| Advances from customers | 5,924 | 5,983 | 882 | |||||||||
| Amounts due to related parties | 9,658 | 26,794 | 3,949 | |||||||||
| Loan, net | 174,476 | 145,539 | 21,450 | |||||||||
| Convertible notes | 48,152 | 56,702 | 8,357 | |||||||||
| Conversion feature derivative liability | 24,589 | 15,273 | 2,251 | |||||||||
| Interest payables | 3,941 | 4,913 | 724 | |||||||||
| Accrued expense and other current liabilities | 49,809 | 50,729 | 7,477 | |||||||||
| Current portion of operating lease liabilities | 4,189 | 4,298 | 633 | |||||||||
| Deferred revenue | 1,635 | 2,817 | 415 | |||||||||
| Put option liability | 112 | 100 | 15 | |||||||||
| Total current liabilities | 343,397 | 334,047 | 49,233 | |||||||||
| Non-current portion of operating lease liabilities | 7,815 | 5,519 | 813 | |||||||||
| Total Liabilities | 351,212 | 339,566 | 50,046 | |||||||||
| Ordinary shares contingently redeemable | 72,699 | 72,699 | 10,715 | |||||||||
| Equity | ||||||||||||
| Class A ordinary shares (US$0.01 par value; 43,000,000,000 shares authorized, 4,504,052,678 and 4,518,329,978 shares issued and outstanding as of December 31, 2025 and June 30, 2026, respectively) | 317,358 | 322,656 | 47,554 | |||||||||
| Class B ordinary shares (US$0.01 par value; 6,000,000,000 shares authorized, 63,607,334 and 63,607,334 shares issued and outstanding as of December 31, 2025 and June 30, 2026, respectively) | 4,533 | 4,533 | 668 | |||||||||
| Additional paid-in capital | 4,706,242 | 4,736,198 | 698,029 | |||||||||
| Statutory reserves | 7,327 | 7,327 | 1,080 | |||||||||
| Accumulated other comprehensive loss | (11,924 | ) | (11,928 | ) | (1,758 | ) | ||||||
| Accumulated deficit | (4,832,656 | ) | (4,454,974 | ) | (656,582 | ) | ||||||
| The9 Limited shareholders’ equity | 190,880 | 603,812 | 88,991 | |||||||||
| Noncontrolling interest | (21,043 | ) | (22,995 | ) | (3,389 | ) | ||||||
| Total equity | 169,837 | 580,817 | 85,602 | |||||||||
| TOTAL LIABILITIES AND EQUITY | 593,748 | 993,082 | 146,363 | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
THE9 LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR SIX MONTHS ENDED JUNE 30, 2025 AND 2026
(Expressed in Renminbi - RMB and US Dollars - US$. All amounts in thousands, except for share data, or otherwise noted.)
| Six months ended June 30, | ||||||||||||
| 2025 | 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income (loss) | (67,970 | ) | 375,730 | 55,381 | ||||||||
| Adjustments for reconcile net income (loss) to net cash used in operating activities: | ||||||||||||
| Loss on disposal of property, equipment and software | 95 | 1 | - | |||||||||
| Gain on sale of property, plant and equipment | (1,652 | ) | (517 | ) | (76 | ) | ||||||
| Amortization of deferred loan costs | 979 | 1,636 | 241 | |||||||||
| Conversion of interest of convertible debt into ordinary shares | - | - | - | |||||||||
| Non-cash other income | (257 | ) | (66 | ) | (10 | ) | ||||||
| Share-based compensation expenses | 23,378 | 26,317 | 3,879 | |||||||||
| Share of loss in equity method investments | 571 | - | - | |||||||||
| Changes in fair value on other investments | (46 | ) | 70 | 10 | ||||||||
| Impairment on equity investments | 42,771 | - | - | |||||||||
| Impairment loss of equipment, intangible assets | - | 31,429 | 4,632 | |||||||||
| Impairment on other investments | 581 | 82,573 | 12,170 | |||||||||
| Provision for doubtful accounts receivable | - | 3,755 | 553 | |||||||||
| Gain change in fair value of conversion feature derivative, option assets and liabilities | (14,825 | ) | (7,001 | ) | (1,032 | ) | ||||||
| Depreciation and amortization of property, equipment and software | 7,656 | 8,736 | 1,287 | |||||||||
| Foreign currency exchange gain | (511 | ) | (3,530 | ) | (520 | ) | ||||||
| Gain on extinguishment of debt | - | (2,940 | ) | (433 | ) | |||||||
| Non-cash interest expense on convertible notes | 3,755 | 19,511 | 2,876 | |||||||||
| Amortization of intangible assets | - | 1,734 | 256 | |||||||||
| Gain on extinguishment of convertible notes | - | (2,181 | ) | (322 | ) | |||||||
| Non-cash lease expense | 2,422 | 2,007 | 296 | |||||||||
| Cryptocurrency mining revenue | (40,320 | ) | (4,622 | ) | (681 | ) | ||||||
| Receipt of USDC and USDT from exchange of other cryptocurrencies | (16,886 | ) | (1,425 | ) | (210 | ) | ||||||
| Receipt of USDC from operating activities | - | (257 | ) | (38 | ) | |||||||
| Realized gain on sale/exchange of cryptocurrencies | (10,627 | ) | (7,584 | ) | (1,118 | ) | ||||||
| Change in fair value of cryptocurrency | (23,435 | ) | (300,770 | ) | (44,328 | ) | ||||||
| Payment of default deficit | - | 3,597 | 530 | |||||||||
| Receipt of 9bit from operating activities | - | (263,972 | ) | (38,905 | ) | |||||||
| Payment in cryptocurrencies for operating activities | 34,874 | 4,740 | 699 | |||||||||
| Sale of cryptocurrencies for cash | 42,229 | 25,282 | 3,726 | |||||||||
| Interest expense | 1,331 | 2,663 | 393 | |||||||||
| Sale of cryptocurrencies for other cryptocurrencies | 16,886 | 1,425 | 210 | |||||||||
| Change in accounts receivable | (1,123 | ) | (2,719 | ) | (401 | ) | ||||||
| Change in advance to suppliers | (840 | ) | (1,400 | ) | (206 | ) | ||||||
| Change in prepayments and other current assets | (1,196 | ) | (15,600 | ) | (2,299 | ) | ||||||
| Change in other long-lived assets | 81 | (3,514 | ) | (518 | ) | |||||||
| Change in Operating lease right-of-use assets | (3,567 | ) | - | - | ||||||||
| Change in accounts payable | 5,026 | 51 | 8 | |||||||||
| Change in amounts due from related parties | 16 | 2,443 | 360 | |||||||||
| Change in other taxes payable | 25 | (66 | ) | (10 | ) | |||||||
| Change in advances from customers | (107 | ) | 1,241 | 183 | ||||||||
| Change in accrued expenses and other current liabilities | 1,014 | (2,867 | ) | (422 | ) | |||||||
| Change in Operating lease liabilities | 964 | (2,187 | ) | (322 | ) | |||||||
| Net cash provided by (used in) operating activities | 1,292 | (28,277 | ) | (4,161 | ) | |||||||
| Cash flows from investing activities | ||||||||||||
| Loan to a related party | - | (9,848 | ) | (1,451 | ) | |||||||
| Proceeds from disposal of property, equipment and software | 82 | 517 | 76 | |||||||||
| Loan advanced to other party | (2,156 | ) | - | - | ||||||||
| Purchase of property, equipment and software | - | (11 | ) | (2 | ) | |||||||
| Net cash used in investing activities | (2,074 | ) | (9,342 | ) | (1,377 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Loan from a related party | - | 20,540 | 3,027 | |||||||||
| Repayment of loan from a related party | - | (3,404 | ) | (502 | ) | |||||||
| Proceeds from issuance of convertible notes | 21,472 | - | - | |||||||||
| Proceeds from equity financing | 21,575 | - | - | |||||||||
| Repayments of BTC Mortgage loan | (16,334 | ) | (24,360 | ) | (3,590 | ) | ||||||
| Net cash provided by (used in) financing activities | 26,713 | (7,224 | ) | (1,065 | ) | |||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | (747 | ) | (921 | ) | (142 | ) | ||||||
| Net change in cash and cash equivalents | 25,184 | (45,764 | ) | (6,745 | ) | |||||||
| Cash and cash equivalents, beginning of period | 10,911 | 58,489 | 8,620 | |||||||||
| Cash and cash equivalents, end of period | 36,095 | 12,725 | 1,875 | |||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Interest paid | - | - | - | |||||||||
| Non-cash investing and financing activities: | ||||||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 1,594 | - | - | |||||||||
| Conversion of convertible notes into ordinary shares | 43,107 | 8,937 | 1,317 | |||||||||
| Settlement of L2 T6&T2 Loan in USBT | - | 25,305 | 3,729 | |||||||||
| Repayment of BTC Mortgage borrowing | 30,419 | - | - | |||||||||
| Receipt of USDT from BTC Mortgage borrowing | 102,489 | 26,313 | 3,878 | |||||||||
| Receipt of BTC from investors | 33,937 | - | - | |||||||||
| Loan cost paid in USDT | (2,049 | ) | - | - | ||||||||
| Put option liability | (1,735 | ) | (12 | ) | (2 | ) | ||||||
| Cancellation of contingently redeemable shares (Beijing Naonao) | 15,612 | - | - | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR SIX MONTHS ENDED JUNE 30, 2025 AND 2026
(Amounts in thousands of Renminbi (“RMB”), and in thousands of U.S. Dollars (“US$"), including number of shares)
| Number
of shares | Par value | Additional paid-in capital | Statutory reserves | Accumulated other comprehensive loss | Accumulated deficit | Equity (deficit) attributable to The9 limited | Noncontrolling interest | Total Shareholder Equity (deficit) | ||||||||||||||||||||||||||||
| RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | |||||||||||||||||||||||||||||
| Balance as of January 1, 2026 | 4,567,660 | 321,891 | 4,706,242 | 7,327 | (11,924 | ) | (4,832,656 | ) | 190,880 | (21,043 | ) | 169,837 | ||||||||||||||||||||||||
| Net income | - | - | - | - | - | 377,682 | 377,682 | (1,952 | ) | 375,730 | ||||||||||||||||||||||||||
| Currency translation adjustments | - | - | - | - | (4 | ) | - | (4 | ) | - | (4 | ) | ||||||||||||||||||||||||
| Cancellation of ordinary shares | (4,457 | ) | (320 | ) | 320 | - | - | - | - | - | - | |||||||||||||||||||||||||
| Share-based compensation | - | - | 26,317 | - | - | - | 26,317 | - | 26,317 | |||||||||||||||||||||||||||
| Conversion of convertible debt into ordinary shares | 81,735 | 5,618 | 3,319 | - | - | - | 8,937 | - | 8,937 | |||||||||||||||||||||||||||
| Balance as of June 30, 2026 | 4,644,938 | 327,189 | 4,736,198 | 7,327 | (11,928 | ) | (4,454,974 | ) | 603,812 | (22,995 | ) | 580,817 | ||||||||||||||||||||||||
| Balance as of June 30, 2026 (US$ except share data) | 4,644,938 | 48,222 | 698,029 | 1,080 | (1,758 | ) | (656,582 | ) | 88,991 | (3,389 | ) | 85,602 | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
THE9 LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 – Organization and Nature of Operations
The accompanying unaudited condensed consolidated financial statements include the financial statements of The9 Limited (“The9”), incorporated in the Cayman Islands, its subsidiaries, the consolidated variable interest entity (the “VIE”), and the subsidiaries of the VIE (collectively, the “Group,” the “Company,” “we,” “our,” or “us”). The Group is primarily engaged in the operation of cryptocurrency mining, and, since the second half of 2024, has reentered the online gaming business in mainland China through business cooperation with various gaming companies.
There have been no material changes to the Group’s principal subsidiaries or VIE structure during the six months ended June 30, 2026.
Note 2 – Basis of Presentation and Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all information and footnotes required by the U.S. GAAP for complete annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the Company’s financial position as of June 30 2026, and its results of operations and comprehensive income (loss), changes in equity, and cash flows for the periods presented have been included. Operating results for the six months ended June 30, 2026 are not necessarily indicative of results for the year ending December 31, 2026.
The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by U.S. GAAP for complete annual financial statements.
These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 20-F for the year ended December 31, 2025. The accounting policies applied are consistent with those used in the Company’s most recent audited annual financial statements, with no material changes during the period.
Note 3 – Convenience Translation
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$1.00 = RMB6.7851, representing the noon buying rate on the last trading day of June 2026 (June 30, 2026), as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.
Note 4 – Variable Interest Entity
The Group is the primary beneficiary of its VIE, Shanghai The9 Information Technology Co., Ltd. (“Shanghai IT” or the “VIE”), which was designed to comply with PRC regulations that prohibit direct foreign ownership of businesses that operate online games in the PRC. Through contractual arrangements between the Group’s subsidiary, Huiling Computer Technology Consulting (Shanghai) Co. Ltd. (“Huiling”, a wholly-owned foreign enterprise, the “WOFE”), and Shanghai IT’s shareholders, the Group has (1) the power to direct the activities of the VIE that most significantly affect its economic performance, and (2) the right to receive benefits from the VIE that could potentially be significant to the VIE. Accordingly, the Group has consolidated the VIE pursuant to ASC 810, Consolidation. There have been no changes to the contractual arrangements, the Group’s control conclusion, or identified risks and uncertainties related to the VIE structure during the six months ended June 30, 2026. For a full description of the contractual arrangements and associated risks, see Note 5 to the Group’s audited consolidated financial statements included in its Annual Report on Form 20-F for the year ended December 31, 2025.
The carrying amounts of the assets, liabilities, and results of operations of the VIE and its subsidiaries included in the Group’s condensed consolidated balance sheets and statements of comprehensive income (loss) are as follows:
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RMB | RMB | US$ | ||||||||||
| in thousands | (Note 3) | |||||||||||
| Cash and cash equivalents | 7,761 | 3,287 | 484 | |||||||||
| Accounts receivable, net of allowance for credit losses | 3,637 | 1,674 | 247 | |||||||||
| Accounts receivable - related party | 6,284 | 6,888 | 1,015 | |||||||||
| Advances to suppliers | 1,568 | 1,887 | 278 | |||||||||
| Prepayments and other current assets, net of allowance for credit losses | 8,974 | 11,675 | 1,721 | |||||||||
| Prepayments and other current assets - related party | 515 | 1,432 | 211 | |||||||||
| Due from the Group’s companies (i) | 447,496 | 451,813 | 66,589 | |||||||||
| Total current assets | 476,235 | 478,656 | 70,545 | |||||||||
| Intangible asset | 2,500 | 2,217 | 327 | |||||||||
| Property, equipment and software, net | 124 | 96 | 14 | |||||||||
| Operating lease right-of-use assets, net | 145 | 116 | 17 | |||||||||
| Total assets | 479,004 | 481,085 | 70,903 | |||||||||
| Accounts payable | 10,351 | 11,512 | 1,697 | |||||||||
| Other taxes payable | 1,391 | 1,387 | 204 | |||||||||
| Advances from customers | 5,398 | 5,457 | 804 | |||||||||
| Amounts due to related parties | 44,057 | 44,057 | 6,493 | |||||||||
| Accrued expenses and other current liabilities | 37,572 | 38,055 | 5,609 | |||||||||
| Current portion of operating lease liabilities, current | 61 | 62 | 9 | |||||||||
| Deferred revenue | 1,635 | 2,418 | 356 | |||||||||
| Due to the Group’s companies (i) | 1,446,363 | 1,457,999 | 214,882 | |||||||||
| Total current liabilities | 1,546,828 | 1,560,947 | 230,054 | |||||||||
| Non-current portion of operating lease liabilities | 80 | 49 | 7 | |||||||||
| Total liabilities | 1,546,908 | 1,560,996 | 230,061 | |||||||||
| Three months ended | Three months ended | Six months ended | Six months ended | |||||||||||||
| June 30, 2025 | June 30, 2026 | June 30, 2025 | June 30, 2026 | |||||||||||||
| RMB | RMB | RMB | RMB | |||||||||||||
| in thousands | ||||||||||||||||
| Revenues | 6,236 | 4,026 | 21,745 | 11,145 | ||||||||||||
| Cost of revenues | (5,465 | ) | (2,173 | ) | (14,617 | ) | (5,444 | ) | ||||||||
| Gross profit (loss) | 771 | 1,853 | 7,128 | 5,701 | ||||||||||||
| Total operating expenses | (5,030 | ) | (10,161 | ) | (9,177 | ) | (18,421 | ) | ||||||||
| Loss from continuing operations before income tax expense and share of loss in equity method investments | (4,086 | ) | (8,204 | ) | (1,710 | ) | (12,415 | ) | ||||||||
| Net income (loss) | (5,092 | ) | (8,204 | ) | (2,415 | ) | (12,415 | ) | ||||||||
Note:
(i) It represents the elimination of intercompany balances among The9 Limited, primary beneficiaries of VIEs excluding The9 Limited, other subsidiaries and the VIEs and VIEs’ subsidiaries.
(ii) The VIE’s assets are not used as collateral for the VIE’s obligations and can only be used to settle the VIE’s obligations.
Note 5 – Investments
| December 31, | June 30, | June 30, | ||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| RMB | RMB | US$ | ||||||||||
| (Note 3) | ||||||||||||
| in thousands | ||||||||||||
| Investments accounted for under cost method: | ||||||||||||
| Shenma Limited (“Shenma”) <1> | 82,573 | — | — | |||||||||
| Kuaijin Shidai (Xiamen) Technology Co., Ltd. (“KuaiJin”) <2> | 67,360 | 67,360 | 9,928 | |||||||||
| Dragonfly Ventures II, L.P. ("Dragonfly") <3> | 19,520 | 19,520 | 2,877 | |||||||||
| Redblock Inc. (“Redblock”) <4> | 1,943 | 1,943 | 286 | |||||||||
| Investments accounted for under readily determinable fair values Nano Labs, Ltd. (“Nano Labs”) <5> | 162 | 92 | 13 | |||||||||
| Total | 171,558 | 88,915 | 13,104 | |||||||||
<1> Shenma
In May 2024, the Group entered into the term sheet, it signed a definitive share purchase agreement with Shenma, a company operating digital human AIGC (Artificial Intelligence Generated Content) platform as a service in China, with the final negotiated terms to purchase 19% shares of Shenma in exchange for cash payment of US$1 million and issuance of The9’s 417,880,500 restricted Class A ordinary shares (equivalent to 1,392,935 ADSs), the total value of investment of Shenma is RMB 82.6 million. The restricted Class A ordinary shares to be issued to Shenma will be subject to lock-up conditions and will only be released according to the following schedule: (i) when the market capitalization of The9 reaches US$200 million, 33,938,400 Class A Ordinary shares (equivalent to 113,128 ADSs) of The9 shall be released from the lock-up; (ii) when the market capitalization of The9 reaches US$500 million, 13,575,300 Class A Ordinary shares (equivalent to 45,251 ADSs) of The9 shall be released from the lock-up, and (iii) when the market capitalization of The9 reaches US$1 billion, 6,787,800 Class A Ordinary shares (equivalent to 22,626 ADSs) of The9 shall be released from the lock-up. The rest of the issued Class A shares shall be released from the lock-up when the following conditions are met: Shenma completes the Qualified IPO with valuation higher than US$200 million.
In the first half of 2026, Shenma's revenue experienced a sharp decline and there is great uncertainty in new business, the Group recorded a full impairment loss of RMB 82.6 million (US$ 12.2 million) as June 30, 2026.
<2> KuaiJin
In May 2024, the Group entered into a definitive share purchase agreement with KuaiJin, a company operating unmanned retail store platform in China, to purchase 15% of KuaiJin by cash of US$1.5 million and issuance of The9’s 318,448,800 restricted Class A ordinary shares (equivalent to 1,061,496 ADSs), the total value of investment of KuaiJin is RMB 67.4 million (US$ 9.6 million). The restricted Class A ordinary shares to be issued to KuaiJin will be subject to lock-up conditions and will only be released according to the following schedule: (i) when the market capitalization of The9 reaches US$200 million, 20,940,900 Class A ordinary shares (equivalent to 69,803 ADSs) of The9 will be released from the lock-up; (ii) when the market capitalization of The9 reaches US$500 million, 8,376,300 Class A ordinary shares (equivalent to 27,921 ADSs) of The9 will be released from the lock-up, and (iii) when the market capitalization of The9 reaches US$1 billion, 4,188,300 Class A Ordinary shares (equivalent to 13,961 ADSs) of The9 will be released from the lock-up. The rest of the restricted shares shall be released from the lock-up when either of the following conditions are met: KuaiJin completes a qualified IPO and its shares owned by The9 become freely tradable in the open market; or if and when the The9 exercises its purchase option and, as a result, holds a minimum 51% of the then total share capital of KuaiJin.
<3> Dragonfly
In March 2021, the Group entered into an investment agreement with Dragonfly Ventures II, L.P. (“Dragonfly”). The Group invested RMB19.5 million in 2021. The Group performed an impairment assessment and determined that there is no impairment in the investment as of December 31, 2025 and June 30, 2026, respectively.
<4> Redblock
In July 2021, the Group entered into an investment agreement with Redblock Inc. (“Redblock”). The Group invested RMB1.9 million in 2021. The Group performed an impairment assessment and determined that there is no impairment in the investment as of December 31, 2025 and June 30, 2026, respectively.
<5> Nano Labs
In July 2022, the Group made a RMB 20.2 million (US$3 million) strategic investment in the initial public offering of Nano Labs to obtain of 260,642 American depositary shares (“ADSs”) of Nano Labs.
In July and August 2022, the Group sold 187,656 ADSs of Nano Labs and received RMB 15.2 million, the Group recorded a realized gain on disposal of equity investee and available-for-sale investments of RMB 0.7 million.
The Group recognized a loss on change in the fair value of its investment of RMB 249 thousand and RMB 57 thousand (US$ 8 thousand) for the three months ended June 30, 2025 and 2026, respectively. The Group recognized a gain on the fair value of its investment of RMB 15 thousand and a loss on the change in the fair value of its investment of RMB 69 thousand (US$10 thousand) for the six months ended June 30, 2025 and 2026, respectively.
The Group’s investments, accounted for under the equity method and cost method, are more fully described in Note 11 to the Group’s audited consolidated financial statements for the year ended December 31, 2025.
Note 6 – Call Option Assets
As of December 31, 2025 and June 30, 2026, the Group’s call option assets, related to its equity interest in Kuaijin, were carried at a fair value of nil. There have been no changes in the terms of the call option or reassessment triggering a change in fair value during the six months ended June 30, 2026.
Note 7 – Cryptocurrencies
The Group holds digital assets, including Bitcoin (“BTC”) and 9BIT tokens, which are accounted for in accordance with applicable U.S. GAAP.
During the three months ended June 30, 2026, the Group received 1,900,000,000 9BIT tokens pursuant to a cooperation agreement with the 9BIT Foundation, an independent crypto foundation established in Panama, in connection with the Group’s AI-powered game creation platform, the9bit. the9bit started its operation in late 2025. It focuses on the Southeast Asia market for the time being, and will expand to other countries in the future.
According to the cooperation agreement, the9bit will utilize 9BIT as its platform token in a non-exclusive basis. Being the initial ecosystem contributor, the9bit will be rewarded a total of 1,900,000,000 9BIT tokens by 9BIT Foundation for its contribution to the 9BlT ecosystem. the9bit does not have any obligation for how long it will utilize 9BIT as its platform token or whether it will utilize other tokens in the future. The Group recognized such cryptocurrency reward when it received 9BIT tokens in its wallet.
The tokens were measured at fair value based on observable market prices on digital asset trading platforms, including KuCoin, MEXC, and BingX, on which 9BIT tokens are listed. The initial receipt of RMB263,972 thousand (US$38,905 thousand) was recorded within other income as “Cryptocurrency reward.” The tokens are subsequently remeasured to fair value at each reporting date, with changes recognized in net income as “Fair value change on 9BIT tokens”.
9BIT Token roll-forward — six months ended June 30, 2026:
| Tokens | RMB (’000) | US$ (’000) | ||||||||||
| Balance at December 31, 2025 | - | - | - | |||||||||
| Tokens received | 1,900,000,000 | 263,972 | 38,905 | |||||||||
| Fair value change | - | 391,204 | 57,657 | |||||||||
| Balance at June 30, 2026 | 1,900,000,000 | 655,176 | 96,562 | |||||||||
In addition to 9BIT tokens, the Group holds other cryptocurrencies, consisting primarily of Bitcoin (BTC), together with smaller holdings of Tether (USDT) and USD Coin (USDC). The following table presents the roll-forward of Cryptocurrencies and Cryptocurrencies, restricted (excluding 9BIT tokens, presented in a separate balance sheet line item, see above) for the six months ended June 30, 2026:
| (RMB in thousands) | Amount | |||
| Balance at December 31, 2025 | 252,206 | |||
| Receipt of cryptocurrencies from mining activities | 4,622 | |||
| Receipt of FIL from Cryptocurrency mining | 66 | |||
| Receipt of USDC from operating activities | 257 | |||
| Additional from exchange of other cryptocurrencies | 1,425 | |||
| Additional from BTC Mortgage borrowing | 26,313 | |||
| Payment for operating activities | (4,740 | ) | ||
| Sale of cryptocurrencies for cash | (25,282 | ) | ||
| Sale of cryptocurrencies for other cryptocurrencies | (1,425 | ) | ||
| Repaid of BTC Mortgage borrowing | (25,305 | ) | ||
| Interest expense | (2,663 | ) | ||
| Payment of default deficit | (3,597 | ) | ||
| Exchange gain or loss for RMB/USD translation | (188 | ) | ||
| Realized gain on sale/exchange of cryptocurrencies | 7,584 | |||
| Fair value change on cryptocurrencies | (90,434 | ) | ||
| Balance at June 30, 2026 | 138,841 | |||
Note 8 – Put Option Liabilities
The Group’s remaining put option liability relates to its equity interest in Shenma, as more fully described in Note 17 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. The put option liability was RMB112 thousand and RMB100 thousand (US$15 thousand) as of both December 31, 2025 and June 30, 2026. The put option liabilities are classified as Level 3 fair value measurements under ASC 820, Fair Value Measurement, due to the use of significant unobservable inputs in the valuation. These liabilities are initially measured and subsequently revalued using the Monte Carlo simulation model. The fair value of the put options is sensitive to key assumptions such as expected volatility, risk-free interest rates, the expected term of the options, and assumptions regarding dividend yield. The Group regularly reassesses the fair value of the put options, at least on a semi-annual basis, to reflect changes in market conditions and other relevant factors. Any changes in fair value are recognized in the consolidated statement of comprehensive income (loss) as a gain (loss) on change in fair value of put option liabilities, with a corresponding adjustment to the carrying value of the put option liabilities.
Note 9 – Leases
The Group has operating leases primarily for office space, parking lots, and warehouse space. Balances related to operating leases as of June 30, 2026 were as follows:
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RMB(’000) | RMB(’000) | US$(’000) | ||||||||||
| Operating lease right-of-use assets | 11,836 | 9,829 | 1,449 | |||||||||
| Operating lease liabilities – current | 4,189 | 4,298 | 633 | |||||||||
| Operating lease liabilities – non-current | 7,815 | 5,519 | 813 | |||||||||
Operating lease cost recognized for the three months ended June 30, 2026 was RMB1,135 thousand (US$167 thousand), compared to RMB1,323 thousand for the three months ended June 30, 2025. Operating lease cost recognized for the six months ended June 30, 2026 was RMB2,268 thousand (US$334 thousand), compared to RMB2,522 thousand for the six months ended June 30, 2025. There have been no new leases entered into, material modifications, or terminations during the six months ended June 30, 2026, and no changes to the weighted-average discount rate or remaining lease term materially different from that disclosed as of December 31, 2025 (4.65%). The weighted average remaining lease term (in years) are 2.95 years as of December 31, 2025 and 2.46 years as of June 30, 2026.
Note 10 – Taxation
The Group is subject to income taxation in the Cayman Islands, Hong Kong, Singapore, the PRC, and the United States, as more fully described in Note 19 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. There have been no changes to the Group’s tax jurisdictions, statutory rates, or preferential tax qualifications during the six months ended June 30, 2026.
No income tax expense was recorded for the six months ended June 30, 2026, notwithstanding net income of RMB375,730 thousand for the period. This net income was primarily attributable to the receipt and fair value remeasurement of 9BIT tokens by a Group subsidiary incorporated in Hong Kong. Hong Kong operates a territorial system of taxation, under which profits tax applies only to profits arising in or derived from Hong Kong. This subsidiary maintains no office, employees, or operations in Hong Kong and holds only a registered address through a registered agent. Accordingly, and consistent with the Group’s Hong Kong subsidiaries not having historically derived assessable profits in Hong Kong (as disclosed in Note 19 to the Group’s audited annual financial statements), management has concluded that no Hong Kong income tax is applicable to this income.
Note 11 – Loan
The loan balance decreased from RMB174,476 thousand (US$25,300 thousand) as of December 31, 2025 to RMB145,539 thousand (US$21,450 thousand) as of June 30, 2026, primarily reflecting the following activity during the six months ended June 30, 2026.
In February 2026, the Group received the first batch of five default notices under Loan Agreement #2, stating that an Event of Default had occurred under loan tranches #3, #4, #5, #6, and #7 due to a diminution in the value of pledged collateral. The Group did not cure the deficit under tranche #6; instead, the Group terminated that loan tranche, with a principal amount of approximately US$3.6 million plus accrued interest, and forfeited its right to receive the pledged collateral of 48 BTC in full settlement. In May 2026, the Group repaid tranche #2 with a principal amount of approximately US$3.9 million. In June 2026 the Group drew down tranche #9, receiving a principal amount of approximately US$3.8 million at an annual interest rate of 3% and a maturity of one year, pledging 78 BTC as collateral.
As of June 30, 2026, the remaining loan balance under Loan Agreement #2 remains outstanding under the terms described above and in the Group’s audited consolidated financial statements as of and for the year ended December 31, 2025 as Tranche #1, #3, and #4 were extended for 12 months.
Note 12 – Convertible Notes
As of June 30, 2026, the Group had the following convertible notes outstanding, both bearing 6% interest per annum and convertible into ADSs at the lower of 90% of the average 5-day trading price preceding the redemption notice or 90% of the closing price on the day before the redemption notice:
| June 30, 2026 Principal (RMB ’000) | June 30, 2026 Accrued Interest (RMB ’000) | |||||||
| February 2025 $3,300,000 Note, due February 27, 2026 (on April 14, 2026, the maturity date for this Note is extended until September 5, 2026) | 5,238 | 43 | ||||||
| September 2025 $8,800,000 Note, due September 22, 2026 | 51,464 | 2,826 | ||||||
| Total | 56,702 | 2,869 | ||||||
The following table presents the roll-forward of convertible notes, net of unamortized discount, for the six months ended June 30 2026:
| (RMB in thousands) | Amount | |||
| Balance at January 1, 2026 | 48,152 | |||
| Issuance of convertible notes, face value | - | |||
| Debt Modification Adjustment at 4/14/2026 | 254 | |||
| Amortization of debt discount | 17,473 | |||
| Amortization of debt modification adjustment | (194 | ) | ||
| Conversion | (8,693 | ) | ||
| Exchange rate change on notes’ face value | (290 | ) | ||
| Balance at June 30, 2026 | 56,702 | |||
The fair value of the conversion option embedded in each note is estimated using the Black-Scholes option pricing model. Key assumptions used as of June 30, 2026 were: (1) dividend yield of 0%; (2) expected volatility of 75.53%-75.65%; (3) risk-free interest rate of 3.79%-3.85%; (4) expected life of 0.18-0.23 years; and (5) estimated fair value of the Group’s ADSs of $4.41 per share.
Note 13 – Warrants
The Group has issued warrants to purchase Class A ordinary shares in connection with various financing transactions completed between 2021 and September 2025, as more fully described in Note 24 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. These warrants are classified as equity, with no remeasurement subsequent to initial recognition. There were no new warrant issuances, exercises, cancellations, or expirations during the six months ended June 30, 2026.
Note 14 – Fair Value Measurement
| Level 1 | Level 2 | Level 3 | Total (RMB ’000) | Total (US$ ’000) | ||||||||||||||||
| Assets | ||||||||||||||||||||
| Cryptocurrencies | 882 | - | - | 882 | 130 | |||||||||||||||
| Cryptocurrencies, restricted | 137,959 | - | - | 137,959 | 20,333 | |||||||||||||||
| Cryptocurrencies (9BIT Tokens) | 655,176 | - | - | 655,176 | 96,562 | |||||||||||||||
| Total assets | 794,017 | - | - | 794,017 | 117,025 | |||||||||||||||
| Liabilities | ||||||||||||||||||||
| Conversion Feature Derivative Liability | - | - | 15,273 | 15,273 | 2,251 | |||||||||||||||
| Put option liabilities | - | - | 100 | 100 | 15 | |||||||||||||||
| Total liabilities | - | - | 15,373 | 15,373 | 2,266 | |||||||||||||||
There have been no changes to the Group’s valuation techniques or significant unobservable inputs for Level 3 items during the six months ended June 30, 2026.
Note 15 – Share-Based Compensation
The Group’s share-based compensation arrangements are more fully described in Note 28 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. The increase in Class A ordinary shares outstanding during the six months ended June 30, 2026 reflects the scheduled vesting of restricted shares previously granted and disclosed in the Group’s Annual Report on Form 20-F for the year ended December 31, 2025. No new share-based awards were authorized or granted during the six months ended June 30, 2026.
Share-based compensation expense recognized for the six months ended June 30, 2026 was RMB26,317 thousand (US$3,879 thousand), compared to RMB23,378 thousand for the six months ended June 30, 2025. Share-based compensation expense recognized for the three months ended June 30, 2026 was RMB12,098 thousand (US$1,783 thousand), compared to RMB13,523 thousand for the three months ended June 30, 2025.
As of June 30, 2026, there was approximately RMB 129,497 thousand (US$19,085 thousand) of unrecognized compensation cost related to non-vested restricted shares, expected to be recognized over a weighted-average period of approximately 1.16 years.
Note 16 – Related Party Transactions and Balances
Convertible notes receivable – related party (NYB)
The Group’s convertible notes receivable from Nanyang Biologics (“NYB”), a related party, increased from RMB7,306 thousand at December 31, 2025 to RMB14,771 thousand (US$2,177 thousand) at June 30, 2026, reflecting the closing of the Second NYB Convertible Note Agreement in January 2026, pursuant to which the Group funded an additional US$1 million principal amount under substantially similar terms as the original agreement, plus accrued interest during the period. The group provided short-term loan receivable of RMB2,880 thousand (US$424 thousand) during the six months ended June 30, 2026.
Loan to Mr. Zhu with $3 million
Mr. Jun Zhu, the executive chairman of the board, provided loans of nil and RMB20,540 thousand (US$3,027 thousand) to the Group in 2025 and the six months ended June 30, 2026, respectively. The Group repaid RMB3,404 thousand (US$502 thousand) during the six months ended June 30, 2026. The loans were interest-free and the outstanding balance of nil and RMB17,136 thousand (US$2,525 thousand) remained as of December 31, 2025 and June 30, 2026, respectively.
Loan receivable – related party
Transactions with Shanghai ZSHX
Shanghai Zhong Shun Heng Xin Network Science and Technology Co., Ltd. (“Shanghai ZSHX”), the 49% noncontrolling interest holder of the Group’s Shanghai joint venture, received online gaming revenue on behalf of the Group through its provision of a payment channel. For the six months ended June 30, 2026, revenue – related party amounted to RMB5,876 thousand (US$866 thousand) and cost – related party amounted to RMB2,201 thousand (US$324 thousand). As of June 30, 2026, accounts receivable – related party amounted to RMB6,888 thousand (US$1,015 thousand), prepayments and other current assets – related party amounted to RMB1,432 thousand (US$211 thousand), and accounts payable – related party amounted to RMB4,766 thousand (US$702 thousand).
Note 17 – (Loss) Income Per Share
Basic and diluted net income (loss) per share is calculated as follows:
| Three months ended June 30, 2025 | Three months ended June 30, 2026 | Six months ended June 30, 2025 | Six months ended June 30, 2026 | |||||||||||||
| Net (loss) income attributable to The9 Limited ordinary shareholders (RMB ’000) | (2,660 | ) | 220,915 | (68,898 | ) | 377,682 | ||||||||||
| Weighted-average shares outstanding – basic and diluted (’000) | 1,719,077 | 3,165,455 | 1,719,077 | 3,165,455 | ||||||||||||
| Net (loss) income per share – basic and diluted | $ | (0.00 | ) | $ | 0.07 | $ | (0.04 | ) | $ | 0.12 | ||||||
Potential ordinary shares, including warrants, convertible notes, unvested shares, and contingently redeemable shares, were excluded from the calculation of diluted net income (loss) per share for both periods presented, as their effect would have been antidilutive. As a result, weighted-average shares outstanding and net income (loss) per share are presented on a combined basic and diluted basis for both periods.
Note 18 – Noncontrolling Interest
| RMB (’000) | US$ (’000) | |||||||
| Noncontrolling interest at December 31, 2025 | (21,043 | ) | (3,101 | ) | ||||
| Net loss attributable to noncontrolling interest | (1,952 | ) | (288 | ) | ||||
| Noncontrolling interest at June 30, 2026 | (22,995 | ) | (3,389 | ) | ||||
Note 19 – Ordinary Shares Contingently Redeemable
As of June 30, 2026, ordinary shares contingently redeemable of RMB72,699 thousand (US$10,715 thousand) relate solely to 417,880,500 shares issued to Shenma Limited as consideration for the Group’s investment in Shenma, which remain subject to Shenma’s right to force redemption or repurchase. There has been no change in this balance or in the terms of Shenma’s redemption right during the six months ended June 30, 2026.
Note 20 – Commitments and Contingencies
Contingencies
The Group is involved in the following legal proceedings, each carried forward from the Group’s audited consolidated financial statements as of and for the year ended December 31, 2025:
| · | Skychain Technologies Inc.: the Group holds a summary judgment of CAD 2 million and is pursuing enforcement. Skychain’s appeal was rejected by the court in April 2023. |
| · | Hashland Inc.: the Group’s breach-of-hosting-agreement claim is pending in Texas state court. Based on the latest court hearing, the Group has obtained a default judgment against all defendants. The Group will continue to pursue for the enforcement of the judgment.. |
| · | LGHSTR Ltd. and affiliates: the Group withdrew its Shanghai court filing in October 2025 and initiated arbitration with the Hong Kong International Arbitration Center. As of the date of this report, the parties have engaged arbitrators for the next procedure as required by the Hong Kong International Arbitration Center. |
Other than the foregoing, the Group is not currently a party to any material legal or administrative proceedings.
Note 21 – Segment Reporting
The Group has two reportable segments, each evaluated separately by the Chief Executive Officer (“CEO”), who serves as the Group’s Chief Operating Decision Maker (“CODM”): Cryptocurrency Mining and Online Game Services. The CODM uses segment revenue, significant segment expenses, and segment profit or loss to assess performance and allocate resources. There have been no changes to the identification of the Group’s reportable segments or the measure of segment profit or loss used by the CODM during the six months ended June 30, 2026.
The following table presents segment revenue and segment loss for the three and six months ended June 30, 2026 and 2025:
| (RMB in thousands) | Cryptocurrency Mining | Online Game Services | Total | |||||||||
| Six months ended June 30, 2026 | ||||||||||||
| Revenue | 4,622 | 13,051 | 17,673 | |||||||||
| Less: Cost of revenue | (6,483 | ) | (6,503 | ) | (12,986 | ) | ||||||
| Product development | — | (6,570 | ) | (6,570 | ) | |||||||
| Sales and marketing | — | (5,991 | ) | (5,991 | ) | |||||||
| General and administrative | (7,329 | ) | (60,857 | ) | (68,186 | ) | ||||||
| Impairment of property, equipment and software | (19,579 | ) | — | (19,579 | ) | |||||||
| Impairment loss of intangible assets | — | (11,850 | ) | (11,850 | ) | |||||||
| Realized gain on exchange cryptocurrencies | 7,584 | — | 7,584 | |||||||||
| Fair value change on cryptocurrencies | (90,434 | ) | — | (90,434 | ) | |||||||
| Segment loss | (111,619 | ) | (78,720 | ) | (190,339 | ) | ||||||
| Six months ended June 30, 2025 | ||||||||||||
| Revenue | 40,320 | 21,745 | 62,065 | |||||||||
| Less: Cost of revenue | (48,313 | ) | (15,048 | ) | (63,361 | ) | ||||||
| Product development | — | (292 | ) | (292 | ) | |||||||
| Sales and marketing | — | (218 | ) | (218 | ) | |||||||
| General and administrative | (6,520 | ) | (60,848 | ) | (67,368 | ) | ||||||
| Realized gain on exchange cryptocurrencies | 10,627 | — | 10,627 | |||||||||
| Fair value change on cryptocurrencies | 23,435 | — | 23,435 | |||||||||
| Segment income (loss) | 19,549 | (54,661 | ) | (35,112 | ) | |||||||
| (RMB in thousands) | Cryptocurrency Mining | Online Game Services | Total | |||||||||
| Three months ended June 30, 2026 | ||||||||||||
| Revenue | — | 4,832 | 4,832 | |||||||||
| Less: Cost of revenue | — | (2,665 | ) | (2,665 | ) | |||||||
| Product development | — | (3,003 | ) | (3,003 | ) | |||||||
| Sales and marketing | — | (1,175 | ) | (1,175 | ) | |||||||
| General and administrative | (4,507 | ) | (31,262 | ) | (35,769 | ) | ||||||
| Impairment of property, equipment and software | (19,579 | ) | — | (19,579 | ) | |||||||
| Impairment loss of intangible assets | — | (11,850 | ) | (11,850 | ) | |||||||
| Realized gain on exchange cryptocurrencies | — | — | — | |||||||||
| Fair value change on cryptocurrencies | (21,787 | ) | — | (21,787 | ) | |||||||
| Segment loss | (45,873 | ) | (45,123 | ) | (90,996 | ) | ||||||
| Three months ended June 30, 2025 | ||||||||||||
| Revenue | 18,873 | 6,236 | 25,109 | |||||||||
| Less: Cost of revenue | (22,419 | ) | (5,896 | ) | (28,315 | ) | ||||||
| Product development | — | (145 | ) | (145 | ) | |||||||
| Sales and marketing | — | (53 | ) | (53 | ) | |||||||
| General and administrative | (2,321 | ) | (31,853 | ) | (34,174 | ) | ||||||
| Realized gain on exchange cryptocurrencies | (1,479 | ) | — | (1,479 | ) | |||||||
| Fair value change on cryptocurrencies | 63,110 | — | 63,110 | |||||||||
| Segment income (loss) | 55,764 | (31,711 | ) | 24,053 | ||||||||
A reconciliation of segment income (loss) to the Group’s consolidated net income (loss) is as follows:
| (RMB in thousands) | Six months ended June 30, 2026 | Six months ended June 30, 2025 | ||||||
| Total segment loss | (190,339 | ) | (35,112 | ) | ||||
| Corporate and unallocated items, including: | ||||||||
| Cryptocurrency reward (9BIT tokens) | 263,972 | — | ||||||
| Fair value change on 9BIT tokens | 391,204 | — | ||||||
| Impairment on equity investment | — | (42,771 | ) | |||||
| Impairment on other investments | (82,573 | ) | (581 | ) | ||||
| Interest expense | (23,017 | ) | (6,361 | ) | ||||
| Gain on fair value of derivative | 7,001 | 14,825 | ||||||
| Gain on extinguishment of convertible notes | 2,181 | — | ||||||
| Gain on extinguishment of debt | 2,940 | — | ||||||
| Income tax benefit | — | (134 | ) | |||||
| Other items, net | 4,361 | 2,164 | ||||||
| Net income (loss) | 375,730 | (67,970 | ) | |||||
| (RMB in thousands) | Three months ended June 30, 2026 | Three months ended June 30, 2025 | ||||||
| Total segment income (loss) | (90,996 | ) | 24,053 | |||||
| Corporate and unallocated items, including: | ||||||||
| Cryptocurrency reward (9BIT tokens) | 75,349 | — | ||||||
| Fair value change on 9BIT tokens | 320,426 | — | ||||||
| Impairment on equity investment | — | (42,771 | ) | |||||
| Impairment on other investments | (82,573 | ) | (26 | ) | ||||
| Interest expense | (11,469 | ) | (4,137 | ) | ||||
| Gain on fair value of derivative | 4,846 | 18,079 | ||||||
| Gain on extinguishment of convertible notes | 1,804 | — | ||||||
| Income tax benefit | — | (134 | ) | |||||
| Other items, net | 2,726 | 1,411 | ||||||
| Net income (loss) | 220,113 | (3,525 | ) | |||||
The following table presents segment assets as of June 30, 2026:
| (RMB in thousands) | Cryptocurrency Mining | Online Game Services | Total | |||||||||
| Prepayments and other current assets | 1,240 | 34,415 | 35,655 | |||||||||
| Cryptocurrencies | 138,840 | 655,177 | 794,017 | |||||||||
| Property, equipment and software, net | 13,627 | 1,655 | 15,282 | |||||||||
| Total assets | 174,961 | 818,121 | 993,082 | |||||||||
Depreciation and amortization expenses by segment for the three and six months ended June 30, 2026 and 2025 are as follows:
| (RMB in thousands) | Cryptocurrency Mining | Online Game Services | Total | |||||||||
| Six months ended June 30, 2026 | 8,317 | 419 | 8,736 | |||||||||
| Six months ended June 30, 2025 | 7,512 | 144 | 7,656 | |||||||||
| Three months ended June 30, 2026 | 3,325 | 385 | 3,710 | |||||||||
| Three months ended June 30, 2025 | 3,031 | 129 | 3,160 | |||||||||
Note 22 – Subsequent Events
In August 2026, the Group closed a transaction to sell 1,472 Antminer Bitcoin mining machines to a third party and received 2 million USDT as consideration.
The Group has evaluated events occurring after June 30, 2026 through August 24, 2026 and, other than as described above, has determined there were no material subsequent events requiring disclosure.
Exhibit 99.2
Year 2026 H1 Compared to Year 2025H1
Revenues. Our revenues decreased by 71.5% from RMB62.1 million in 2025 to RMB17.7 million (US$2.6 million) in 2026, primarily because of we reduced the mining activities due to the decrease of Bitcoin price.
Cost of Revenue. Cost of revenue decreased by 79.5% from RMB63.4 million in 2025 to RMB13.0 million (US$1.9 million) in 2026, primarily due to decrease in relevant cryptocurrency mining cost.
Product Development Expenses. Product development expenses increased by 2,150.0% from RMB0.3 million in 2025 to RMB6.6 million (US$1.0 million) in 2026. The increase was primarily due to outsourced research and development on 9bit gaming platform and payroll expense on online game.
Sales and Marketing Expenses. Sales and marketing expenses increased by 2,648.2% from RMB0.2 million in 2025 to RMB6.0 million (US$0.9 million) in 2026. The increase in sales and marketing expenses was primarily due to growth online game user acquisition costs and promotional expenses.
General and Administrative Expenses. General and administrative expenses increased by 1.2% from RMB67.4 million in 2025 to RMB68.2 million (US$10.0 million) in 2026.
Impairment of property, equipment, and software. We recorded no impairment of property, equipment, and software in 2025, compared with RMB 19.6 million (US$2.9 million) in 2026, primarily related to impairment of S21XP mining machines.
Impairment of intangible assets. We recorded impairment of intangible assets of nil in 2025 and RMB11.9 million (US$1.7 million) in 2026, primarily due to the impairment on AI-driven User Acquisition & Platform Distribution Hub since our relevant business has dropped sharply.
Realized Gain on Exchange Cryptocurrencies. Our realized gain on exchange cryptocurrencies decreased from RMB10.6 million in 2025 to RMB7.6 million (US$1.1 million) in 2026, primarily because of decrease expenditure on cryptocurrencies and decrease in the price of the cryptocurrencies.
Fair value Change on Cryptocurrencies. We recorded fair value change on cryptocurrencies of RMB23.4 million and RMB (90.4 million) (US$(13.3 million) in 2025 and 2026, respectively. The difference was primarily due to the price change of the cryptocurrencies.
Impairment on equity investments. We recorded impairment on other investment of RMB42.8 million in 2025 and nil in 2026. The difference was primarily due to the impairment on Beijing Weiming Naonao Technology Co., Ltd.
Impairment on Other investments. We recorded impairment on other investment of RMB0.6 million in 2025 and RMB 82.6 million (US$12.2 million) in 2026, primarily due to the impairment on investment of Shenma in 2026.
Changes in fair value on other investments. We recognized positive changes in fair value on other investment amounted to RMB0.04 million in 2025, primarily due to the positive fair value change on Nano Labs, Ltd and SMI. We recognized negative changes in fair value on other investment amounted to RMB0.07 million in 2026, primarily due to the negative fair value change on Nano Labs, Ltd.
Interest Expenses. We recorded interest expenses amounting to RMB 23.0 million (US$3.4 million) in 2026 and RMB6.4 million in 2025, primarily due to the increase on non-cash amortization of debt discount.
Gain on fair value of derivative. We had a gain from change in fair value of conversion feature derivative liability of RMB7.0 million (US$1.0 million) in 2026 and a gain from change in fair value of conversion feature derivative liability of RMB 14.8 million in 2025, primarily due to the increase on non-cash amortization of debt discount and fair value change on options.
Gain on extinguishment of convertible notes. We recorded gain on extinguishment of convertible notes of nil in 2025 and RMB 2.2 million (US$ 0.3 million) in 2026, primarily due to the gain from the extinguishment of convertible notes repaid in 2026
Gain on extinguishment of debt. We recorded gain on extinguishment of debt of nil in 2025 and RMB 3.0 million (US$ 0.4 million) in 2026. The increase was primarily attributable to the termination of Loan 2, Tranche 6, effective February 26, 2026. Upon termination of the loan, the Company was no longer required to repay the outstanding loan balance to the lender, and the lender was not required to return the collateral to the Company.
Cryptocurrency reward. We recorded cryptocurrency amounting to RMB 264.0 million (US$38.9 million) in 2026 and nil in 2025, mainly related to the Group received 1,900,000,000 9BIT tokens pursuant to a cooperation agreement with the 9BIT Foundation, during the six months ended June 30, 2026
Fair value change on 9BIT tokens. We recorded fair value change on 9BIT tokens of nil and RMB 391.2 million (US$(57.7 million) in 2025 and 2026, respectively. The difference was primarily due to the price change of the 9BIT tokens.
Foreign Exchange Gain (Loss). We recorded foreign exchange loss of RMB 0.5 million in 2025 and gain of RMB 3.5 million (US$0.5 million) in 2026.
Other Income, Net. We recorded other income amounting to RMB 0.9 million (US$0.1 million) in 2026 mainly related to the gain on sale of S19 mining equipment released rewards from File coin node. We recorded other income amounting to RMB2.2 million in 2025, mainly relating to income from sales of fixed assets in 2025.
Net Income (Loss) Income Attributable to The9 Limited ordinary Shareholders. Primarily as a result of the cumulative effect of the above factors, we recorded a net income attributable to our ordinary shareholders of RMB377.7 million (US$55.7 million) in 2026, as compared with net loss attributable to our ordinary shareholders of RMB68.9 million in 2025.
Year 2026Q2 Compared to Year 2025Q2
Revenues. Our revenues decreased by 80.8% from RMB25.1 million in 2025 to RMB4.8 million (US$0.7 million) in 2026, primarily because of we reduced the mining activities due to the decrease of Bitcoin price.
Cost of Revenue. Cost of revenue decreased by 90.6% from RMB28.3 million in 2025 to RMB2.7 million (US$0.4 million) in 2026, primarily due to decrease in relevant cryptocurrency mining cost.
Product Development Expenses. Product development expenses increased by 1,971.0% from RMB0.1 million in 2025 to RMB3.0 million (US$0.4 million) in 2026. The increase was primarily due to development on 9bit gaming platform and payroll expense on online game.
Sales and Marketing Expenses. Sales and marketing expenses increased by 2,117.0% from RMB0.05 million in 2025 to RMB1.2 million (US$0.2 million) in 2026. The increase in sales and marketing expenses was primarily due to growth online game user acquisition costs and promotional expenses.
General and Administrative Expenses. General and administrative expenses increased by 4.7% from RMB34.2 million in 2025 to RMB35.8 million (US$5.3 million) in 2026.
Impairment of property, equipment, and software. We recorded no impairment of property, equipment, and software in 2025, compared with RMB 19.6 million (US$2.9 million) in 2026, primarily related to impairment of S21XP mining machines.
Impairment of intangible assets. We recorded impairment of intangible assets of nil in 2025 and RMB11.9 million (US$1.7 million) in 2026, primarily due to the impairment on AI-driven User Acquisition & Platform Distribution Hub since our relevant business has dropped sharply.
Realized Gain (loss) on Exchange Cryptocurrencies. Our realized loss on exchange cryptocurrencies is RMB1.5 million in 2025 and nil in 2026, primarily because of decrease expenditure on cryptocurrencies.
Fair value Change on Cryptocurrencies. We recorded fair value change on cryptocurrencies of RMB63.1 million and RMB (21.8 million) (US$(3.2 million) in 2025 and 2026, respectively. The difference was primarily due to the price change of the cryptocurrencies.
Impairment on equity investments. We recorded impairment on other investment of RMB42.8 million in 2025 and nil in 2026. The difference was primarily due to the impairment on Beijing Weiming Naonao Technology Co., Ltd.
Impairment on Other investments. We recorded impairment on other investment of RMB0.03 million in 2025 and RMB 82.6 million (US$12.2 million) in 2026, primarily due to the impairment on investment of Shenma in 2026.
Changes in fair value on other investments. We recognized positive changes in fair value on other investment amounted to RMB0.3 million in 2025, primarily due to the positive fair value change on Nano Labs, Ltd and SMI. We recognized negative changes in fair value on other investment amounted to RMB0.06 million (US$0.01 million) in 2026, primarily due to the negative fair value change on Nano Labs, Ltd.
Interest Expenses. We recorded interest expenses amounting to RMB 11.5 million (US$1.7 million) in 2026 and RMB4.1 million in 2025, primarily due to the increase on non-cash amortization of debt discount.
Gain on fair value of derivative. We had a gain from change in fair value of conversion feature derivative liability of RMB4.8 million (US$0.7 million) in 2026 and a gain from change in fair value of conversion feature derivative liability of RMB 18.1 million in 2025, primarily due to the increase on non-cash amortization of debt discount and fair value change on options.
Gain on extinguishment of convertible notes. We recorded gain on extinguishment of convertible notes of nil in 2025 and RMB 1.8 million (US$ 0.3 million) in 2026, primarily due to the gain from the extinguishment of convertible notes repaid in 2026.
Cryptocurrency reward. We recorded cryptocurrency amounting to RMB 75.3 million (US$11.1 million) in 2026 and nil in 2025, mainly related to the Group received 475,000,000 9BIT tokens pursuant to a cooperation agreement with the 9BIT Foundation, during the three months ended June 30, 2026
Fair value change on 9BIT tokens. We recorded fair value change on 9BIT tokens of nil and RMB 320.4 million (US$(47.2 million) in 2025 and 2026, respectively. The difference was primarily due to the price change of the 9BIT tokens.
Foreign Exchange Gain (Loss). We recorded foreign exchange loss of RMB 0.3 million in 2025 and gain of RMB 2.1 million (US$0.3 million) in 2026.
Other Income, Net. We recorded other income amounting to RMB 0.7 million (US$0.1 million) in 2026 mainly related to the gain on sale of S19 mining equipment and released rewards from File coin node. We recorded other income amounting to RMB1.7 million in 2025, mainly relating to income from sales of fixed assets in 2025.
Net Income (Loss) Income Attributable to The9 Limited ordinary Shareholders. Primarily as a result of the cumulative effect of the above factors, we recorded a net income attributable to our ordinary shareholders of RMB220.9 million (US$32.6 million) in 2026, as compared with net loss attributable to our ordinary shareholders of RMB2.7 million in 2025.
Liquidity and Capital Resources
As of June 30, 2026, the Group had cash and cash equivalents of RMB12,725 thousand (US$1,875 thousand), compared to RMB58,489 thousand as of December 31, 2025.
Operating Activities. Net cash used in operating activities was RMB28,277 thousand for the six months ended June 30, 2026, primarily due to 1) net income of six months ended June 30, 2026 is RMB375,730 thousand, 2) impairment on other investment RMB82.6 thousand 3) Share-based compensation expenses RMB26.3 thousand, 4) impairment loss of equipment, intangible assets RMB31.4 thousand and offset by 1) receipt of 9bit from operating activities RMB263,972 thousand, 2) change in fair value of cryptocurrency RMB300,770 thousand. Net cash provided by operating activities was RMB1,292 thousand for six months ended June 30, 2025, primarily due to 1) net loss of six months ended June 30, 2025 is RMB 67,970 thousand, offset by 1) Impairment on equity investments RMB42,771 thousand 2) Share-based compensation expenses RMB23,378 thousand.
Investing Activities. Net cash used in investing activities was RMB9,342 thousand for the six months ended June 30, 2026, primarily due to proceeds from loan to a related party RMB9,848 thousand. Net cash used in investing activities was RMB2,074 thousand for the six months ended June 30, 2025, primarily due to Loan advanced to other party RMB2,156 thousand.
Financing Activities. Net cash used in financing activities was RMB7,224 thousand for the six months ended June 30, 2026, primarily due to Repayments of BTC Mortgage loan and offset by loan from related party. Net cash provided by financing activities was RMB26,713 thousand for six months ended June 30, 2025, primarily due to 1) Proceeds from issuance of convertible notes RMB 21,472 thousand 2) Proceeds from equity financing RMB 21,575 thousand, offset by Repayments of BTC Mortgage loan RMB16,334 thousand.
Exhibit 99.3
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of The9 Limited
Results of Review of Interim Financial Information
We have reviewed the accompanying unaudited condensed consolidated balance sheet of The9 Limited (the “Company”) as of June 30, 2026, and the related unaudited condensed consolidated statements of operations and comprehensive income (loss) for the three and six-month periods ended June 30, 2026 and 2025, and cash flows for the six-month periods ended June 30, 2026 and 2025, and changes in equity for the six-month periods ended June 30, 2026, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the condensed financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.
Management has informed us that the interim financial information does not include condensed consolidated statements of changes in equity and cash flows, or the note disclosures required by accounting principles generally accepted in the United States of America for interim financial reporting. The effects on the interim financial information of the omission of these statements and related note disclosures have not been determined.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2025, and the related consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for the year then ended (not presented herein), and in our report dated April 15, 2026, we expressed an unqualified opinion on those consolidated financial statements. The information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2025, is derived from the audited financial statements as of and for the year ended December 31, 2025.
Basis for Review Results
This interim financial information is the responsibility of the Company’s management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial information as a whole. Accordingly, we do not express such an opinion.
We are a public accounting firm registered with the PCAOB and we are independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
/s/ RBSM LLP
RBSM LLP
PCAOB ID: 587
Houston, Texas
August 24, 2026