NCTY The9 Limited

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

The9 Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

88337K104

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*	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 the disclosures provided in a prior cover page.

The information required in 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).

(Continued on following pages)

 

 

 

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CUSIP No.: 88337K104

 

(1)		Name of reporting persons   Jun Zhu
(2)		Check the appropriate box if a member of a group* (a)  ¨        (b)  x
(3)		SEC use only
(4)		Citizenship or place of organization       Republic of Singapore
Number of shares beneficially owned by each reporting person with				(5)		Sole voting power   7,787,834 ordinary shares, consisting of (i) 6,187,834 ordinary shares held through Incsight Limited, a British Virgin Islands company 100% owned by Jun Zhu, and (ii) 1,600,000 ordinary shares that may be purchased through exercising the options held by Jun Zhu
				(6)		Shared voting power       0(1)
				(7)		Sole dispositive power   7,787,834 ordinary shares, consisting of (i) 6,187,834 ordinary shares held through Incsight Limited, a British Virgin Islands company 100% owned by Jun Zhu, and (ii) 1,600,000 ordinary shares that may be purchased through exercising the options held by Jun Zhu
				(8)		Shared dispositive power       0
(9)		Aggregate amount beneficially owned by each reporting person       7,787,834 ordinary shares
(10)		Check box if the aggregate amount in Row (9) excludes certain shares*    ¨
(11)		Percent of class represented by amount in Row (9)       27.1%
(12)		Type of reporting person*       IN

 

(1)

On November 26, 2004, Incsight Limited and Bosma Limited entered into a voting agreement with respect to the election of the board of directors of the Issuer. However, ordinary shares held by Bosma Limited are not included for purposes of calculating beneficial ownership of Incsight Limited or Jun Zhu.

 

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CUSIP No.: 88337K104

 

(1)		Name of reporting persons   Incsight Limited
(2)		Check the appropriate box if a member of a group* (a)  ¨        (b)  x
(3)		SEC use only
(4)		Citizenship or place of organization       British Virgin Islands
Number of shares beneficially owned by each reporting person with				(5)		Sole voting power       6,187,834 ordinary shares
				(6)		Shared voting power       0(1)
				(7)		Sole dispositive power       6,187,834 ordinary shares
				(8)		Shared dispositive power       0
(9)		Aggregate amount beneficially owned by each reporting person       6,187,834 ordinary shares
(10)		Check box if the aggregate amount in Row (9) excludes certain shares*    ¨
(11)		Percent of class represented by amount in Row (9)       21.5%
(12)		Type of reporting person*       CO

 

(1)	On November 26, 2004, Incsight Limited and Bosma Limited entered into a voting agreement with respect to the election of the board of directors of the Issuer. However, ordinary shares held by Bosma Limited are not included for purposes of calculating beneficial ownership of Incsight Limited.

 

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Item 1(a).

Name of Issuer:

The9 Limited (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Building No. 3, 690 Bibo Road

Zhangjiang Hi-Tech Park, Pudong New Area

Shanghai 201203, People’s Republic of China

 

Item 2(a).

Name of Person Filing:

Jun Zhu

Incsight Limited

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

Jun Zhu

Building No. 3, 690 Bibo Road

Zhangjiang Hi-Tech Park, Pudong New Area

Shanghai 201203, People’s Republic of China

Incsight Limited

c/o Jun Zhu

Building No. 3, 690 Bibo Road

Zhangjiang Hi-Tech Park, Pudong New Area

Shanghai 201203, People’s Republic of China

 

Item 2(c).

Citizenship:

Jun Zhu — Republic of Singapore

Incsight Limited — British Virgin Islands

 

Item 2(d).

Title of Class of Securities:

Ordinary Shares, par value US$0.01 per share

 

Item 2(e).

CUSIP Number:

88337K104

 

Item 3.

Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

Not Applicable.

 

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Item 4

Ownership:

The following information with respect to the ownership of the ordinary shares of the Issuer by the Reporting Persons is provided as of December 31, 2014:

 

										Number of shares as to which such person has:
Reporting Person		Amount Beneficially Owned				Percent of Class				Sole Power to Vote or Direct the Vote				Shared Power to Vote or to Direct the Vote				Sole Power to Dispose or to Direct the Disposition of				Shared Power to Dispose or to Direct the Disposition of
Jun Zhu			7,787,834				27.1	%			7,787,834				0				7,787,834				0
Incsight Limited			6,187,834				21.5	%			6,187,834				0				6,187,834				0

Incsight Limited, a British Virgin Islands company, is the record owner of 6,187,834 ordinary shares of the Issuer. Jun Zhu is the sole owner and director of Incsight Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Jun Zhu may be deemed to beneficially own all of the shares held by Incsight Limited. In addition, Jun Zhu may be deemed to beneficially own 1,600,000 ordinary shares that may be purchased through exercising the options held by him within 60 days after December 31, 2014.

The Issuer had 28,783,929 ordinary shares outstanding as of December 31, 2014.

 

Item 5.

Ownership of Five Percent or Less of a Class:

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group:

Not Applicable.

 

Item 9.

Notice of Dissolution of Group:

Not Applicable.

 

Item 10.

Certifications:

Not Applicable.

 

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2015

 

Jun Zhu				/s/ Jun Zhu
				Jun Zhu
Incsight Limited				By:		/s/ Jun Zhu
				Name:		Jun Zhu
				Title:		Director

[Signature Page to Schedule 13G]

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LIST OF EXHIBITS

 

Exhibit No.		Description
A		Joint Filing Agreement

Exhibit A

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.01 per share of The9 Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

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SIGNATURE

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 12th day of February, 2015.

 

Jun Zhu				/s/ Jun Zhu
				Jun Zhu
Incsight Limited				By:		/s/ Jun Zhu
				Name:		Jun Zhu
				Title:		Director

[Signature Page to Joint Filing Agreement, Schedule 13G]