NCTY 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 November 2025
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 ¨
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 Financial Officer | |
Date: November 12, 2025
Exhibit 99.1
The9 Limited to Hold Annual General Meeting on December 22, 2025
Shanghai China, November 12, 2025 — The9 Limited (Nasdaq: NCTY) (the “Company”), an established Internet company, today announced that it will hold its annual general meeting of shareholders (“AGM”) at BNY Mellon Office, Room No. 2602, 26/F Three Pacific Place, 1 Queen’s Road East, Wanchai, Hong Kong at 2:00 p.m. (local time) on December 22, 2025, for the purpose of considering and, if thought fit, passing the proposed resolution sets forth in the notice of AGM. The board of directors of the Company fully supports the proposed resolution and recommends that shareholders and holders of the Company’s American Depositary Shares (“ADSs”) vote in favor of the resolution set out in the notice of AGM.
The Board of Directors of the Company has fixed the close of business on November 14, 2025, as the record date (the “Record Date”) for determining the shareholders entitled to receive the notice of, and to attend and vote at the AGM, or any adjournment or postponement thereof.
Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to notice of, to attend and vote at the AGM, or any adjournment or postponement thereof. Beneficial owners of the Company’s American Depositary Shares (“ADSs”) are welcome to attend the AGM in person. Beneficial owners of the Company’s ADSs who wish to exercise their voting rights for the underlying ordinary shares must act through the depositary of the Company’s ADS program, The Bank of New York Mellon.
The notice and the form of proxy of the AGM are also available on the Company’s website at http://www.the9.com/en/agms.html. The Company has filed its annual report (the “Annual Report”), which includes the Company’s audited financial statements for the fiscal year ended December 31, 2024, with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s Annual Report can be accessed on the investor relations section of its website at http://www.the9.com, and on the SEC’s website at http://www.sec.gov. Holders of the Company’s ordinary shares or ADSs may obtain a copy of the Company’s Annual Report, free of charge, by email to [email protected] or by writing to:
The9 Limited
17 Floor,
No. 130, Wu Song Road,
Hong Kou District,
Shanghai 200080, PRC
About The9 Limited
The9 Limited (The9) is an Internet company listed on Nasdaq in 2004. The9 is committed to become a global diversified high-tech Internet company and is engaged in online games operation and Bitcoin mining business.
Investor Relations Contact
Ms. Rebecca Cai
Investor Relations Specialist
The9 Limited
Tel: +86 (21) 6108-6080
Email: [email protected]
Website: https://www.the9.com
1
Exhibit 99.2
THE9 LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Nasdaq Ticker: NCTY)
NOTICE OF ANNUAL GENERAL MEETING
To be held on December 22, 2025
(or any adjournment(s) or postponement(s) thereof)
NOTICE IS HEREBY GIVEN that an Annual General Meeting (the “AGM”) of The9 Limited (the “Company”) will be held at BNY Mellon Office, Room No. 2602, 26/F Three Pacific Place, 1 Queen’s Road East, Wanchai, Hong Kong on December 22, 2025, at 2:00 p.m., local time, and at any adjournment(s) or postponement(s) thereof, for the following purpose:
| 1. | To consider and, if thought fit, pass the following resolution as an ordinary resolution: |
“THAT:
Mr. Zhu Jun, whose term of office shall expire on the date of this Annual General Meeting, be re-elected and appointed as a Class III Director of the Company, effective from the closing of this Annual General Meeting, to serve for a three (3) year term ending at the 2028 Annual General Meeting or until his successor is duly elected and qualified.”
Mr. Zhu Jun’s biography is set forth on page 137 of the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) available at http://www.the9.com/.
The Board of Directors of the Company has fixed the close of business on November 14, 2025, as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of, to attend and to vote at the Annual General Meeting or any adjournment(s) or postponement(s) thereof.
Holders of record of the Company’s ordinary shares at the close of business on the Record Date (Shanghai time) are entitled to notice of, to attend and vote at the AGM, or any adjournment or postponement thereof. Beneficial owners of the Company’s American Depositary Shares (“ADSs”) are welcome to attend the AGM in person. Beneficial owners of the Company’s ADSs who wish to exercise their voting rights for the underlying ordinary shares must act through the depositary of the Company’s ADS program, The Bank of New York Mellon.
Shareholders and holders of the Company’s ADSs have been advised that the notice of Annual General Meeting, the Company’s 2024 Annual Report, free of charge, are available for viewing and downloading on the internet at http://www.the9.com/. If you do not have access to the internet and would like to obtain a hardcopy of the notice of Annual General Meeting and/or the 2024 Annual Report, please write to:
The9 Limited
17 Floor, No. 130, Wu Song Road,
Hong Kou District,
Shanghai 200080, PRC
Attention: Investor Relations
You may also request for a hardcopy of the notice of Annual General Meeting and/or the 2024 Annual Report by email to: [email protected].
| By Order of the Board of Directors, | |
| The9 Limited | |
| /s/ Jun Zhu | |
| Jun Zhu | |
| Shanghai, November 12, 2025 | Chairman and Chief Executive Officer |
| Executive Office: | Registered Office: |
| Floor 17, | COLLAS CRILL CORPORATE SERVICES LIMITED |
| No. 130, Wu Song Road | P. O. Box 709 |
| Hong Kou District, | Floor 2, Willow House, |
| Shanghai 200080 | Cricket Square |
| Grand Cayman, | |
| KY1-1107 | |
| Cayman Islands |
Exhibit 99.3
THE9 LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Nasdaq Ticker: NCTY)
Form of Proxy for Annual General Meeting
to be held on December 22, 2025
(or any adjournment(s) or postponement(s) thereof)
Introduction
This Form of Proxy is furnished in connection with the solicitation by the board of directors of The9 Limited, a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding Class A and Class B ordinary shares, each with a par value US$0.01 per share, of the Company (collectively, the “Ordinary Shares”) to be exercised at the Annual General Meeting of the Company (the “Meeting”) to be held at BNY Mellon Office, Room No. 2602, 26/F Three Pacific Place, 1 Queen’s Road East, Wanchai, Hong Kong on December 22, 2025 at 2:00 p.m., local time, and at any adjournment(s) or postponement(s) thereof, for the purpose sets forth in the accompanying Notice of Annual General Meeting (the “Meeting Notice”).
Only the holders of record of the Ordinary Shares at the close of business on November 14, 2025 (the “Record Date”) are entitled to notice of, to attend and to vote at the Meeting. Each Class A ordinary share is entitled to one vote on all matters and each Class B ordinary share is entitled to one hundred votes on all matters. The quorum of the Meeting shall be one or more shareholders present in person or by proxy representing an aggregate of one-third of all Ordinary Shares in issue and entitled to vote. This Form of Proxy and the accompanying Meeting Notice will be first mailed to the shareholders of the Company on or about November 26, 2025.
The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the Meeting as indicated or, if no instruction is given, the proxy will vote the shares in his/her discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the Meeting acts as proxy and is entitled to exercise his/her discretion, he/she is likely to vote the shares FOR the resolution. As to any other business that may properly come before the Meeting, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the Meeting. However, if any other matter properly comes before the Meeting, or any adjournment(s) or postponement(s) thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised by (i) filing with the Company, at the Company’s office set forth below, a duly signed revocation or (ii) voting in person at the Meeting.
To be valid, this Form of Proxy must be completed, signed and returned to the Company’s office (to the attention of the Investor Relations Department) at 17 Floor, No. 130, Wu Song Road, Hong Kou District, Shanghai 200080, People’s Republic of China as soon as possible so that it is received by the Company no later than 48 hours before the time of the Meeting.
THE9 LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Nasdaq Ticker: NCTY)
Form of Proxy for Annual General Meeting
to be held on December 22, 2025
(or any adjournment(s) or postponement(s) thereof)
I/We __________________ of _______________________________________________________________, being the registered holder of ______________ ordinary shares, (Note 1) par value US$0.01 per share, of The9 Limited (the “Company”), hereby appoint the Chairman of the Annual General Meeting(Note 2) __________________ or _________________________ of as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjournment(s) or postponement(s) thereof) of the Company to be held at BNY Mellon Office, Room No. 2602, 26/F Three Pacific Place, 1 Queen’s Road East, Wanchai, Hong Kong on December 22, 2025 at 2:00 p.m., local time and at any adjournment(s) or postponement(s) thereof, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit. (Note 3)
| RESOLUTION | FOR | AGAINST | ABSTAIN | |
| 1. | The resolution as set out in Section 1 of the Notice of Annual General Meeting regarding the re-election and appointment of Mr. Zhu Jun as a Class III Director of the Company. |
| Dated _______________, 2025 | Signature(s) (Note 4) |
Notes:
| 1 | Please insert the class (i.e., Class A or Class B) and number of ordinary shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 2 | If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THE MEETING” and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his/her stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT. |
| 3 | IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR.” IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST.” ALTERNATIVELY, YOU MAY ALSO INDICATE THE RESPECTIVE NUMBERS OF SHARES FOR EACH OF THE “FOR,” “AGAINST” AND “ABSTAIN” COLUMNS. The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the Meeting as indicated or, if no instruction is given, the proxy will vote the shares in his/her discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the Chairman acts as proxy and is entitled to exercise his/her discretion, he/she is likely to vote the shares FOR the resolution. As to any other business that may properly come before the Meeting, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any amendment to the resolution referred to in the Notice of Annual General Meeting which has been properly put to the Annual General Meeting. |
| 4 | This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the same. |