ˆ1T8XLB041Y4747H-Š 1T8XLB041Y4747H HKGFBU-2K-PF004 PROJECT NINE RR Donnelley ProFile8.7.13 HKG chana0hk15-Dec-2004 04:16 EST 93259 COV 1 36* PROSPECTUS HKG CLN g41b15-1.0 PS PMT 4C PROSPECTUS 6,075,000 American Depositary Shares The9 Limited Representing 6,075,000 Ordinary Shares This is an initial public offering of American Depositary Shares, or ADSs, each representing one ordinary share. No public market currently exists for our ordinary shares or ADSs. We are selling 5,400,000 ADSs, and the selling shareholders included in this prospectus are selling 675,000 ADSs. We will not receive any of the proceeds from the ADSs sold by the selling shareholders. The initial public offering price of the ADSs is US$17.00 per ADS. The ADSs have been approved for listing on the Nasdaq National Market under the symbol “NCTY.” Investing in our ADSs involves a high degree of risk. See “Risk Factors” on page 15. Per ADS Total Public Offering Price .................................................... US$17.00 US$103,275,000 Underwriting Discount .................................................. US$ 1.19 US$ 7,229,250 Proceeds, Before Expenses, to Us .......................................... US$15.81 US$ 85,374,000 Proceeds, Before Expenses, to the Selling Shareholders ....................... US$15.81 US$ 10,671,750 We have granted the underwriters a 30-day option to purchase up to 911,250 additional ADSs to cover any over- allotments. Delivery of the ADSs will be made on or about December 20, 2004. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Bear, Stearns & Co. Inc. CLSA/CIBC World Markets The date of this prospectus is December 14, 2004. ˆ1T8XLB040FJC30HyŠ 1T8XLB040FJC30H HKGFBU-2K-PF004 PROJECT NINE RR Donnelley ProFile8.7.13 HKG chana0hk09-Dec-2004 07:08 EST 93259 ROM 1 29* PROSPECTUS HKG CLN PS PMT 1C You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. This document may only be used where it is legal to offer and sell these securities. The information in this document is only accurate as of the date of this document. Unless otherwise indicated, (1) the terms “we,” “us,” “our company,” “our” and “The9” refer to The9 Limited and its subsidiaries, and, in the context of describing our operations and risk factors, also include 9Webzen Limited and 9Webzen (Shanghai) Co., Ltd., as well as our affiliated Chinese entities, (2) the term “9Webzen” refers to 9Webzen Limited and, unless the context otherwise requires, its subsidiary, 9Webzen (Shanghai) Co., Ltd., (3) “shares” or “ordinary shares” refers to our ordinary shares, “preferred shares” refers to our convertible preferred shares, “ADSs” refers to our American depositary shares, each of which represents one ordinary share, and “ADRs” refers to the American depositary receipts which evidence our ADSs, (4) all share numbers reflect the 2.86-for-1 share split of our ordinary shares and preferred shares which became effective on November 25, 2004, (5) “China” for purposes of this prospectus refers to the People’s Republic of China, excluding Taiwan, Hong Kong and Macau, (6) information in this prospectus assumes that the underwriters do not exercise their over-allotment options to purchase up to 911,250 additional ADSs, (7) all references to “RMB” are to the legal currency of China and all references to “U.S. dollars”, “dollars”, “US$” and “$” are to the legal currency of the United States, and (8) all numbers discussed in this prospectus are approximated to the closest round number. Solely for your convenience, this prospectus contains translations of certain RMB amounts into U.S. dollar amounts at specified rates. All translations from RMB to U.S. dollars were made at the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise stated, the translations of RMB amounts into U.S. dollar amounts have been made at the noon buying rate in effect on June 30, 2004, which was RMB8.2766 to US$1.00. We make no representation that the RMB or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or RMB, as the case may be, at any particular rate or at all. See “Exchange Rate Information.” i ˆ1T8XLB00QCXM07HGŠ 1T8XLB00QCXM07H PROJECT NINE RR Donnelley ProFilehkgdoc HKG 09-Mar-2004 03:01 EST 93259 ILB 1 1* PROSPECTUS HKG CLN PS 1C [THIS PAGE INTENTIONALLY LEFT BLANK] ˆ1T8XLB03V9ZJW6HkŠ 1T8XLB03V9ZJW6H HKGFBU-2K-PF003 PROJECT NINE RR Donnelley ProFile8.7.13 HKG ngoch0hk 25-Nov-2004 10:16 EST 93259 TX 1 52* PROSPECTUS START PAGE HKG CLN PS PMT 1C PROSPECTUS SUMMARY This summary highlights key aspects of the information contained elsewhere in this prospectus. Because it is a summary, it does not contain all of the information that you should consider before making an investment decision. You should read the entire prospectus carefully, including the “Risk Factors” section and the financial statements and the accompanying notes to those statements. The9 Limited Our Business We are an online game operator and developer in China. Through 9Webzen Limited, a joint venture in which we own 51%, we have become one of the three largest online game operators in China, as measured by estimated 2003 online game revenues in China according to International Data Corporation, or IDC, a leading market research firm. We began to offer our self-developed online virtual community game “the9 City” in 2000 and commercialized the9 City in December 2000. Currently, our business is primarily focused on operating “MU” in China through 9Webzen in which Webzen Inc., a leading online game developer and operator in Korea, owns 49%. 9Webzen has obtained an exclusive license from Webzen to operate MU in China. MU is a three- dimensional, or 3D, massively multiplayer online role playing game, or MMORPG, which allows thousands of players to concurrently log on to network servers to “role-play” characters in a virtual world. Because MMORPGs require a significant amount of time to master, they tend to have a high degree of user attraction, which means that users tend to spend greater amounts of time playing these games than using other Internet applications. In the three months ended September 30, 2004, we recorded over 189,000 MU peak concurrent players and over 134,000 MU average concurrent players, which measure the highest and daily average numbers, respectively, of game players simultaneously logged on to our game servers. During the same period, we also recorded over 1,527,000 average monthly active paying MU players, which measures the monthly average of the total number of game players who have used their prepaid game playing time during each month of the quarterly period. According to a December 2003 report issued by IDC, MU was ranked among the three most popular online games in China. To broaden our product and service offerings, we have obtained exclusive licenses to localize and operate additional MMORPGs in China, including “World of Warcraft,” or WoW, “Mystina Online” and “Granado Espada.” WoW is an MMORPG developed by Blizzard Entertainment, the game development studio of Vivendi Universal Games Inc., which has developed award-winning PC games including the Warcraft, Diablo and StarCraft series. We intend to launch a test version of WoW in China in the first half of 2005 followed by the commercial launch in 2005. In addition, we have recently obtained an exclusive license to operate “Mystina Online” in China. Mystina Online is a new MMORPG developed by an online game developer in China. We are currently operating an open test version of Mystina Online and expect to commercially launch the game in early 2005. We have also recently obtained an exclusive license from Hanbitsoft, Inc. to localize and operate Granado Espada in China. Granado Espada is an MMORPG that is currently being developed by Korean game developer IMC Games, Co., Ltd., which is partly owned by Hanbitsoft. We are aggressively expanding our own product development capabilities to develop a suite of proprietary online games, including MMORPGs. We currently expect to launch the test version of our first proprietary game, “Joyful Journey West,” a side scrolling MMORPG based on cartoon characters, in early 2005, followed by the commercial launch in 2005. In addition, in April 2004, we invested US$4.0 million for a 20% stake in Object Software, an established game developer based in China which has developed a number of PC games and online games including several award-winning games. Concurrently with our equity investment, we have obtained a right of first refusal to acquire licenses to operate in China all the online games developed by Object Software during the first two-year period after our investment. Furthermore, we have begun to offer game-related short messaging services, or SMS, including player accounts password protection service. 1 ˆ1T8XLB03W131R=H=Š 1T8XLB03W131R=H HKGFBU-2K-PF001 PROJECT NINE RR Donnelley ProFile8.7.13 HKG cheul0hk26-Nov-2004 07:43 EST 93259 TX 2 59* PROSPECTUS HKG CLN PS PMT 1C We charge customers for the time they spend playing our online games. Our customers typically access our online games through PCs at home or in Internet cafés. They obtain our game playing time primarily through purchasing our prepaid cards at various retail outlets or purchasing online points at one of the more than 115,000 Internet cafés throughout China which have subscribed to our Pass9 system.