A.History and Development of the Company We were incorporated in the Cayman Islands on December 22, 1999 under the name GameNow.net Limited as an exempted company limited by shares and were renamed The9 Limited in February 2004. We formed GameNow.net (Hong Kong) Limited, or GameNow, on January 17, 2000 in Hong Kong, as a wholly owned subsidiary. We now conduct our operations through NBTC Limited, a wholly- owned subsidiary in Hong Kong, and Shanghai Hui Ling, a wholly owned subsidiary of GameNow in China. Due to the current restrictions on foreign ownership of ICP and internet culture operation in China, currently, we rely on Shanghai IT, the variable interest entity, in holding certain licenses and approvals necessary for our business online game operations through a series of contractual arrangements with Shanghai IT and its shareholders. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions Arrangements with Variable Interest Entity” for details of the contractual arrangements with Shanghai IT and its shareholders. We do not hold any equity interest in Shanghai IT. The ADSs, each currently representing 300 Class A ordinary shares, are listed on the Nasdaq Capital Market. The ADSs are traded under the symbol “NCTY.” Our principal executive office is located at 17 Floor, No. 130 Wu Song Road, Shanghai 200080, People’s Republic of China. Our registered office in the Cayman Islands is located at the offices of CARD Corporate Services Ltd, c/o Collas Crill Corporate Services Limited, Floor 2, Willow House, Cricket Square, PO Box 709, Grand Cayman KY1-1107 Cayman Islands. Our website is https://www.the9.com. The information on our websites should not be deemed to be part of this annual report. The SEC also maintains a website at https://www.sec.gov that contains reports, proxy, and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. Below please find our key business developments and important events, especially those happened in the last three financial years. Development of Businesses and Strategic Alliances Since February 2021, we started our cryptocurrency mining business in China. From time to time, we have selectively invested in cryptocurrency mining businesses. See “Item 4. Information on the Company—B. Business Overview—Cryptocurrency Mining” for material strategic investments in cryptocurrency mining businesses over the past years. Since late 2024, we have pivoted to the online gaming business again. 81 Table of Contents ​ In 2024, we have made series of investments into China based companies developing AI generative content, such as (i) Wuhan Weixiang Science and Technology Co., Ltd. (“WeiXiang”), an AI-powered educational technology company in China, we purchased 19% of WeiXiang shares on the fully-diluted basis by cash and issuance of our restricted shares. We have also been granted a purchase option to purchase up to 51% of the total shares of WeiXiang based on a valuation calculated as 7 times of Weixiang’s audited annual profit after tax, provided that such valuation should be no less than US$45 million; (ii) Shenma Limited (“Shenma”), a company that developed and operates Shenma.io, a leading digital human SaaS platform driven by artificial intelligence-generated content (AIGC). We purchased 19% shares of Shenma in exchange for cash payment and issuance of our restricted shares; (iii) Kuaijin Shidai (Xiamen) Technology Co., Ltd. (“KuaiJin”), a company operating unmanned retail store platform in China. We purchased 15% of KuaiJin shares on the fully-diluted basis by cash and issuance of our restricted shares; and (iv) Beijing Weimingnaonao Science And Technology Co., Ltd. (“WM Therapeutic”), a company engaged in the development of digital treatment of cognitive diseases and digital drug research and development business. We purchased an additional 21.7% shares of WM Therapeutic by cash and issuance of our restricted shares. We had purchased 8.3% shares of WM Therapeutics in 2021. With the signing of this Agreement, we owned 30% of WM Therapeutic. We are also granted a purchase option to purchase up to 51% of the total shares of WM Therapeutic under certain conditions. None of the companies are developing any AI models themselves and are engaged in the “covered activities” under the meaning of the final rule issued by the U.S. Department of the Treasury imposing restrictions on U.S. outbound investment in Chinese companies active in developing certain national security technologies. We do not plan to further invest in AI related businesses. In November 2025, due to dissatisfaction with WeiXiang’s performance in 2025, we entered into a share transfer agreement with WeiXiang, pursuant to which we and WeiXiang agreed to repurchase our respective shares from each other by way of returning their respective shares (the “WeiXiang Share Transfer Agreement”). Upon the closing of WeiXiang Share Transfer Agreement, we only hold 3.33% shares of WeiXiang, which were received as consideration for the cash we paid. We sole the repurchased shares of us returned from WeiXiang under the WeiXiang Share Transfer Agreement to third-party purchaser. As of the date of this annual report, WeiXiang does not hold any of our shares. In July 2025, we reached an agreement with WM Therapeutic via entering into a share transfer agreement, pursuant to which the Company and WM Therapeutic agree to repurchase their respective shares from each other by way of returning their respective shares (the “WM Therapeutic Share Transfer Agreement”). Upon the closing of WM Therapeutic Share Transfer Agreement, we hold 8.3% shares of WM Therapeutics by virtue of our initial investment in WM Therapeutics in 2021. We sold the repurchased shares of us returned from WM Therapeutic under the WM Therapeutic Share Transfer Agreement to third-party purchaser. As of the date of this annual report, WM Therapeutic does not hold any of our shares. ​ 82 Table of Contents ​ In May 2024, we entered into an exclusive publishing license agreement with Wemade Co. Ltd. (Wemade), a Korean company that owns the publishing rights to MIR M game, pursuant to which our wholly owned subsidiary incorporated in Hong Kong, China Crown Technology Limited, has the right to exclusively publish and service the new MIR M game in mainland China, in both mobile and PC version. However, the original publishing license agreement we entered into in May 2024 was terminated in October 2025 due to certain unstable factors in relation with MIR M Chinese trademark. The parties have reached settlements including the refund of license fee and the minimum payment fee that China Crown Technology Limited had already paid to Wemade under the original publishing license agreement. In August 2025, our wholly-owned Hong Kong subsidiary, Vast Ocean International Limited, operates the9bit, a next-generation gaming hub combining gameplay, top-ups, creator rewards, and community spaces. The proprietary the9bit gaming platform has surpassed 8 million users since its August 2025 launch. In September 2025, our variable interest entity Shanghai The9 Information Technology Co., Ltd. entered into a definitive agreement with Shanghai ZhongShun HengXin Network Technology Co., Ltd. (“ZhongShun”) to acquire 51% equity of ZhongShun’s wholly-owned subsidiary, Shanghai ZhongXinShun Network Technology Co., Ltd. (“ZhongXinShun”), the joint venture. ZhongShun contributed the exclusive rights of its two proprietary mobile games for zero consideration: (i) Glory All Stars (荣耀全明星) – an action RPG; and (ii) Ultraman: Hero Beyond Time (奥特曼:超时空英雄) – A newly developed action RPG title based on the globally renowned Ultraman IP, designed as an upgraded version of Glory All Stars with proven game play mechanics stability and strong IP-driven appeal. Throughout 2025, we terminated our cooperation agreements with the joint venture partners, Zhejiang Huanyu, Tongze, JiTou (each as defined below), due to their failure to meet annual operational targets. In December 2025, we terminated cooperation agreements with Zhejiang Huanyu Network Technology Co., Ltd. (“Zhejiang Huanyu”), including the Share Purchase Agreement, Framework Cooperation Agreement, and the Joint Venture Agreement, due to the failure of the joint venture company to achieve annual operational targets. In November 2025, we terminated cooperation agreements with Shao Xing TongZe Network Science and Technology Co., Ltd. (“Tongze”), including the Share Purchase Agreement, Framework Cooperation Agreement, and the Joint Venture Agreement, due to the failure of the joint venture company to achieve annual operational targets. In July 2025, we terminated cooperation agreements with Shenzhen gNetop Interactive Technology Co., Ltd. (“JiTuo”), including the Share Purchase Agreement, Framework Cooperation Agreement, and the Joint Venture Agreement, due to the re-negotiation and agreement on the remaining 49% acquisition of the joint venture, Shenzhen Shuzhi Technology Co., Ltd. (“Shuzhi”). We did not close the transaction of the joint venture agreement with Qing Cheng. In July 2025, immediately after the termination of joint venture agreement with JiTuo, we re-negotiated another agreement with JiTuo and acquired the remaining 49% of shares in Shenzhen Shuzhi for the total consideration price of RMB 75 million, and signed a share purchase agreement with JiTuo to reflect the acquisition. Pursuant to the agreement, we will 1) pay RMB 30 million in cash, divided into two equal installments of RMB 15 million each and payable according to the terms thereof, i.e. cash consideration will be paid only when the targeted net profit before income tax is met, and 2) issue restricted Class A Ordinary shares for a total monetary value of RMB 45,000,000 in three batches subject to the satisfaction of the operational targets. Shares issued not released are subject to cancellation and return to the Company. Additionally, in February 2026, our variable interest entity Shanghai The9 Information Technology Co., Ltd. (“Shanghai IT”) has entered into a definitive cooperation agreement with Chengdu Lumosi Network Technology Co., Ltd. (“Chengdu Lumosi”) to launch an AI-powered short drama and AI-assisted interactive movie game. Shanghai IT currently holds the exclusive mobile game development and publishing license for the classic TVB drama The Greed of Man (大时代). The original television series was produced and is owned by TVB. Building upon its licensed premium drama IP portfolio and recent breakthroughs in generative AI video technologies — including next-generation large-scale video generation models and AI-enabled production pipelines — Shanghai IT has initiated the development of AI-powered short drama formats and AI-assisted interactive movie game concepts inspired by The Greed of Man, within the scope of its existing authorized rights. 83 Table of Contents ​ We made a few strategic alliances with multiple business partners. See “Item 4. Information on the Company—B. Business Overview—Strategic Alliances” for detailed information. Dual Class Structure On May 6, 2019, we held an extraordinary general meeting at which our shareholders approved, among other things, to adjust our authorized share capital and to adopt a dual-class share structure, consisting of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share then was entitled to one vote per share on all matters subject to vote at general meetings of our company. Each Class B ordinary share then was entitled to fifty (50) votes per share on all matters subject to vote at general meetings of our company. The issued and outstanding ordinary shares then held by Incsight Limited, a British Virgin Islands business company, which is wholly owned by Mr. Jun Zhu, our chairman and chief executive officer, and the issued and outstanding ordinary shares then held by Mr. Jun Zhu himself, were re-designated and re-classified as Class B ordinary shares. All other ordinary shares then issued and outstanding were re-designated and re-classified as Class A ordinary shares. On the same date, we amended and restated our then effective Amended and Restated Memorandum of Association and Articles of Association in their entirety and adopted our Second Amended and Restated Memorandum and Articles of Association which reflect, among other things, the changes to our capital structure. As a result of such changes, Mr. Jun Zhu holds the majority of our outstanding voting power and we became a “controlled company” as defined under Nasdaq Stock Market Rules. On December 22, 2021, we passed a special resolution to amend and restate our then effective Amended and Restated Memorandum of Association and Articles of Association in their entirety and adopted our Third Amended and Restated Memorandum and Articles of Association. Our shareholders approved, among other things, to adjust voting power of each Class B ordinary share from fifty (50) votes per share to a hundred (100) votes per share on all matters subject to vote at general meetings of our company. The issued and outstanding ordinary shares then held by Incsight Limited, a British Virgin Islands business company, which is wholly owned by Mr. Jun Zhu, our chairman and chief executive officer, and the issued and outstanding ordinary shares then held by Mr. Jun Zhu himself, are Class B ordinary shares. All other ordinary shares currently issued and outstanding are Class A ordinary shares. As a result of such changes, Mr. Jun Zhu holds the majority of our outstanding voting power and we remain to be a “controlled company” as defined under Nasdaq Stock Market Rules. In addition, we have included the Federal Forum Provision, which provides that the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) is the exclusive judicial forum within the U.S. for the resolution of any complaint asserting a cause of action arising out of or relating in any way to the federal securities laws of the United States. The Federal Forum Provision could limit the ability of holders of our Class A ordinary shares, the ADSs or other securities to obtain a favorable judicial forum for disputes with us, our directors and officers, the depositary, and potentially others. On December 27, 2024, we passed a special resolution to amend and restate our then effective Amended and Restated Memorandum of Association and Articles of Association in their entirety and adopt our Fourth Amended and Restated Memorandum and Articles of Association. Our shareholders approved, among other things, to increase the authorized share capital of the Company to US$500,000,000 divided into (i) 43,000,000,000 Class A ordinary shares of a par value of US$0.01 each, (ii) 6,000,000,000 Class B ordinary shares of a par value of US$0.01 each and (iii) 1,000,000,000 shares of a par value of US$0.01 each of such class or classes as our board of directors may determine in accordance with the Fourth Amended and Restated Memorandum and Articles of Association, in each case having rights, preferences, privileges and restrictions set forth in the Fourth Amended and Restated Memorandum and Articles of Association, by the creation of an additional 45,000,000,000 shares of a par value of U$0.01 each, consisting of (i) 38,700,000,000 Class A ordinary shares, (ii) 5,400,000,000 Class B ordinary shares, and (iii) 900,000,000 shares of such class or classes as our board of directors may determine in accordance with Fourth Amended and Restated Memorandum and Articles of Association. Grant of Share Incentive Awards In September 2023, pursuant to the Option Plan, we granted and issued an aggregate number of 214,650,000 Class A ordinary shares in the form of restricted shares and restricted share units to our directors, officers and employees. The 205,200,000 Class A ordinary shares issued pursuant to the Option Plan as the restricted shares to our executive officers and employees are subject to a three-year vesting schedule and lock-up restrictions, provided that the second-year and the third-year tranches of the restricted shares shall be released from the lock-up restrictions only upon the satisfaction of certain pre-agreed performance targets. The remaining 9,450,000 Class A ordinary shares were issued as restricted share units to our independent directors as part of their compensation for their services as our independent directors for the next three years. 84 Table of Contents ​ In June 2024, our board of directors and board committees authorized and approved the issuance of 11,250,000 Class A ordinary shares, pursuant to the Option Plan, to the company’s consultants who provided advisory services in connection with entering into relevant share purchase agreements with the investee companies engaged in AIGC business. In October 2024, our board of directors and board committees authorized and approved the issuance of 63,947,400 Class A ordinary shares, pursuant to the Option Plan, to the company’s consultant who provided advisory services in connection with entering into the Publishing Agreement with Wemade Co., Ltd. From December 2024 to February 2025, our board of directors and board committees authorized and approved the issuance of an aggregate number of 5,929,200 Class A ordinary shares to the company’s consultants who provided advisory services in connection with entering into the definitive joint venture agreements with online game operations and marketing companies. In March 2025, our board of directors and board committees authorized and approved the issuance of an aggregate number of 450,000,000 Class A ordinary shares (equivalent to 1,500,000 ADSs) pursuant to the Eleventh Amended and Restated 2004 Stock Option Plan in the form of the restricted shares to our directors, officers and employees. All Class A ordinary shares issued as the restricted shares to our directors, executive officers and employees are subject to a three-year vesting schedule and lock-up restrictions where 1/36 portion of the respective share grants shall be vested on the last day of each calendar month following the date of the grant. In September 2025, our board of directors and board committees authorized and approved the issuance of an aggregate number of 535,500,000 Class A ordinary shares (equivalent to 1,785,000 ADSs) pursuant to the Eleventh Amended and Restated 2004 Stock Option Plan in the form of restricted shares to our directors, officers, employees, and three consultants. Out of all granted restricted shares issued to our directors, executive officers and employees, (i) half of the restricted shares to each of them shall vest immediately upon approval of our board of directors and board committees; (ii) 25% of the restricted shares to each of them shall vest and be released from lock-up on the first anniversary of the approval of our board of directors and board committees, and (iii) 25% of the restricted shares to each of them shall vest and be released from lock-up on the second anniversary of the approval of our board of directors and board committees. Portion of the restricted shares were issued to three consultants, with one of the consultant’s restricted shares vesting in full upon approval of our board of directors and board committees; and the other two of the consultants’ restricted shares vesting under the following conditions: (i) 1/3 of the restricted shares shall vest and be released from lock-up after half a year, 1/3 shall vest on the first anniversary and the last 1/3 shall vest on the second anniversary of the approval of our board of directors and board committees. Additional Financing In November 2023, we closed a private placement securities purchase transaction with Bripheno Pte. Ltd., a Singapore limited liability company, pursuant to which we sold and issued (i) 150,000,000 Class A ordinary shares (equivalent to 500,000 ADSs) at a price of US$12 per ADS, (ii) two-year 3% per annum convertible promissory note at the purchase price of US$6 million with the conversion price of US$15 per ADS, and (iii) warrants to purchase an aggregate of 120,000,000 Class A ordinary shares (equivalent to 400,000 ADSs) at an exercise price of US$60 per ADS. The warrants would expire in three years from the date of issuance and may be extended for another year by the written agreement of the parties. These securities were subject to a six-month lock up period. We raised a total of US$12 million as the aggregate consideration for the securities. In May 2024, we agreed and signed a private placement agreement with Fine Vision Fund, established by Finewill Capital, an internationally renowned investment institution, pursuant to which Fine Vision Fund would invest US$3.5 million to us, with upfront investment of US$2.5 million and second installment of US$1.0 million based on a pre-agreed condition. We would issue Class A ordinary shares to Fine Vision Fund. The value of each share for the upfront investment equals to 15.6% premium on the average closing price over the thirty consecutive trading days prior to the signing of the agreement. The value of each share for the second installment equals to 25% premium on the average closing price over the thirty consecutive trading days prior to the fulfillment of the pre-agreed condition. These shares to be issued are subject to the statutory lock-up period. As of the date of this annual report, Fine Vision Fund had paid the first installment of US$2.5 million. The second installment of US$1.0 million has not paid due to the unsatisfaction of the pre-agreed condition. As a consideration of the first installment of US$2.5 million, we issued 94,244,785 class A ordinary shares to Fine Vision Fund, and issued the share certificate in the name of Fine Vision Fund’s affiliate investment company, Wevision Pte. Ltd. 85 Table of Contents ​ In February 2025, we issued and sold a one-year convertible note in a principal amount of US$3,300,000 to Streeterville for an aggregate consideration of US$2,995,000. The note carries an original issue discount of $300,000.00. The convertible note bears interest at a rate of 6.0% per year, computed on the basis of a 360-day year. Streeterville has the right, at any time after six months have elapsed since the purchase date until the outstanding balance has been paid in full, at its election, to convert all or any portion of the outstanding balance into ADSs of our company at an initial conversion price per ADS calculated as 90% of the lower of (a) the average of the closing trade prices during the five trading days immediately preceding the date of the conversion, and (b) the closing trade price on the trading day immediately preceding the date of the conversion. Beginning on the date that is six months from the note purchase date, Streeterville has the right, exercisable at any time in its sole and absolute discretion, to redeem any portion of the convertible note up to US$500,000 per calendar month. Payment of the redemption amount could be in cash or the ADSs. In March 2025, we signed a share purchase agreement in a private placement with Elune Capital Limited, or Elune Capital, a company registered under the laws of British Virgin Islands, pursuant to which we sold and issued to Elune Capital (i) 47,169,600 Class A ordinary shares for a total consideration price of US$2 million, at the price of US$0.0424 per Class A ordinary share, and (ii) warrants to purchase 141,508,800 Class A ordinary shares at an exercise price of US$0.0424 per Class A ordinary share. The warrants have an exercise period of two years, and are subject to the following vesting conditions: one-half of the warrants can be exercised after Elune Capital or its business partner signs a strategic cooperation agreement with us, and the other half of the warrants can be exercised after our GameFi platform is launched. This transaction has been closed in May 2025. In March 2025, we signed a share purchase agreement in a private placement with WEVISION PTE. LTD., or WEVISION, a company registered under the laws of the Republic of Singapore, pursuant to which we sold and issued to WEVISION (i) 23,584,800 Class A ordinary shares for a total consideration price of US$1 million, at the price of US$0.0424 per Class A ordinary share, and (ii) warrants to purchase 70,754,400 Class A ordinary shares at an exercise price of US$0.0424 per Class A ordinary share. The warrants have an exercise period of two years and are subject to the following vesting conditions: one-half of the warrants can be exercised after WEVISION or its business partner signs a strategic cooperation agreement with us, and the other half of the warrants can be exercised after our GameFi platform is launched. This transaction has been closed in May 2025. In March 2025, we signed a share purchase agreement in a private placement with Bripheno Pte. Ltd., Bripheno, pursuant to which we sold and issued to the Bripheno (i) 117,000,000 Class A ordinary shares for a total consideration price of US$4,960,800, at the price of US$0.0424 per Class A ordinary share, and (ii) warrants to purchase 90,000,000 Class A Shares at an exercise price of US$0.2 per Class A ordinary share. The warrants have an exercise period of two years. This transaction has been closed in April 2025. In September 2025, we signed a private placement securities purchase agreement with an accredited investor, a PRC citizen, Qin Kelun, pursuant to which we sold and issued to Qin Kelun (i) 65,934,000 Class A ordinary shares for a total consideration price of US$2 million, at the price of US$0.0303 per Class A ordinary share, and (ii) warrants to purchase 141,508,800 Class A ordinary shares at an exercise price of US$0.0424 per Class A ordinary share. The warrants have an exercise period of two years, and are subject to the following vesting conditions: one-half of the warrants can be exercised when the Elune Capital Limited or its cryptocurrency exchange partner enters into a strategic cooperation agreement with the Company and WEVISION, and the other half of the warrants can be exercised after our GameFi platform is launched. This transaction has been closed in October 2025. In September 2025, we issued and sold a one-year convertible note in a principal amount of US$8,800,000 to Streeterville for an aggregate consideration of US$7,995,000. The note carries an original issue discount of $800,000.00. The convertible note bears interest at a rate of 6.0% per year, computed on the basis of a 360-day year. Streeterville has the right, at any time after six months have elapsed since the purchase date until the outstanding balance has been paid in full, at its election, to convert all or any portion of the outstanding balance into ADSs of our company at an initial conversion price per ADS calculated as 90% of the lower of (a) the average of the closing trade prices during the five trading days immediately preceding the date of the conversion, and (b) the closing trade price on the trading day immediately preceding the date of the conversion. Beginning on the date that is six months from the note purchase date, Streeterville has the right, exercisable at any time in its sole and absolute discretion, to redeem any portion of the convertible note up to US$1,250,000 per calendar month. Payment of the redemption amount could be in cash or the ADSs. 86 Table of Contents ​ In 2024, our wholly owned subsidiary 1111 Limited signed a master loan agreement with an unrelated institutional investment firm, Equities First Holdings LLC, or Equities First, pursuant to which Equities First extends loans to 1111 Limited in several tranches, each of which is secured by 1111 Limited’s Bitcoin as collateral for the maximum value of 300 Bitcoins. Historically, we pledged 273 Bitcoins for six loan tranches to secure the repayment of the net loan proceeds of approximately 12 million USDT. Each loan tranche has the same loan-to-value ratio of 65%. Each tranche of the loan (a) shall be payable back after one-year period, (b) has an annual interest rate of 3.25% on the respective principal amount, with such interest payable quarterly, and (c) is subject to 2% of the origination fee withheld from the principal amount of each tranche. In addition, 1111 Limited signed a master pledge agreement with Equities First, pursuant to which it assigns to Equities First and transfers all rights, title, ownership, and interest in and to the Bitcoin collateral. 1111 Limited and Equities First agreed that the loan and the pledge are non-recourse, i.e., Equities First shall look only to the Bitcoin collateral for the repayment of the principal loan amounts. Within five days of 1111 Limited’s repayment of the principal loan amounts, Equities First shall reassign all rights, titles, ownership and interest in the Bitcoin back to 1111 Limited. As of the date of this report, we have repaid all the loans under the master loan agreement, and 273 Bitcoins have been redelivered from Equities First to us. In April 2025, 1111 Limited signed another master loan agreement with Equities First, with substantially similar material commercial terms and conditions with the first loan agreement as of 2024 (the “Loan Agreement #2”). Historically, we pledged 386 Bitcoins for eight loan tranches to secure the repayment of the net loan proceeds of approximately 24.6 million USDT. Pursuant to the Loan Agreement #2, the Default Floor is initially seventy percent (70%) of the fair market value of the Collateral per the closing statement of each tranche, and the Valuation Event occurs when the Fair Market Price (“FMP”) of the Collateral has fallen to below the Default Floor. If a Valuation Event occurs, we shall top up the collateral and cure the deficiency. In early February 2026, we received the first batch of five default notices describing that due to a diminution in the value of the collateral, the Event of Default occurred under the Loan Agreement #2, related to the loan tranches #3, #4, #5, #6, #7. Pursuant to the first batch of default notices, we have transferred 518,358.59 USDT to Equities First to cure the default deficit under the loan tranches #3, #4, #5, #6, and #7. In mid February 2026, we received the second batch of five default notices pursuant to which we have transferred 909,183.84 USD to cure the default deficit under the loan tranches #3, #4, #5#, and #7. We did not cure the deficit under the default notice under the tranche #6 Instead, we terminated the loan with a principal amount of approximately USD 3.6 million plus accrued interest, and forfeited our right to receive the Collateral of 48 BTC as settlement in full. As of the date of this report, the rest of the loan amount under the Loan Agreement #2 remains outstanding. Nasdaq Notification On January 11, 2024, we received a notification letter from the Listing Qualifications Department of Nasdaq, notifying us that we no longer complied with Rule 5550(b) (1) of the Nasdaq Listing Rules due to our failure to maintain a minimum of $2,500,000 in stockholders’ equity. The Nasdaq notification letter also noted that we did not meet the alternatives of market value of listed securities or net income from continuing operations. Pursuant to Rule 5810(c) (2) of the Nasdaq Listing Rules, we had 45 calendar days (no later than February 26, 2024) to submit a plan to regain compliance with the foregoing listing requirement. On April 22, 2024, we received a notification letter from Nasdaq stating that we have regained compliance with the Nasdaq Listing Rule 5550(b) which requires us to maintain either a minimum $2.5 million stockholders’ equity, or $35 million market value of listed securities, or $500,000 of net income from continuing operations for the Nasdaq Capital Market. Therefore, the matter has been closed. B.Business Overview For most of our history, we had operated and developed proprietary or licensed online games, primarily mobile games, and TV games. We began cryptocurrency mining activities in February 2021. We started to provide computing power, or hash rate, to a Bitcoin mining pool and we are entitled to receive a fractional share of Bitcoin award from the Bitcoin mining pool in return. As of March 31, 2026, we had mined a total of 2,196.72 Bitcoins. After partial sale, we held 347 Bitcoins as of the same date. Our holdings of digital assets may increase in the future as we continue to expand our cryptocurrencies mining activities. In 2024, we pivoted to the online gaming business again. In 2025, we continuously expanded our online gaming business. In light of our evolving business lines, we continue to evaluate what compliance policies, procedures and controls may be appropriate based on our current business model. 87 Table of Contents ​ Online Gaming We historically operated and developed proprietary or licensed online games, primarily mobile games, and TV games. In 2024, we pivoted to the online gaming business again. In 2025, we continuously expanded our online gaming business. In preparation for the commercial launch of a new game, we conduct “closed beta testing” of the game to resolve operational issues, which is followed by “limited commercial release” and “open beta testing.” In both limited commercial release and open beta testing, we allow our registered users to play without removing their in-game data to ensure the performance consistency and stability of our operating systems. While we limit the number of users allowed to play the game in limited commercial release, we do not set such a limit in open beta testing. We can choose to start charging users in limited commercial release or open beta testing or at a later stage at our discretion. In 2024, we re-entered the online gaming business in the Chinese mainland market. In May 2024, we entered into an exclusive publishing license agreement with Wemade Co. Ltd. (Wemade), a Korean company that owns the publishing rights to MIR M game, pursuant to which our wholly owned subsidiary incorporated in Hong Kong, China Crown Technology Limited, has the right to exclusively publish and service the new MIR M game in mainland China, in both mobile and PC version. However, the original publishing license agreement we entered into in May 2024 was terminated in October 2025 due to certain unstable factors in relation with MIR M Chinese trademark. The parties have reached settlements including the refund of license fee and the minimum payment fee that China Crown Technology Limited had already paid to Wemade under the original publishing license agreement. In connection with the restricted shares that we previously issued to the joint venture partners for the operation of MIR M game, we are instructing these joint venture partners to return the issued restricted shares to us and we will cancel them to reduce the total number of outstanding shares. None of such restricted shares has been converted into ADS. We may continue to work with these joint venture partners for the promotion of the proprietary mobile game Ultraman: Hero Beyond Time. In August 2025, our wholly-owned Hong Kong subsidiary, Vast Ocean International Limited, operates the9bit, a next-generation gaming hub combining gameplay, top-ups, creator rewards, and community spaces. The proprietary the9bit gaming platform has surpassed 8 million users since its August 2025 launch. The9bit is also accelerating the development of AIGD (AI Game Development) — a creation layer on the9bit.com where creators can turn ideas and assets into playable games using AI-assisted tools. This unlocks a new “creator-to-player” reward loop. Creators can publish games with fewer barriers, while players earn points by engaging with these titles. As creators’ games gain traction, they earn rewards, creating a self-sustaining economy where content growth directly benefits the community. This marks the project’s commitment to building a true gamer-to-gamer economy: a platform built by gamers, for gamers. In September 2025, our variable interest entity Shanghai The9 Information Technology Co., Ltd. entered into a definitive agreement with Shanghai ZhongShun HengXin Network Technology Co., Ltd. (“ZhongShun”) to acquire 51% equity of ZhongShun’s wholly-owned subsidiary, Shanghai ZhongXinShun Network Technology Co., Ltd. (“ZhongXinShun”), the joint venture. ZhongShun contributed the exclusive rights of its two proprietary mobile games for zero consideration: (i) Glory All Stars (荣耀全明星) – An action RPG; and (ii) Ultraman: Hero Beyond Time (奥特曼:超时空英雄) – a newly developed action RPG title based on the globally renowned Ultraman IP, designed as an upgraded version of Glory All Stars with proven game play mechanics stability and strong IP-driven appeal. All after-tax profits of the joint venture will be distributed as dividends every quarter according to the shareholding ratio of the joint venture partners. The consideration of the joint venture’s 51% equity includes RMB69 million (approximately US$9.7 million) and our restricted shares with a value of RMB46 million (approximately US$6.5 million). Both payment of cash and restricted shares are based on instalments and are only payable according to the actual achievement of the joint venture’s profits as committed by ZhongShun in the coming 3 years. Throughout 2025, we terminated our cooperation agreements with the joint venture partners, Huanyu, Tongze, JiTuo, (each as defined below), due to their failure to meet annual operational targets. In December 2025, we terminated cooperation agreements with Zhejiang Huanyu Network Technology Co., Ltd. (“Zhejiang Huanyu”), including the Share Purchase Agreement, Framework Cooperation Agreement, and the Joint Venture Agreement, due to the failure of the joint venture company to achieve annual operational targets. In November 2025, we terminated cooperation agreements with Shao Xing TongZe Network Science and Technology Co., Ltd. (“Tongze”), including the Share Purchase Agreement, Framework Cooperation Agreement, and the Joint Venture Agreement, due to the failure of the joint venture company to achieve annual operational targets. In July 2025, we terminated cooperation agreements with Shenzhen gNetop Interactive Technology Co., Ltd. (“JiTuo”), including the Share Purchase Agreement, Framework Cooperation Agreement, and the Joint Venture Agreement, due to the re-negotiation and agreement on the remaining 49% acquisition of the joint venture, Shenzhen Shuzhi Technology Co., Ltd. (“Shuzhi”). We did not close the transaction of the joint venture agreement with Qing Cheng. 88 Table of Contents ​ In July 2025, immediately after the termination of joint venture agreement with JiTuo, we re-negotiated another agreement with JiTuo and acquired the remaining 49% of shares in Shenzhen Shuzhi for the total consideration price of RMB 75 million, and signed a share purchase agreement with JiTuo to reflect the acquisition. Pursuant to the agreement we will 1) pay RMB 30 million in cash, divided in two equal installments of RMB 15 million each and payable according to the terms hereof, i.e. cash consideration will be paid only when the targeted net profit before income tax is met, and 2) issue restricted Class A Ordinary shares for a total monetary value of RMB 45,000,000 in three batches subject to the satisfaction of the operational targets. Shares issued not released are subject to cancellation and return to the Company. Additionally, in February 2026, our variable interest entity Shanghai The9 Information Technology Co., Ltd. (“Shanghai IT”) has entered into a definitive cooperation agreement with Chengdu Lumosi Network Technology Co., Ltd. (“Chengdu Lumosi”) to launch an AI-powered short drama and AI-assisted interactive movie game. Shanghai IT currently holds the exclusive mobile game development and publishing license for the classic TVB drama The Greed of Man (大时代). The original television series was produced and is owned by TVB. Building upon its licensed premium drama IP portfolio and recent breakthroughs in generative AI video technologies — including next-generation large-scale video generation models and AI-enabled production pipelines — Shanghai IT has initiated the development of AI-powered short drama formats and AI-assisted interactive movie game concepts inspired by The Greed of Man, within the scope of its existing authorized rights. Chengdu Lumosi brings technical expertise in AI-driven content prototyping and interactive entertainment technology development. The collaboration focuses on: AI-powered short drama format development, AI-enhanced script iteration and cinematic scene generation, AI-driven interactive storytelling mechanics, and hybrid interactive movie game prototypes integrating cinematic narratives with player-driven decision systems. Cryptocurrency Mining We began cryptocurrency mining activities in February 2021. We started to provide computing power, or hash rate, to a Bitcoin mining pool and we are entitled to receive a fractional share of Bitcoin award from the Bitcoin mining pool in return. As of March 31, 2026, we had mined a total of 2,196.72 Bitcoins. After partial sale, we held 347 Bitcoins as of the same date. Our holdings of digital assets may increase in the future as we continue to expand our cryptocurrencies mining activities. Our Bitcoin received from the Bitcoin mining pool are stored in our Bitcoin electronic wallet. The wallet is designated to have a dedicated multi-signature system. It takes approval from a majority of signatories to transfer Bitcoin out from our wallet. Six of our management level employees were assigned as the signatories of such electronic wallet. Each signatory holds an electronic private key password. In order to ensure the password will not be forgotten or lost by the signatory, each password is kept in a safe box at a bank. The safe boxes are registered under the accounts of two of our wholly owned subsidiaries. We will continue to refine and optimize our holding, storage and custodial practices. We currently own Antminer S19 series mining machines with the average hash rate of 90 TH, average age of three years and average energy efficiency of 3,200W. These miners mine Bitcoin. As of the date of this annual report, we owned 5,992, among which 4,520 Antminer S19 series miners and 1,472 Antminer S21XP series miners located in Kyrgyzstan. As of the date of this annual report, we had deployed around 5,992 mining machines in total. We do not use our mining machines as collateral for any loan or other similar activities. ● In May 2022, our wholly owned subsidiary NBTC Limited and Kyrgyzstan enterprise SolarCoin LLC signed a five-year rental agreement regarding a block chain computing center in Kyrgyzstan, pursuant to which we would obtain the right to use 31.5MW electricity capacity for the deployment of its 7,500 Antminer S19J Bitcoin mining machines contributing approximately 675PH/s hash power. In March 2023, the parties amended the agreement to prolong the contract term for one year. As of the date of this annual report 5,992 machines had been deployed. NBTC Limited has a unilateral right to terminate the rental agreement at its sole discretion by sending a prior written notice to SolarCoin LLC 30 days in advance. SolarCoin LLC has no right to terminate the rental agreement if there is no default of NBTC Limited. The rental includes a fixed rental fee of US$100 per month and a non-fixed fee, which should be calculated according to the actual consumption of the electricity. 89 Table of Contents ​ ● In March 2023, our subsidiary, NBTC US Ltd and Crypto Mine Group LLC entered into a hosting agreement pursuant to which Crypto Mine Group LLC, later renamed into Hashland Inc., agreed to host our mining machines in its data center located at Pecos County, Texas, United States. We terminated the hosting agreement with Hashland and filed a legal complaint against them in the state court of Texas in 2024. We claim return of contractual deposit sums and lost profits due to Hashland defaults under the hosting agreement. Before the termination of the agreement, we had 6,142 Antminer S19 miners hosted by Hashland on our behalf. The term of the terminated hosting agreement was 12 months, and Crypto Mine Group LLC had an obligation to provide electricity, hosting service, and other related services. With respect to service level target, unscheduled downtown time should be no more than five percent of total hours in such month. According to the hosting agreement, NBTC US Ltd had a unilateral right to terminate the hosting agreement at any time without defaults if it decides the services will no longer benefit its business or the Bitcoin market price has fallen below its costs to generate Bitcoin. Furthermore, if NBTC US Ltd elects to suspend the operation of the miners up to 15 consecutive days, the hosting agreement will be automatically terminated without prior notice. As of the date of this annual report, NBTC has filed a motion to seize the assets of Hashland and Hashland has filed the opposition. The court hearing is set on April 17, 2026. Mining pool operators Fish2Pool We use Fish2Pool for our mining operations in Kyrgyzstan. We are bound by Fish2Pool standard terms and conditions published on their website. We are deemed to have entered into the agreement with Fram Farm Inc., a BVI business company registered in the British Virgin Islands with company number 2138445 and registered office at Trinity Chambers, PO Box 4301, Road Town, Tortola, VG1110, British Virgin Islands. Fish2Pool currently charges 0.8% fee for the use of their pool. As the user of Fish2Pool we agree to abide by their terms of use. The agreement may be terminated by either party any time without liability. With respect to crypto assets held by mining pools, our mined Bitcoin awards are transferred daily from the mining pool to our designated cold wallet. We have access to our account information on the website of the mining pool, which includes historical and current hash rates of miners, historical rewards and pay out dates. Only our designated personnel can assess these data by logging in using password. We can access these data for the past year. We do not have inspection rights to any mining pool operator’s internal data. To our best knowledge, pool operators do not have insurance to cover customers’ assets. Custody procedures Since July 2022, we have used either self-custody or reputable custodians to store our digital assets. All our Bitcoin are kept in the blockchain, which keeps track of the addresses that hold the Bitcoin and how much they hold. When we need to use the Bitcoin for various payments, we transfer the Bitcoin to our overseas account via the online trading platforms. We have six laptops designated for these transfers, which, together with the 12-word seed phrase stored in our safe deposit boxes in banks, are referred as our cold wallets. The Bitcoin wallet adopts a 6/4 multi-signature mechanism, meaning out of the six people holding the passwords, any four people providing passwords together can execute transfer to Bitcoin. Six management level employees are assigned to be the password holders. Passwords are also stored in two bank safe deposit boxes, with each safe deposit box storing three passwords. The two safe deposit boxes were opened under the names of our two wholly owned subsidiaries. To open any safe deposit box, the authorized representative of that subsidiary needs to go to the bank in person together with the official seal of that subsidiary. The official seals of the two subsidiaries are physically stored in the safe boxes of the two subsidiaries. We have an internal approval procedure for the authorized representatives to take out the official seals. The laptops and the safe deposit boxes are currently physically located in China. However, the laptops and the 12-word seed-phrase can be replaced or brought to another jurisdiction without breaching the laws of mainland China. However, the laws of mainland China prohibit any trading and financial activities related to virtual currencies or any crimes committed through virtual currency transactions. Substantial uncertainties remain as to whether the Company’s activities will be deemed as trading and financial activities under the laws of mainland China. If such activities are deemed as prohibited trading and financial activities under the laws of mainland China, the legal consequences would be that these activities are invalid and therefore not protected by the laws of mainland China. 90 Table of Contents ​ We store 9bit coins in our hot wallets opened in crypto exchanges like Binance. Binance uses a 3/2 multi-signature mechanism, meaning out of the three people holding the passwords, any two people together providing passwords can execute transfer. Other than passwords, Binance also requires the transferors to provide email and cell phone SMS confirmations. Breakeven analysis for our Bitcoin mining operations We cooperate with mining site operator located in Kyrgyzstan. The majority of our Bitcoin mining machines were purchased in 2021 by cash. We did not finance the purchase of our Bitcoin mining machines. The hosting fee charged by mining sites, Bitcoin mining machine depreciation and mining pool fees are the major costs we use to perform breakeven analysis. Based on the computing power of different types of Bitcoin mining machines, we can estimate the Bitcoin reward we will receive by our Bitcoin mining machines using the latest public Bitcoin reward information, for example, those available on Binance’s website. Examples provided herein are only for illustration purposes. The actual results will depend on the actual price and other factors as of the applicable date. Our breakeven analysis is made under the following assumptions: ● Hash rate, which is the computational power of our mining machines, is 400 PH/S. ● Hourly power consumption by our mining machines, is 5,400 kW. ● Hosting fees, which is the cost of electricity per kilowatt-hour, or kWh, charged by our mining site partners, is $0.0645/kWh. ● Daily depreciation by using straight-line depreciation to depreciate our mining machines over a three-year period, is $5,000. ● Network hash rate, which is a measure of how difficult it is to mine a Bitcoin block, is 960,000 PH/S. ● Daily block reward is 416 Bitcoin per day, assuming 3.125 Bitcoin per block and 144 blocks per day. ● Average mining pool fee, which is the approximate average fee charged by mining pools, is 1%. Calculation of the breakeven Bitcoin price: ● Daily hosting fees = 5,400kW per day * $0.0645/kWh * 24 hours = $8,359 per day. ● Daily total cost = $8,359 + $5,000 = $13,359. ● Daily Bitcoin production = 400 PH/S / 960,000 PH/S * 450 Bitcoin per day = 0.19. ● Daily pool fees in Bitcoin: 0.19 * 1% = 0.0019. ● Daily Bitcoin received, net of pool fees = 0.19 - 0.0019 = 0.1881. ● Breakeven Bitcoin Price: $13,359 / 0.1881 = $71,021. Potential risks in relation to crypto assets market and our business partners We may be required to pay advanced cash deposits to our partners who operate data centers before we deploy our machines. These deposits may not be recovered or may be otherwise be lost or misappropriated due to the bankruptcy of our partner entities. For example, Compute North filed for bankruptcy in September 2022 and the liquidation committee was formed to distribute the assets to its creditors. Due to the bankruptcy of Compute North, the deposit we paid to them amounted to approximately US$1.3 million and has not been returned to us and is subject to Compute North’s liquidation process. In case if any regulatory actions would be imposed on mining pool operators or exchanges with which we have business relationships, we may be adversely affected. However, since our mined Bitcoin rewards are transferred to our cold storage daily, in the adverse event concerning any mining pool, our Bitcoin loss would be limited to daily mining reward amount. 91 Table of Contents ​ Internal Procedures with respect to Crypto Assets In recent years, the SEC and U.S. state securities regulators have stated that many or most crypto assets or crypto asset products constitute securities under U.S. federal and state securities laws. A number of enforcement actions and regulatory proceedings have since been initiated against crypto assets and crypto asset products and their developers and proponents, as well as against trading platforms that support crypto assets. Several foreign governments have also issued similar warnings cautioning that crypto assets may be deemed to be securities under the laws of their jurisdictions. The SEC has historically used the Howey test to assess whether an arrangement or instrument constitutes a security. The Howey test says a security is “a contract, transaction or scheme whereby a person invests his money in a common enterprise and is led to expect profits solely from the efforts of the promoter or a third party.” Therefore, for any crypto assets we apply the Howey test when determining whether such assets are securities. We continue to analyze the cryptocurrencies which we mine under our internal policies and procedures on a periodic basis to ensure that they are not securities under U.S. federal and state securities laws. We closely monitor any new industry and regulatory developments and adjust our assessment accordingly. We may make the determination to cease support for a cryptocurrency for any one or a variety of factors based on a totality of the circumstances under our internal policies and procedures. However, a determination by the SEC or a court that a cryptocurrency constitutes a security could also result in our determination that it is advisable to discontinue operations with such cryptocurrency or ones that have similar characteristics to the cryptocurrency that was determined to be a security. Our internal procedures do not constitute a legal standard or binding on any regulatory body or court, but are rather internal guidelines, which we use to make a risk-based assessment regarding the likelihood that a particular crypto asset could be deemed a “security” under applicable laws. Regardless of our conclusions, we could be subject to legal or regulatory action in the event the SEC, a state or foreign regulatory authority, or a court were to determine that a supported crypto asset is a “security” under applicable laws. There can be no assurances that we will properly characterize over time any given crypto asset or product offering as a security or non-security. We may draw conclusions based on our risk-based assessment regarding the likelihood that a particular crypto asset could be deemed a “security” under applicable laws. Our internal determination of various crypto assets will be impacted by the court determination as well. Despite the SEC being the principal federal securities law regulator in the United States, whether or not an asset is a security under federal securities laws is ultimately determined by a federal court. Strategic Alliances Since the beginning of 2024, we have invested in companies that use AI applications in their business operations. In May 2024, we signed a definitive share purchase agreement with Kuaijin Shidai (Xiamen) Technology Co., Ltd., or KuaiJin, to purchase 15% of KuaiJin by cash and issuance of our Class A ordinary shares. We are also granted a purchase option to purchase up to 51% of the total shares of KuaiJin. The purchase option is exercisable within two years and will be based on KuaiJin’s valuation at US$60 million. KuaiJin provides standardized cost-effective solution to retail stores in China. Within 48 hours, traditional retail stores can be transformed into AI unmanned retail store by installation of KuaiJin hardware and software. The AI unmanned retail stores can be opened 24 hours a day, seven days a week, under the monitor of AI-powered 360-degree surveillance cameras. After such transformation, the payroll cost will be significantly reduced. The chance of getting shoplifting will also be reduced. Profit of the retail stores will be increased accordingly. Due to this clear business model, KuaiJin has already transformed more than 500 retail shops in more than 100 cities in China. In May 2024, we signed a definitive share purchase agreement with Shenma Limited, or Shenma, with the final negotiated terms to purchase 19% shares of Shenma in exchange for cash payment (which has been paid upon signing of a term sheet in March 2024) and issuance of our Class A ordinary shares. The total consideration for the equity stake in Shenma consists of cash consideration of US$1.0 million and issuance of 417,880,500 Class A ordinary shares (equivalent to 1,392,935 ADSs). The Class A ordinary shares to be issued to Shenma will be subject to certain lock-up conditions. Shenma developed and operates Shenma.io, a digital human SaaS platform driven by AI-generated content. Users can leverage Shenma’s proprietary cloning technology and create 1:1 digital human clone character with image and voice. Creators of digital human using Shenma’s platform can monetize their products on different social platforms with much lower costs. Shenma’s platform also offers video, audio and text automatic replies to enhance the monetization of products. 92 Table of Contents ​ In June 2024, we signed a definitive share purchase agreement with Wuhan Weixiang Science And Technology Co., Ltd., or WeiXiang, to purchase 19% of WeiXiang by cash and issuance of our Class A ordinary shares. We paid cash consideration of US$1.5 million and issued 284,465,400 Class A ordinary shares (equivalent to 948,218 ADSs) to WeiXiang. In November 2025, due to dissatisfaction with WeiXiang’s performance in 2025, we entered into a share transfer agreement with WeiXiang, pursuant to which we and WeiXiang agreed to repurchase our respective shares from each other by way of returning their respective shares (the “WeiXiang Share Transfer Agreement”). Upon the closing of WeiXiang Share Transfer Agreement, we only hold 3.33% shares of WeiXiang, which were received as consideration for the cash we paid. We sold the repurchased shares of us returned from WeiXiang under the WeiXiang Share Transfer Agreement to third-party purchaser. As of the date of this annual report, WeiXiang does not hold any of our shares. In March 2024, we signed a definitive share purchase agreement with WM Therapeutic Co., Ltd., or WM Therapeutic, to purchase an additional 21.7% of the shares of WM Therapeutic by cash and issuance of our Class A ordinary shares. In July 2025, we reached an agreement with WM Therapeutic via entering into a share transfer agreement, pursuant to which the Company and WM Therapeutic agreed to repurchase their respective shares from each other by way of returning their respective shares (the “WM Therapeutic Share Transfer Agreement”). Upon the closing of WM Therapeutic Share Transfer Agreement, we hold 8.3% shares of WM Therapeutics by virtue of our initial investment in WM Therapeutics in 2021. We sold the repurchased shares that we received from WM Therapeutic under the WM Therapeutic Share Transfer Agreement to third-party purchaser. As of the date of this annual report, WM Therapeutic does not hold any of our shares. Throughout 2025, we terminated our cooperation agreements with the joint venture partners, Huanyu, Tongze, JiTuo, (each as defined below), due to their failure to meet annual operational targets. In December 2025, we terminated cooperation agreements with Zhejiang Huanyu Network Technology Co., Ltd. (“Zhejiang Huanyu”), including the Share Purchase Agreement, Framework Cooperation Agreement, and the Joint Venture Agreement, due to the failure of the joint venture company to achieve annual operational targets. In November 2025, we terminated cooperation agreements with Shao Xing TongZe Network Science and Technology Co., Ltd. (“Tongze”), including the Share Purchase Agreement, Framework Cooperation Agreement, and the Joint Venture Agreement, due to the failure of the joint venture company to achieve annual operational targets. In July 2025, we terminated cooperation agreements with Shenzhen gNetop Interactive Technology Co., Ltd. (“JiTuo”), including the Share Purchase Agreement, Framework Cooperation Agreement, and the Joint Venture Agreement, due to the re-negotiation and agreement on the 100% acquisition of the joint venture, Shenzhen Shuzhi Technology Co., Ltd. (“Shuzhi”). We did not close the transaction of the joint venture agreement with Qing Cheng. Technology We maintain in-house servers to maintain internal technology networks, we utilize third-party cloud solutions to sustain our existing games and web-site operations. Our current technology infrastructure consists of hardware platform and server sites primarily consisting of IBM storage systems, HP, H3C and Cisco network equipment. Competition Our competitors include many well-known domestic and international players. We expect that competition in cryptocurrency mining industry will continue to be intense as we compete not only with existing players that have been focused on cryptocurrency mining, but also new entrants that include well-established players in internet industry, and players who were not predisposed to this industry in the past. Some of these competitors may also have stronger brand names, greater access to capital, longer histories, longer relationships with their suppliers or customers and more resources than we do. Competition among the top companies engaging in cryptocurrency mining business, such as Marathon Digital Holdings, Inc., Riot Blockchain, Inc. and Bit Digital, Inc., has increased in recent years. All cryptocurrency mining companies compete for sourcing mining machines at reasonable prices and securing stable and cheap energy supply. In addition, cloud mining is gaining popularity outside of Chinese market, which increases the demand for mining machines. The statistical fact that there are more Bitcoin currently stored in electronic wallets than Bitcoin remains to be mined may further exacerbate overall competition in the cryptocurrency industry. For a discussion of risks relating to competition, see “Risk Factors—Risks Related to Our Company and Our Industry—New lines of business or new products and services may subject us to additional risks.” and “Risk Factors—Risks Related to Our Company and Our Industry—Our gaming business is intensely competitive. We face the risks of changing consumer preferences and uncertainty about market acceptance of our new products and the IPs. If we do not deliver new products to the market, or if consumers prefer our competitors’ products or services over those we provide, our operating results will suffer.” 93 Table of Contents ​ Intellectual Property Our intellectual property rights include trademarks and domain names associated with the name “The9” in China and copyright and other rights associated with our websites, technology platform, self-developed software and other aspects of our business. We regard our intellectual property rights as critical to our business. We rely on trademark and copyright law, trade secret protection, non-competition and confidentiality agreements with our employees, and license agreements with our partners, to protect our intellectual property rights. We require our employees to enter into agreements requiring them to keep confidential all information relating to our customers, methods, business and trade secrets during and after their employment with us and assign their inventions developed during their employment to us. Our employees are required to acknowledge and recognize that all inventions, trade secrets, works of authorship, developments and other processes made by them during their employment are our property. We have registered our domain names with third-party domain registration entities, and have legal rights over these domain names through Shanghai IT, the variable interest entity. We conduct our business under the “The9 Limited” brand name and “The9” logo. Legal Proceedings See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.” Government Regulations Regulations on Cryptocurrency On September, 2021, eleven ministries and commissions including the National Development and Reform Commission, the Publicity Department of the CPC Central Committee, the Office of the Central Cyberspace Affairs Commission, the Ministry of Industry and Information Technology, the Ministry of Public Security, the Ministry of Finance, the People’s Bank of China, the State Taxation Administration, the State Administration for Market Regulation, the China Banking and Insurance Regulatory Commission and the National Energy Administration issued the “Notice on the regulation of virtual currency mining activities”, which requires strengthening the supervision of the whole industry chain of upstream and downstream virtual currency mining activities, strictly prohibiting new virtual currency mining projects, and accelerating the orderly withdrawal of the stock of projects. On February, 2026, eight ministries and commissions including the People’s Bank of China, National Development and Reform Commission, the Ministry of Industry and Information Technology, the Ministry of Public Security, the State Administration for Market Regulation, National Financial Regulatory Administration, China Securities Regulatory Commission and the State Administration of Foreign Exchange issued “Notice on Further Preventing and Resolving the Risks Related to Virtual Currency and Other Related Matters” (the “Notice”). The Notice reaffirms that virtual currencies do not have the same legal status as fiat currencies and systematically prohibits various types of virtual currency-related activities, aiming to establish a multi-dimensional, multi-level risk prevention and resolution system. Its main provisions include: 1. Conducting activities within China such as exchanges between fiat currencies and virtual currencies, exchanges among virtual currencies, buying and selling virtual currencies as a central counterparty, providing information intermediary and pricing services for virtual currency transactions, token offering and financing, and trading of virtual currency-related financial products, is suspected of constituting illegal financial activities, including illegal issuance of token tickets, unauthorized public offering of securities, illegal operation of securities and futures businesses, and illegal fundraising. Such activities are strictly prohibited and shall be resolutely banned in accordance with the law. In addition, overseas entities and individuals shall not provide virtual currency-related services to domestic entities in any form illegally. Without the approval of relevant regulatory authorities in accordance with laws and regulations, domestic entities and overseas entities controlled by them shall not issue virtual currencies overseas. 2. Conducting Real World Asset tokenization activities within China, as well as providing related intermediary or information technology services, is suspected of constituting illegal financial activities, including illegal issuance of token tickets, unauthorized public offering of securities, illegal operation of securities and futures businesses, and illegal fundraising, and shall be prohibited; except for those activities conducted through specific financial infrastructure with the approval of the competent regulatory authorities in accordance with laws and regulations. In addition, overseas entities and individuals shall not provide RWA tokenization-related services to domestic entities in any form illegally. 94 Table of Contents ​ 3. The National Development and Reform Commission, together with relevant authorities, strictly controls virtual currency “mining” activities and continues to advance the rectification of such activities. Provincial-level people’s governments are responsible for the rectification of “mining” activities within their respective administrative regions. In accordance with the requirements of the “Notice on Rectifying Virtual Currency ‘Mining’ Activities” (NDRC Operation Document No. 1283 [2021]) issued by the National Development and Reform Commission and other authorities, and the provisions of the “Industrial Structure Adjustment Guidance Catalog (2024 Edition)”, all existing virtual currency “mining” projects shall be comprehensively reviewed, identified, and shut down. New “mining” projects are strictly prohibited, and “mining machine” manufacturers are strictly prohibited from providing any services, including the sale of “mining machines”, within China. Regulations on Foreign Investment Investment activities in mainland China by foreign investors are principally governed by The Special Administrative Measures on Access of Foreign Investment (Negative List), as amended from time to time, and the Catalogue of Industries for Encouraging Foreign Investment (2025 Version), or the Encouraging Catalogue, which were promulgated by the National Development and Reform Commission, and the Ministry of Commerce on December 15, 2025 and became effective on February 1, 2026. On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which came into effect on January 1, 2020 and replaced the previous FIE Laws. The Foreign Investment Law embodies an expected regulatory trend in mainland China to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. The Foreign Investment Law, by means of legislation, establishes the basic framework for the access, promotion, protection and administration of foreign investment in view of investment protection and fair competition. According to the Foreign Investment Law, foreign investment shall enjoy pre-entry national treatment, except for those foreign invested entities that operate in industries deemed to be either “restricted” or “prohibited” in the “negative list.” The Foreign Investment Law provides that foreign invested entities operating in foreign “restricted” or “prohibited” industries will require entry clearance and other approvals. In addition, the Foreign Investment Law does not comment on the concept of “de facto control” or contractual arrangements with variable interest entity, however, it has a catch-all provision under definition of “foreign investment” to include investments made by foreign investors in mainland China through means stipulated by laws or administrative regulations or other methods prescribed by the State Council. Therefore, it still leaves leeway for future laws, administrative regulations or provisions to provide for contractual arrangements as a form of foreign investment. See “Item 3. Key Information—D. Risk Factors—Our current corporate structure and business operations may be affected by the Foreign Investment Law.” The Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in mainland China, including, among other things, that local governments shall abide by their commitments to the foreign investors; foreign-invested enterprises are allowed to issue stocks and corporate bonds; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriate or requisition the investment of foreign investors is prohibited; mandatory technology transfer is prohibited, allows foreign investors’ funds to be freely transferred out and into the territory of mainland China, which run through the entire lifecycle from the entry to the exit of foreign investment, and provide an all-around and multi-angle system to guarantee fair competition of foreign-invested enterprises in the market economy. In addition, foreign investors or the foreign investment enterprise should be imposed legal liabilities for failing to report investment information in accordance with the requirements. Furthermore, the Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment may maintain their structure and corporate governance within five years after the implementing of the Foreign Investment Law, which means that foreign invested enterprises may be required to adjust the structure and corporate governance in accordance with the current PRC Company Law and other laws and regulations governing the corporate governance. 95 Table of Contents ​ Current laws and regulations of mainland China impose substantial restrictions on foreign ownership of the online gaming and ICP businesses in mainland China. We previously conducted our online gaming and ICP businesses in mainland China through contractual arrangements with Shanghai IT, the variable interest entity. Shanghai IT is owned by Qi Wang and Wei Ji, both of whom are citizens of mainland China. In the opinion of our PRC counsel, Grandall Law Firm, subject to the interpretation and implementation of the GAPP Circular and the Administrative Measures on Network Publication, the ownership structure and the business operation models of our Chinese mainland subsidiaries and the variable interest entity comply with all applicable laws, rules and regulations of mainland China, and no consent, approval or license is required under any of the existing laws and regulations of mainland China for their ownership structure and business operation models except for those which we have already obtained or which would not have a material adverse effect on our business or operations as a whole. Furthermore, as advised by Grandall Law Firm, our PRC legal counsel, based solely on the facts as currently represented by us, under current laws, regulations and regulatory rules in mainland China currently in effect, as of the date of this annual report, we, our Chinese mainland subsidiaries and the consolidated variable interest entity (i) are not required to fulfill filing procedures and obtain approval from the China Securities Regulatory Commission, or the CSRC, immediately as an offshore listing company, but need to file accordingly if we conduct further offshore offerings, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and (iii) have not been asked to obtain or were denied such permissions by the CSRC or the CAC, and (iv) have not been required to apply for, nor have we been denied, any permission or approval from any other PRC government authority. There are, however, substantial uncertainties regarding the interpretation and application of current or future laws and regulations of mainland China. Accordingly, it is uncertain that the PRC government authorities will ultimately take a view that is consistent with the opinion of our PRC counsel. In the online game industry in mainland China, new laws and regulations may be adopted from time to time to require additional licenses and permits other than those we currently have, and address new issues that arise from time to time. As a result, substantial uncertainties exist regarding the interpretation and implementation of current and any future laws and regulations of mainland China applicable to the online games industry. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The laws and regulations governing the online game industry in mainland China are developing and subject to future changes. If we fail to obtain or maintain all applicable permits and approvals, our business and operations could be materially and adversely affected.” Regulations on Internet Content Provision Service, Online Gaming and Internet Publishing Our provision of online game-related content on our websites is subject to various laws and regulations of mainland China relating to the telecommunications industry, internet and online gaming, and is regulated by various government authorities, including the MIIT, the Ministry of Culture and the Tourism, the GAPPRFT and the State Administration for Market Regulation. The principal regulations of mainland China governing the ICP industry as well as the online gaming services in mainland China include: ● Telecommunications Regulations (2000), as amended in 2014 and 2016; ● The Administrative Rules for Foreign Investments in Telecommunications Enterprises (2001), as amended in 2008 and 2016 and further amended in 2022; ● The Administrative Measures for Telecommunications Business Operating License (2017); ● The Administrative Measures for Internet Information Services (2000), as amended in 2011 and further amended in 2024; ● The Tentative Measures for Administration of Internet Culture (2003), as amended and reissued in 2011 and further amended in 2017; ● Administrative Measures on Network Publication (2016); ● The Catalogue of Industries for Encouraging Foreign Investment (Edition 2025); ● The Special Administrative Measures on Access of Foreign Investment (Negative List) (Edition 2024); and ● Provisions on the Ecological Governance of Network Information Contents (2020). 96 Table of Contents ​ Under these regulations, a foreign investor is currently prohibited from owning more than 50% of the equity interest in an entity in mainland China that provides value-added telecommunications services (except for e-commerce services). ICP services are classified as value-added telecommunications businesses, and a commercial operator of such services must obtain an ICP License from the appropriate telecommunications authorities in order to carry on any commercial ICP operations in mainland China. In February 2016, the GAPPRFT and the MIIT jointly issued the Administrative Measures on Network Publication, which took effect in March 2016. The Administrative Measures on Network Publication further strengthen and expand the supervision and management on the network publication service, including online games service. Therefore, online games, including mobile games, regardless of whether imported or domestic, shall be subject to a content review and approval by the GAPPRFT prior to commencement of operations in mainland China. The GAPPRFT and the MIIT jointly impose a license requirement for any company that intends to engage in network publishing, defined as any activity of providing network publications to the public through information networks. Network publications refer to the digitalized works with publishing features such as editing, producing and processing. Furthermore, the distribution of online game cards and CD-keys for online gaming programs is subject to a licensing requirement. Shanghai IT holds the license necessary to distribute electronic publications, which allows it to distribute prepaid cards and CD-Keys for the games we operate. We sell our prepaid cards and CD-Keys through third-party distributors, which are responsible for maintaining requisite licenses for distributing our prepaid cards and CD Keys in mainland China. In September 2009, the GAPP further promulgated the GAPP Circular, which provides that foreign investors are prohibited from making investment and engaging in online game operation services by setting up foreign-invested enterprises in mainland China. Further, foreign investors shall not control and participate in online game operation businesses in mainland China indirectly or in a disguised manner by establishing joint venture companies or entering into agreements with or providing technical support to such online game operation companies in mainland China, or by inputting the users’ registration, account management, game cards consumption directly into the interconnected gaming platform or fighting platform controlled or owned by the foreign investor. In addition, on February 4, 2016, the GAPPRFT and the MIIT jointly issued the Administrative Measures on Network Publication, which took effect in March 2016. Pursuant to the Administrative Measures on Network Publication, wholly foreign-owned enterprises, Sino-foreign equity joint ventures and Sino-foreign cooperative enterprises shall not engage in the provision of web publishing services, including online game services. Project cooperation involving internet publishing services between an internet publishing service provider and a wholly foreign-owned enterprise, Sino-foreign equity joint venture, or Sino-foreign cooperative enterprise within mainland China or an overseas organization or individual shall be subject to prior examination and approval by the GAPPRFT. It is not clear whether the GAPPRFT and the MIIT have regulatory authority over the ownership structures of online game companies based in mainland China and online game operation in mainland China. The governmental authorities have broad discretion in adopting one or more of administrative measures against companies now in compliance with these measures, including revoking licenses and registration. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Company and Our Industry—Laws and regulations of mainland China restrict foreign ownership of internet content provision, internet culture operation and internet publishing licenses, and substantial uncertainties exist with respect to the application and implementation of laws and regulations of mainland China.” Regulations on Internet Content The PRC government has promulgated measures relating to internet content through a number of ministries and agencies, including the MIIT, the Ministry of Culture and the Tourism and the GAPPRFT. These measures specifically prohibit internet activities, including the operation of online games that result in the publication of any content which is found to, among other things, propagate obscenity, gambling or violence, instigate crimes, undermine public morality or the cultural traditions of the PRC, or compromise State security or secrets. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The laws and regulations governing the online game industry in mainland China are developing and subject to future changes. If we fail to obtain or maintain all applicable permits and approvals, our business and operations could be materially and adversely affected.” If an ICP license holder violates these measures, the PRC government may revoke its ICP license and shut down its websites. 97 Table of Contents ​ On February 5, 2013, the Ministry of Culture, the MIIT, the GAPP and various other governmental authorities, jointly issued the Working Plan on the Comprehensive Prevention Scheme on Online Game Addiction of Minors, which strengthened the administration of the internet cafés, reinstated the importance of the “anti-fatigue system” and “Online Game Parents Guardianship Project for Minors” as prevention measures against the online game addiction of minors and ordered the governmental authorities to take all necessary actions in implementing such measures. Additional requirements for anti-fatigue and identification systems in our games, as well as the implementation of any other measures required by any new regulations the PRC government may enact to further tighten its administration of the internet and online games, and its supervision of internet cafés, may limit or slow down our prospects for growth, or may materially and adversely affect our business results. On October 20, 2021, various governmental authorities, including the Ministry of Education, the Ministry of Public Security, and other authorities jointly issued a circular on further strengthening the prevention of minors addicted to online games, which further demanded that online game companies should ensure that the content of online game products is good, healthy and clean. At the same time, the pre-approval system for online games should be strictly implemented, and games without approval should not be put into operation. This circular required all online games to incorporate an “anti-fatigue system” and an identity verification system, both of which have limited the amount of time that a minor may continually spend playing an online game at a particular time. We have implemented such “anti-fatigue” and identification systems on all of our online games as required. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our business may be adversely affected by public opinion and government policies in China.” The Ministry of Public Security has promulgated measures that prohibit the use of the internet in ways which, among other things, results in a leakage of state secrets or a spread of socially destabilizing content. The Ministry of Public Security has supervision and inspection rights in this regard, and we may be subject to the jurisdiction of the local security bureaus. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Regulation and censorship of information disseminated over the internet in mainland China may adversely affect our business, and we may be liable for information displayed on, retrieved from, or linked to our internet websites. Regulations on Internet Information Security Internet information in mainland China is also regulated and restricted from a national security standpoint. In November 2016, the Standing Committee of National People’s Congress promulgated the Cyber Security Law of the PRC, which took effect in June 2017 and was amended in October 2025 (with the amended version taking effect in January 2026), which established a regulatory system with respect to the construction, operation, maintenance and use of internet and set forth provisions on the supervision and administration of cyber security within the territory of mainland China. If an internet information service provider violates these measures, the Ministry of Public Security and the local security bureaus may revoke its operating license and shut down its websites. In December 2015, the Standing Committee of the National People’s Congress promulgated the Anti-Terrorism Law of the PRC, which took effect on January 1, 2016 and was amended on April 27, 2018. According to the Anti-Terrorism Law of the PRC, telecommunication service operators or internet service providers shall (i) carry out pertinent anti-terrorism publicity and education to society; (ii) provide technical interfaces, decryption and other technical support and assistance for the competent departments to prevent and investigate terrorist activities; (iii) implement network security and information monitoring systems as well as safety and technical prevention measures to avoid the dissemination of terrorism information, delete the terrorism information, immediately halt its dissemination, keep records and report to the competent departments once the terrorism information is discovered; and (iv) examine customer identities before providing services. Any violation of the Anti-Terrorism Law of the PRC may result in severe penalties, including substantial fines. In November 2016, the Standing Committee of the National People’s Congress promulgated the Cyber Security Law of the PRC, which took effect on June 1, 2017, and was amended in October 2025 (with the amended version taking effect in January 2026). Pursuant to the Cyber Security Law of the PRC, network operators shall perform their cybersecurity obligations according to the requirements of the classified protection system for cybersecurity, including: (a) formulating internal security management systems and operating instructions, determining the persons responsible for cybersecurity, and implementing the responsibility for cybersecurity protection; (b) taking technological measures to prevent computer viruses, network attacks, network intrusions and other actions endangering cybersecurity; (c) taking technological measures to monitor and record the network operation status and cybersecurity incidents; (d) taking measures such as data classification, and back-up and encryption of important data; and (e) other obligations stipulated by laws and administrative regulations. In addition, network operators shall comply with the principles of legitimacy to collect and use personal information and disclose their rules of data collection and use, clearly express the purposes, means and scope of collecting and using the information, and obtain the consent of the persons whose data is gathered. 98 Table of Contents ​ For the further purposes of regulating data processing activities, safeguarding data security, promoting data development and utilization, protecting the lawful rights and interests of individuals and organizations, and maintaining national sovereignty, security, and development interests, on June 10, 2021, Standing Committee of the PRC National People’s Congress published the Data Security Law of the People’s Republic of China, which took effect on September 1, 2021. The Data Security Law requires data processing, which includes the collection, storage, use, processing, transmission, provision, publication of data, to be conducted in a legitimate and proper manner. Moreover, the Data Security Law provides a national security review procedure for those data activities which affect or may affect national security and imposes export restrictions on certain data and information. In addition, the Data Security Law also provides that any organization or individual within the territory of mainland China shall not provide any foreign judicial body and law enforcement body with any data without the approval of the competent PRC governmental authorities. Since the Data Security Law has already taken effect, we may be required to make further adjustments to our business practices to comply with this law. On July 6, 2021, certain PRC regulatory authorities issued Opinions on Strictly Cracking Down on Illegal Securities Activities, which, among other things, provides for improving the laws and regulations on data security, cross-border data transmission, and confidential information management. It provided that efforts will be made to revise the regulations on strengthening the confidentiality and file management relating to the offering and listing of securities overseas, to implement the responsibility on information security of overseas listed companies, and to strengthen the standardized management of cross-border information provision mechanisms and procedures. In order to ensure the supply chain security of critical information infrastructure, safeguard network security and data security and maintain national security, the National Internet Information Office and other 13 departments jointly issued Measures for Cybersecurity Review (2021) on December 28,2021 and which has taken effect on February 15, 2022. These measures mainly stipulate the filing procedures and subjects for the cybersecurity review. On September 24, 2024, the State Council promulgated the Regulation on Network Data Security Management, which took effect on January 1, 2025. This regulation applies to network data handling activities and the supervision and administration of security thereof carried out within the territory of the PRC. This Regulation also applies to the activities outside the territory of the PRC to handle the personal information of natural persons within the territory of the PRC, which conform to the following circumstances prescribed in the second paragraph of Article 3 of the Law of the PRC on the Protection of Personal Information, including: (i) where the purpose is to provide domestic natural persons with products or services; (ii) where the activities of domestic natural persons are analyzed and evaluated; and (iii) other circumstances as prescribed by laws and administrative regulations. Besides, where network data processors carry out network data processing activities that affect or may affect national security, they shall carry out a national security review in accordance with relevant national regulations. This regulation also stipulates network data processors may transmit personal information abroad if it meets any of the certain conditions, such as having passed the security assessment for data cross-border transmission organized by the state cyberspace administration, or having been certified by a specialized agency in respect of the protection of personal information in accordance with the provisions of the state cyberspace administration, or meeting the provisions on standard contract for cross-border transmission of personal information as developed by the state cyberspace administration etcs. Therefore, we may be subject to review when conducting data processing activities and data security assessment and may face challenges in addressing its requirements and make necessary changes to our internal policies and practices in data processing. Based on the foregoing, our PRC legal counsel does not expect that, as of the date of this annual report, the current applicable laws of mainland China on cybersecurity would have a material adverse impact on our business. On August 20, 2021, the Standing Committee of the National People’s Congress of China promulgated the Personal Information Protection Law, which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021. The Personal Information Protection Law requires, among other things, that (i) the processing of personal information should have a clear and reasonable purpose which should be directly related to the processing purpose and should be conducted in a method that has the minimum impact on personal rights and interests, and (ii) the collection of personal information should be limited to the minimum scope as necessary to achieve the processing purpose and avoid the excessive collection of personal information. Personal information processors shall adopt necessary measures to safeguard the security of the personal information they handle. The offending entities could be ordered to correct, or to suspend or terminate the provision of services, and face confiscation of illegal income, fines or other penalties. In addition, the State Secrecy Bureau has issued provisions authorizing the blocking of access to any website it deems to be leaking state secrets or failing to comply with the legislation regarding the protection of state secrets during online information distribution. Specifically, internet companies in mainland China with bulletin boards, chat rooms or similar services must apply for specific approval prior to operating such services. 99 Table of Contents ​ Furthermore, the Provisions on Technological Measures for Internet Security Protection, promulgated by the Ministry of Public Security and became effective in March 2006, require all ICP operators to keep records of certain information about its users (including user registration information, log-in and log-out time, IP address, content and time of posts by users) for at least 60 days and submit the above information as required by laws and regulations. The Decision on Strengthening Network Information Protection, which was promulgated by the PRC National People’s Congress in December 2012, states that ICP operators must request identity information from users when ICP operators provide information publication services to the users. If ICP operators come across prohibited information, they must immediately cease the transmission of such information, delete the information, keep records, and report to government authorities. Regulations on Privacy Protection Laws and regulations of mainland China prohibit internet content providers from collecting and analyzing personal information from their users without user’s prior consent. We require our users to accept a user agreement whereby they agree to provide certain personal information to us. In addition, laws of mainland China prohibit internet content providers from disclosing to any third parties any information transmitted by users through their networks unless otherwise permitted by law. If an internet content provider violates these regulations, it may be liable for damages caused to its users and it may be subject to administrative penalties such as warnings, fines, confiscation of its unlawful income, revocation of licenses, cancellation of filings, shutdown of their websites or even criminal liabilities. According to the Provisions on Protection of Personal Information of Telecommunication and Internet Users, which was promulgated by the MIIT and became effective in September 2013, telecommunication business operators and ICP operators are responsible for the security of the personal information of users they collect or use in the course of their provision of services. Without obtaining the consent from the users, telecommunication business operators and ICP operators may not collect or use the users’ personal information. The personal information collected or used in the course of provision of services by the telecommunication business operators or ICP operators must be kept in strict confidence, and may not be divulged, tampered with or damaged, and may not be sold or illegally provided to others. The ICP operators are required to take certain measures to prevent any divulgence of, damage to, tampering with or loss of users’ personal information. In accordance with the Cyber Security Law, network operators are required to collect and use personal information in compliance with the principles of legitimacy, properness and necessity, and strictly within the scope of authorization by the subject of personal information unless otherwise prescribed by laws or regulations. In the event of any unauthorized disclosure, damage or loss of collected personal information, network operators must take immediate remedial measures, notify the affected users and report the incidents to the authorities in a timely manner. If any user knows that a network operator illegally collects and uses his or her personal information in violation of laws, regulations or any agreement with the user, or the collected and stored personal information is inaccurate or wrong, the user has the right to request the network operator to delete or correct the collected personal information. The telecommunications authorities are further authorized to order ICP operators to rectify unauthorized disclosure. ICP operators are subject to legal liability, including warnings, fines, confiscation of illegal gains, revocation of licenses or filings, closing of websites, administrative punishment, criminal liabilities, or civil liabilities, if they violate the provisions on internet privacy. Pursuant to the Ninth Amendment to the Criminal Law issued by the Standing Committee of the National People’s Congress in August 2015 and becoming effective in November 2015, the standards of crime of infringing citizens’ personal information were amended accordingly and the criminal culpability of unlawful collection, transaction, and provision of personal information has been reinforced. In addition, any ICP provider that fails to fulfill the obligations related to internet information security administration as required by applicable laws and refuses to rectify upon orders, will be subject to criminal liability for (i) any dissemination of illegal information in large scale; (ii) any severe effect due to the leakage of the client’s information; (iii) any serious loss of evidence of criminal activities; or (iv) other severe situations, and any individual or entity that (x) sells or provides personal information to others unlawfully, or (y) steals or illegally obtains any personal information, will be subject to criminal liability in severe situations. In addition, the Interpretations of the Supreme People’s Court and the Supreme People’s Procuratorate of the PRC on Several Issues Concerning the Application of Law in Handling Criminal Cases of Infringing Personal Information, effective in June 2017, have clarified certain standards for the conviction and sentencing in relation to personal information infringement. The PRC government has the power and authority to order ICP operators to turn over personal information if an internet user posts any prohibited content or engages in illegal activities on the internet. The Civil Code further provides in a stand-alone chapter of right of personality and reiterate that the personal information of a natural person shall be protected by the law. Any organization or individual shall legitimately obtain such personal information of others in due course on a need-to-know basis and ensure the safety and privacy of such information, and refrain from excessively handling or using such information. 100 Table of Contents ​ With respect to the security of information collected and used by mobile apps, pursuant to the Announcement of Conducting Special Supervision against the Illegal Collection and Use of Personal Information by Apps, which was issued on January 23, 2019, app operators should collect and use personal information in compliance with the Cyber Security Law and should be responsible for the security of personal information obtained from users and take effective measures to strengthen the personal information protection. Furthermore, app operators should not force their users to make authorization by means of bundling, suspending installation or in other default forms and should not collect personal information in violation of laws, regulations or breach of user agreements. Such regulatory requirements were emphasized by the Notice on the Special Rectification of Apps Infringing upon User’s Personal Rights and Interests, which was issued by the MIIT on October 31, 2019. On November 28, 2019, the CAC, the MIIT, the Ministry of Public Security and the SAMR jointly issued the Methods of Identifying Illegal Acts of Apps to Collect and Use Personal Information. This regulation further illustrates certain commonly seen illegal practices of apps operators in terms of personal information protection, including “failure to publicize rules for collecting and using personal information”, “failure to expressly state the purpose, manner and scope of collecting and using personal information”, “collection and use of personal information without consent of users of such App”, “collecting personal information irrelevant to the services provided by such app in violation of the principle of necessity”, “provision of personal information to others without users’ consent”, “failure to provide the function of deleting or correcting personal information as required by laws” and “failure to publish information such as methods for complaints and reporting”. On August 22, 2019, the CAC promulgated the Children Information Protection Provisions, which took effect on October 1, 2019, requiring that before collecting, using, transferring or disclosing the personal information of a child, the internet service operator should inform the child’s guardians in a noticeable and clear manner and obtain their consents. Meanwhile, internet service operators should take measures like encryption when storing children’s personal information. On March 12, 2021, the CAC and three other authorities jointly issued the Rules on the Scope of Necessary Personal Information for Common Types of Mobile Internet Applications. The Rules specifies the scope of necessary personal information to be collected each for a variety of common mobile internet applications, such as maps and navigation apps, online ride-hailing apps, instant messaging apps, online community apps. Operators of such apps shall not refuse to provide basic services to users on the ground of users’ refusal to provide their personal non-essential information. On April 26, 2021, the MIIT issued the Interim Administrative Provisions on Personal Information Protection in Internet Mobile Applications (Draft for Comment). The draft of the Interim Administrative Provisions on Personal Information Protection in Internet Mobile Applications sets forth two principles of collection and utilization of personal information, namely “explicit consent” and “minimum necessity.” On June 24, 2022, the National Information Security Standardization Technical Committee issued the Notice on the Practice Guideline for Network Security Standards - Safety Certification Specifications for Personal Information Cross-border Processing Activities. In order to implement the requirements of the Personal Information Protection Law on the establishment of a personal information protection certification system and to guide personal information processors to standardize the cross-border processing activities of personal information, the Practice Guideline puts forward the basic principles for the safety of cross-border processing activities of personal information and stipulates the basic requirements for cross-border processing activities of personal information and the requirements for the protection of the rights and interests of personal information subjects. The Practice Guideline states that both the personal information processor and the overseas recipient who conducts cross-border processing of personal information shall designate the person in charge of personal information protection. Both the personal information processor and the overseas recipient who conducts cross-border processing activities of personal information shall establish a personal information protection agency to fulfill its personal information protection obligations and prevent unauthorized access and leakage, falsification and loss of personal information, and in the cross-border processing of personal information activities, the following responsibilities shall be assumed in the cross-border processing of personal information: a) developing and implementing plans for cross-border processing activities of personal information in accordance with the law; b) organizing impact assessments of personal information protection; c) supervising the organization’s handling of cross-border personal information in accordance with the rules for cross-border handling of personal information agreed between the processor and the overseas recipient; d) receiving and handling requests and complaints from subjects of personal information. 101 Table of Contents ​ Import Regulations Our ability to obtain licenses for online games from abroad and import them into mainland China is regulated in several ways. We are required to register with the Ministry of Commerce any license agreement with a foreign licensor that involves an import of technologies, including online game software into mainland China. Without that registration, we may not remit licensing fees out of mainland China to any foreign game licensor. In addition, the Ministry of Culture and the Tourism requires us to submit for its content review and/or approval any online games we want to license from overseas game developers or any patch or updates for such game if it contains substantial changes. If we license and operate games without that approval, the Ministry of Culture and the Tourism may impose penalties on us. Also, pursuant to a jointly issued notice in July 2004, the GAPP and the State Copyright Bureau require us to obtain their approval for imported online game publications. Furthermore, the State Copyright Bureau requires us to register copyright license agreements relating to imported software. Without the State Copyright Bureau registration, we cannot remit licensing fees out of mainland China to game licensor in other jurisdictions and we are not allowed to publish or reproduce the imported game software in mainland China. Regulations on Intellectual Property Rights The State Council and the State Copyright Bureau have promulgated various regulations and rules relating to the protection of software in mainland China. Under these regulations and rules, software owners, licensees and transferees may register their rights in software with the State Copyright Bureau or its local branches and obtain software copyright registration certificates. Although such registration is not mandatory under laws of mainland China, software owners, licensees and transferees are encouraged to go through the registration process and registered software rights may receive better protection. We have registered most of our in-house developed online games with the State Copyright Bureau. Regulations on Foreign Currency Exchange and Dividend Distribution Foreign Currency Exchange. Foreign currency exchange regulation in mainland China is primarily governed by the following rules: ● Foreign Exchange Administration Rules (1996), as amended in 1997 and 2008; and ● Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996). Pursuant to the Foreign Exchange Administration Rules (1996), as amended in 1997 and 2008, the RMB is generally freely convertible for trade and service-related foreign exchange transactions, but not for direct investment, loans, investment in securities, or other transactions through a capital account outside of mainland China unless the prior approval of SAFE or authorized banks is obtained. Furthermore, foreign investment enterprises in mainland China in general may purchase foreign exchange without the approval of SAFE or authorized banks for trade and service-related foreign exchange transactions by providing commercial documents evidencing these transactions. Foreign investment enterprises that need foreign exchange for the distribution of profits to their shareholders may effect payment from their foreign exchange account or purchase and pay foreign exchange at the designated foreign exchange banks to their foreign shareholders by producing board resolutions for such profit distribution. Under the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), based on their needs, foreign investment enterprises are permitted to open foreign exchange settlement accounts for current account receipts and payments of foreign exchange along with specialized accounts for capital account receipts and payments of foreign exchange at certain designated foreign exchange banks. On November 19, 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, or the SAFE Circular 59, which became effective on December 17, 2012 and was amended on May 4, 2015 and October 10, 2018 and was partly repealed on December 30, 2019. The major developments under the SAFE Circular 59 were that the opening of various special purpose foreign exchange accounts (e.g., pre-establishment expenses account, foreign exchange capital account, guarantee account) no longer required the approval of SAFE. Furthermore, multiple capital accounts for the same entity may be opened in different provinces, which was not possible before the issuance of the SAFE Circular 59. Reinvestment of RMB proceeds by foreign investors in mainland China no longer required SAFE approval or verification, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer required SAFE approval. 102 Table of Contents ​ On May 10, 2013, SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents, as amended on October 10, 2018 and partly repealed on December 30, 2019, which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in mainland China shall be based on registration. Institutions and individuals shall register with SAFE and/or its branches for their direct investment in mainland China. Banks shall process foreign exchange business relating to the direct investment in mainland China based on the registration information provided by SAFE and its branches. On February 13, 2015, SAFE issued the Circular on Further Simplifying and Improving the Foreign Exchange Administration Policies on Direct Investments, or the SAFE Circular 13, which took effect on June 1, 2015, and was partly repealed on December 30, 2019. Pursuant to the SAFE Circular 13, the administrative examination and approval procedures with SAFE or its local branches relating to the foreign exchange registration approval for domestic direct investments as well as overseas direct investments have been canceled, and qualified banks are delegated the power to directly conduct such foreign exchange registrations under the supervision of SAFE or its local branches. On April 26, 2016, SAFE issued the Circular of the State Administration of Foreign Exchange on Further Promoting Trade and Investment Facility and Improving the Examination and Verification of the Authenticity, pursuant to which when handling the remittance of profits exceeding the equivalent of US$50,000 abroad for a domestic institution, a bank should examine the authenticity of the transaction by reviewing related corporate approvals, tax filing record and other materials. On June 9, 2016, SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or the SAFE Circular 16, which took effect on June 9, 2016, and was amended on December 4, 2023, which reiterates some of the rules set forth in Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-affiliated enterprises. Dividend Distribution. The principal regulations governing distribution of dividends of foreign holding companies include: ● The Company Law of People’s Republic of China; ● Foreign Investment Law (2019); and ● Implementation Regulations for the Foreign Investment Law (2019). Under these regulations, foreign investment enterprises in mainland China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, foreign investment enterprises in mainland China are required to allocate at least 10% of their respective profits each year, if any, to fund certain reserve funds until the cumulative total of the allocated reserve funds reaches 50% of an enterprise’s registered capital and a portion of their respective after-tax profits to their staff welfare and bonus reserve funds as determined by their respective board of directors or shareholders. These reserves are not distributable as dividends. 103 Table of Contents ​ Regulations on Foreign Exchange in Certain Onshore and Offshore Transactions On July 4, 2014, SAFE issued the SAFE Circular 37, which is the Circular on Several Issues Concerning Foreign Exchange Administration of Domestic Residents Engaging in Overseas Investment, Financing and Round-Trip Investment via Special Purpose Vehicles. The SAFE Circular 37 and its detailed guidelines require residents of mainland China to register with the local branch of SAFE before contributing their legally owned onshore or offshore assets or equity interest into any SPV directly established, or indirectly controlled, by them for the purpose of investment or financing. In addition, when there is (a) any change to the basic information of the SPV, such as any change relating to its individual resident shareholders of mainland China, name or operation period or (b) any material change, such as increase or decrease in the share capital held by its individual resident shareholders of mainland China, a share transfer or exchange of the shares in the SPV, or a merger or split of the SPV, the resident of mainland China must register such changes with the local branch of SAFE on a timely basis. According to the SAFE rules, failure to comply with the registration procedures set forth in the SAFE Circular 37 may result in restrictions being imposed on the foreign exchange activities of the onshore companies of SPVs, including the payment of dividends and other distributions to its offshore parent or affiliate and the capital inflow from such offshore entity, and may also subject residents of mainland China and onshore companies to penalties under foreign exchange administration regulations of mainland China. Further, failure to comply with various SAFE registration requirements described above would result in liability for foreign exchange evasion under laws of mainland China. On February 13, 2015, SAFE issued the SAFE Circular 13, which is the Circular on Further Simplifying and Improving the Foreign Exchange Administration Policies on Direct Investments, which took effect on June 1, 2015 and was partly repealed on December 30, 2019. Under the SAFE Circular 13, qualified banks are delegated the power to register all Chinese mainland residents’ investments in SPVs pursuant to the SAFE Circular 37, saving for supplementary registration application made by residents of mainland China who failed to comply with the SAFE Circular 37, which shall still fall into the jurisdiction of the local branch of SAFE. As a result of the uncertainties relating to the interpretation and implementation of the SAFE Circular 37 and other regulations of SAFE, we cannot predict how these regulations will affect our business operations or strategies. For example, the ability of our present or future Chinese mainland subsidiaries to conduct foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, may be subject to compliance with such SAFE registration requirements by residents of mainland China, over whom we have no control. In addition, we cannot assure you that any such Chinese mainland residents will be able to complete the necessary approval and registration procedures required by the SAFE regulations. We have requested all of our shareholders who, based on our knowledge, are residents of mainland China or whose ultimate beneficial owners are residents of mainland China to comply with all applicable SAFE registration requirements, but we have no control over our shareholders. We cannot assure you that the beneficial owners in mainland China of our company and our subsidiaries have completed the required SAFE registrations. Nor can we assure you that they will be in full compliance with the SAFE registration in the future. Any non-compliance by the beneficial owners in mainland China of our company and our subsidiaries may subject us or such resident shareholders of mainland China to fines and other penalties. It may also limit our ability to contribute additional capitals to our Chinese mainland subsidiaries and our subsidiaries’ ability to distribute profits or make other payments to us. Regulations Relating to Overseas Listing and M&A On August 8, 2006, six PRC governmental and regulatory agencies, including the Ministry of Commerce and the CSRC, jointly promulgated the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, a new regulation with respect to the mergers and acquisitions of domestic enterprises by foreign investors that became effective on September 8, 2006 and revised on June 22, 2009. Foreign investors shall comply with the M&A rules when they purchase equity interests of a domestic company or subscribe for the increased capital of a domestic company, and thus changing the nature of the domestic company into a foreign- invested enterprise; or when the foreign investors establish a foreign-invested enterprise in mainland China for the purpose of purchasing the assets of a domestic company and operating the asset; or when the foreign investors purchase the asset of a domestic company, establish a foreign-invested enterprise by injecting such assets, and operate the assets. The M&A rules, among other things, purports to require that an offshore special vehicle, or a special purpose vehicle, formed for listing purposes and controlled directly or indirectly by companies or individuals in mainland China, shall obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On July 6, 2021, the PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by PRC-based companies and proposed to take effective measures, such as promoting the construction of regulatory systems to deal with the risks and incidents faced by PRC-based overseas-listed companies. 104 Table of Contents ​ On September 6, 2024, the National Development and Reform Commission and the Ministry of Commerce jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Version), or the 2024 Negative List, which came into effect on November 1, 2024. Pursuant to such Special Administrative Measures, if a domestic company engaging in the prohibited business stipulated in the 2024 Negative List seeks an overseas offering and listing, it shall obtain the approval from the competent governmental authorities. Besides, the foreign investors of the company shall not be involved in the company’s operation and management, and their shareholding percentage shall be subject, mutatis mutandis, to the regulations on the domestic securities investments by foreign investors. On February 17, 2023, the CSRC issued a Trial Measures for the Administration of Overseas Securities Issuance and Listing of Domestic Enterprises, or the Trial Measures, which came into effect on March 31, 2023. According to the Trial Measures, the overseas offering and listing by a domestic company, whether directly or indirectly, shall be filed with the CSRC. Specifically, the determination of an indirect offering and listing will be conducted on a “substance over form” basis, and an offering and listing shall be considered as an indirect overseas offering and listing by a domestic company if the issuer meets the following conditions: (i) the operating income, gross profit, total assets, or net assets of the domestic enterprise in the most recent fiscal year was more than 50% of the relevant line item in the issuer’s audited consolidated financial statement for that year; and (ii) the main part of the business activities is carried out in the territory of mainland China or the main place of business is in mainland China, and the senior management personnel responsible for business operations and management are mostly citizens of mainland China or are ordinarily resident in mainland China. According to the Trial Measures, an overseas offering and listing is prohibited under any of the following circumstances: (i) if the intended securities offering and listing is specifically prohibited by national laws and regulations and provisions; (ii) if the intended securities offering and listing may constitute a threat to or endangers national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) if, in the past three years, the domestic enterprise or its controlling shareholders or actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy; (v) if, the domestic enterprises are currently under investigation for suspicion of criminal offenses, or are under investigation for suspicion of major violations of laws and regulations, although no clear conclusions have been reached; (vi) if there are material ownership disputes over the equities held by the controlling shareholder or the shareholder under the control of the controlling shareholder or the de facto controller. According to the Trial Measures, the issuer or its affiliated domestic company, as the case may be, shall file with the CSRC: (i) with respect to its initial public offering and listing overseas, it shall file with the CSRC within three business days after submitting the application documents for offering and listing overseas. (ii) with respect to its follow-on offering in the same overseas market, it shall file with the CSRC within three business days after completion of the follow-on offering. (iii) If an issuer, after completion of the offering and listing overseas, make offering and listing in other overseas markets, it shall put on record in accordance with the provisions of the Article(i). According to the Trial Measures, domestic enterprises which have already listed overseas is not required to make such filing immediately. However, we cannot assure you that any new rules or regulations promulgated by CSRC in the future will not require us to obtain any approval or filing. Non-compliance with the Trial Measures or an overseas listing completed in breach of the Trial Measures may result in a warning on the domestic companies or a fine of RMB1 million to RMB10 million on them. The controlling shareholder or actual controller of the domestic enterprise organizes or instructs the illegal acts, then a fine between RMB1 million to RMB10 million shall be imposed on them, and for other directly responsible personnel in charge shall be punished by a fine of RMB500,000 to RMB5,000,000. Furthermore, If the circumstances are serious, the CSRC may impose a securities market ban on the responsible personnel from entering the securities market, and if they constitute a crime, criminal liability shall be investigated in accordance with the law. 105 Table of Contents ​ C.Organizational Structure The following diagram illustrates our organizational structure, the place of formation, ownership interest of each of our significant subsidiaries and material variable interest entity as of the date of this annual report: Note: The shareholders of Shanghai IT are Mr. Wei Ji and Mr. Qi Wang, each owning 64% and 36% of Shanghai IT’s equity interest, respectively. Mr. Wei Ji and Mr. Qi Wang are two of our employees. ​ Contractual Arrangements with The Variable Interest Entity Due to legal restrictions in mainland China on foreign ownership and investment in value-added telecommunications services, and internet content provision services in particular, we currently conduct these activities through Shanghai IT, which we conduct business operations through a series of contractual arrangements. These contractual arrangements allow us to: ● conduct business operations through contractual arrangements with Shanghai IT; ● receive substantially all of the economic benefits of Shanghai IT; and ● have an exclusive option to purchase all or part of the equity interests in Shanghai IT when and to the extent permitted by laws of mainland China. Despite the lack of legal majority ownership, we are able to direct the activities of and derive economic benefits from Shanghai IT and therefore our Cayman Island holding company is considered the primary beneficiary of Shanghai IT for accounting purposes and consolidates Shanghai IT and its subsidiaries as required by Accounting Standards Codification topic 810, Consolidation. Accordingly, we treat Shanghai IT as a consolidated entity under U.S. GAAP and we consolidate the financial results of Shanghai IT in our consolidated financial statements in accordance with U.S. GAAP. Neither The9 Limited nor its investors have an equity ownership in, direct foreign investment in, or control through such ownership or investment of, Shanghai IT, and the contractual arrangements are not equivalent to an equity ownership in the business of Shanghai IT. 106 Table of Contents ​ Contractual Arrangements with Shanghai IT Please refer to “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions Arrangements with Variable Interest Entity.” D.Property, Plants and Equipment Our headquarters are located on premises comprising over 1,500 square meters in an office building in Shanghai, China. We lease all of our premises from unrelated third-parties. In addition, we have subsidiaries located in the United States and Singapore, China.