UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 10)*
Under the Securities Exchange Act of 1934
The9 Limited
(Name of Issuer)
Class A ordinary shares, par value US$0.01
per share
(Title of Class of Securities)
88337K302**
(CUSIP Number)
Jun Zhu
Incsight Limited
c/o 17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People’s Republic of China |
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
September 7,
2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
** This CUSIP applies to the American Depositary Shares, evidenced
by American Depositary Receipts, each representing thirty Class A ordinary shares of The9 Limited.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1 |
NAMES OF REPORTING PERSONS
Jun Zhu |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
PF, OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
245,124,658 ordinary shares(1) |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
245,124,658 ordinary shares(1) |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,124,658 ordinary shares(1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%(2) |
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
|
|
|
|
| (1) | Consists of (i) 6,107,334 Class B ordinary
shares and 912,094 Class A ordinary shares represented by American depositary shares (“ADSs”) held by Incsight Limited,
a British Virgin Islands company that is wholly owned and controlled by Mr. Jun Zhu, and (ii) 7,500,000 Class B ordinary
shares, 225,300,000 Class A ordinary shares and 5,305,230 Class A ordinary shares represented by ADSs held by Mr. Jun Zhu,
among which 114,000,000 Class A ordinary shares are subject to lock-up period and restrictions that will be removed in installments,
provided that certain pre-agreed performance target of the Issuer are met. Each Class B ordinary share is convertible at the
option of the holder into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B
ordinary shares under any circumstances. |
| (2) | Based on 1,210,757,527 outstanding ordinary shares as a
single class, being the sum of 1,197,150,193 Class A ordinary shares and 13,607,334 Class B ordinary shares outstanding as of
September 7, 2023. |
1 |
NAMES OF REPORTING PERSONS
Incsight Limited |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
WC, OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
7,019,428 ordinary shares(1) |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
7,019,428 ordinary shares(1) |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,019,428 ordinary shares(1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.58%(2) |
14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
|
|
|
|
| (1) | Consists of 6,107,334 Class B ordinary shares and 912,094 Class A ordinary shares represented by ADSs held by Incsight Limited,
a British Virgin Islands company that is wholly owned and controlled by Mr. Jun Zhu. Each Class B ordinary share is convertible
at the option of the holder into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B
ordinary shares under any circumstances. |
| (2) | Based on 1,210,757,527 outstanding ordinary shares as a single class, being the sum of 1,197,150,193 Class A ordinary shares
and 13,607,334 Class B ordinary shares outstanding as of September 7, 2023. |
EXPLANATORY NOTE
This
Amendment No. 10 (the “Amendment”) amends the Statement on Schedule 13D initially filed with the Securities
and Exchange Commission (the “SEC”) on December 24, 2015, as amended by the Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and
Amendment No. 9 to the Schedule 13D filed with the SEC on March 29, 2016, January 9, 2017, July 27, 2017, October 9,
2018, February 4, 2019, July 1, 2019, June 23, 2020, April 15, 2021 and September 17, 2021, respectively (the
“Schedule 13D”), by Mr. Jun Zhu and Incsight Limited (the “Reporting Persons,” and each, a
“Reporting Person”) with respect to the Class A ordinary shares and Class B ordinary shares, par value US$0.01
per share, of The9 Limited (the “Issuer”). Capitalized terms used herein but not otherwise defined herein have the
meanings given to them in the Schedule 13D. This Amendment is being filed to report a material change in beneficial ownership by the Reporting
Persons, and amends Items 2, 3 and 5 of the Schedule 13D. Except as provided herein, all other information in the Schedule 13D remains
the same.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended by
the following.
(a)–(c), (f) This Schedule 13D is being
filed jointly by Jun Zhu (“Mr. Zhu”) and Incsight Limited, a company with limited liability incorporated under
the laws of the British Virgin Islands (“Incsight,” together with Mr. Zhu, the “Reporting Persons,”
and each, a “Reporting Person”).
Mr. Zhu is the Chairman of the Board of Directors
and Chief Executive Officer of the Issuer. Mr. Zhu is a citizen of the Republic of Singapore. The principal business address of Mr. Zhu
is c/o 17 Floor, No. 130 Wu Song Road, Hong Kou District, Shanghai 200080, People’s Republic of China.
Incsight is principally an investment holding vehicle
and is wholly owned and controlled by Mr. Zhu. The principal business address of Incsight is c/o 17 Floor, No. 130 Wu Song Road,
Hong Kou District, Shanghai 200080, People’s Republic of China.
(d), (e) During the past five years, none
of any Reporting Person or (a) any partner, executive officer or director of any Reporting Person, (b) any person controlling
any Reporting Person or (c) any partner, executive officer or director of any person ultimately in control of any Reporting Person
has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby supplemented
by the following.
On
September 7, 2023, as approved and authorized by the Board of Directors of the Issuer and its Compensation Committee and Audit
Committee, the Issuer issued an aggregate number of 174,000,000 Class A ordinary shares to Mr. Jun Zhu in the form of restricted
shares pursuant to the Tenth Amended and Restated 2004 Stock Option Plan of the Issuer. Those restricted shares are subject to a three-year
lock-up period and restrictions that will be removed in installments, provided that certain pre-agreed performance target of the
Issuer are met, except that the lock-up restrictions on 60,000,000 Class A ordinary shares were removed immediately after the date
of share issuance. Those restricted shares or any portion thereof can only be freely transferable upon the removal of the lock-up restrictions.
Item 5. Interest in Securities of the Issuer.
The first paragraph under Item 5(a)–(b) of
the Schedule 13D is hereby amended and restated as follows.
(a)–(b) The
following information with respect to the ownership of the ordinary shares beneficially owned by the Reporting Persons filing this statement
on Schedule 13D/A is provided as of September 7, 2023.
For Mr. Jun Zhu
| |
Class A ordinary shares | | |
Class B ordinary shares | | |
Total ordinary shares on the as- converted basis | | |
Percentage of Aggregate Voting Power | |
(a) Amount beneficially owned | |
| 231,517,324 | (1) | |
| 13,607,334 | (1) | |
| 245,124,658 | (1) | |
| — | |
(b) Percent of class: | |
| 19.3 | %(2) | |
| 100.0 | %(3) | |
| 20.2 | %(4) | |
| 62.2 | %(5) |
(c) Number of shares as to which the person has: | |
| | | |
| | | |
| | | |
| | |
(i) Sole power to vote or to direct the vote | |
| 231,517,324 | (1) | |
| 13,607,334 | (1) | |
| 245,124,658 | (1) | |
| — | |
(ii) Shared power to vote or to direct the vote | |
| 0 | | |
| 0 | | |
| 0 | | |
| — | |
(iii) Sole power to dispose or to direct the disposition of | |
| 231,517,324 | (1) | |
| 13,607,334 | (1) | |
| 245,124,658 | (1) | |
| — | |
(iv) Shared power to dispose or to direct the disposition of | |
| 0 | | |
| 0 | | |
| 0 | | |
| — | |
Notes:
| (1) | Includes (i) 6,107,334 Class B ordinary shares and 912,094 Class A ordinary shares represented by ADSs held by Incsight
Limited, a British Virgin Islands company that is wholly owned and controlled by Mr. Jun Zhu, and (ii) 7,500,000 Class B
ordinary shares, 225,300,000 Class A ordinary shares and 5,305,230 Class A ordinary shares represented by ADSs held by Mr. Jun
Zhu, among which 114,000,000 Class A ordinary shares are subject to lock-up period and restrictions that will be removed in installments,
provided that certain pre-agreed performance target of the Issuer are met. Each Class B ordinary share is convertible at the
option of the holder into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B
ordinary shares under any circumstances. |
| (2) | Based on 1,197,150,193 Class A ordinary shares
outstanding as of September 7, 2023. |
| (3) | Based on 13,607,334 Class B ordinary shares outstanding
as of September 7, 2023. |
| (4) | The percentage of the class of securities beneficially owned
by the Reporting Person is based on 1,210,757,527 outstanding ordinary shares as a single class, being the sum of 1,197,150,193
Class A ordinary shares and 13,607,334 Class B ordinary shares outstanding as of September 7, 2023. |
| (5) | For each Reporting Person, percentage of aggregate voting
power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer’s
Class A and Class B ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per
share and each holder of Class B ordinary shares is entitled to one hundred votes per share on all matters submitted to them
for a vote. |
For Incsight Limited
| |
Class A ordinary shares | | |
Class B ordinary shares | | |
Total ordinary shares on the as- converted basis | | |
Percentage of Aggregate Voting Power | |
(a) Amount beneficially owned | |
| 912,094 | (1) | |
| 6,107,334 | (1) | |
| 7,019,428 | (1) | |
| — | |
(b) Percent of class: | |
| 0.1 | %(2) | |
| 44.9 | %(3) | |
| 0.6 | %(4) | |
| 23.9 | %(5) |
(c) Number of shares as to which the person has: | |
| | | |
| | | |
| | | |
| | |
(i) Sole power to vote or to direct the vote | |
| 912,094 | (1) | |
| 6,107,334 | (1) | |
| 7,019,428 | (1) | |
| — | |
(ii) Shared power to vote or to direct the vote | |
| 0 | | |
| 0 | | |
| 0 | | |
| — | |
(iii) Sole power to dispose or to direct the disposition of | |
| 912,094 | (1) | |
| 6,107,334 | (1) | |
| 7,019,428 | (1) | |
| — | |
(iv) Shared power to dispose or to direct the disposition of | |
| 0 | | |
| 0 | | |
| 0 | | |
| — | |
Notes:
| (1) | Includes 6,107,334 Class B ordinary shares and 912,094 Class A ordinary shares represented by ADSs held by Incsight Limited,
a British Virgin Islands company that is wholly owned and controlled by Mr. Jun Zhu. |
| (2) | Based on 1,197,150,193 Class A ordinary shares
outstanding as of September 7, 2023. |
| (3) | Based on 13,607,334 Class B ordinary shares outstanding
as of September 7, 2023. |
| (4) | The percentage of the class of securities beneficially owned
by the Reporting Person is based on 1,210,757,527 outstanding ordinary shares as a single class, being the sum of 1,197,150,193
Class A ordinary shares and 13,607,334 Class B ordinary shares outstanding as of September 7, 2023. |
| (5) | For each Reporting Person, percentage of aggregate voting
power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer’s
Class A and Class B ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per
share and each holder of Class B ordinary shares is entitled to one hundred votes per share on all matters submitted to them
for a vote. |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:
September 27, 2023
|
/s/ Jun Zhu |
|
Jun Zhu |
|
|
|
|
|
|
Incsight Limited |
|
|
|
|
By: |
/s/ Jun Zhu |
|
Name: |
Jun Zhu |
|
Title: |
Director |
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