UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of May 2024
Commission File Number: 001-34238
THE9 LIMITED
17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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THE9 LIMITED |
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By |
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/s/ George Lai |
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Name: |
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George Lai |
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Title: |
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Director and Chief Financial Officer |
Date: May 20,
2024
Exhibit 99.1
The9
Signed a Definitive Share Purchase Agreement to Invest in AI Unmanned Retail Store Platform KuaiJin
Shanghai, China, May 20, 2024
The9 Limited (Nasdaq: NCTY) (“The9”),
an established Internet company, today announced that it signed a definitive share purchase agreement (the “Agreement”) with
Kuaijin Shidai (Xiamen) Technology Co., Ltd. (“KuaiJin”), a company operating unmanned retail store platform in China,
to purchase 15% of KuaiJin by cash and issuance of The9’s restricted shares. The9 is also granted a purchase option to purchase
up to 51% of the total shares of KuaiJin. The purchase option is exercisable within 2 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, 7 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.
Pursuant to the Agreement, The9 will pay cash
consideration of US$1.5 million and will issue 318,448,800 restricted Class A ordinary shares (equivalent to 1,061,496 ADSs) to KuaiJin.
The restricted Class A ordinary shares to be issued to KuaiJin will be subject to lock-up conditions and will only be released according
to the following schedule: (i) when the market capitalization of The9 reaches US$200 million, 20,940,900 Class A ordinary shares
(equivalent to 69,803 ADSs) of The9 will be released from the lock-up; (ii) when the market capitalization of The9 reaches US$500
million, 1,894,800 Class A ordinary shares (equivalent to 27,921 ADSs) of The9 will be released from the lock-up, and (iii) when
the market capitalization of The9 reaches US$1 billion, 4,188,300 Class A Ordinary shares (equivalent to 13,961 ADSs) of The9 will
be released from the lock-up. The rest of the restricted shares shall be released from the lock-up when either of the following conditions
are met: KuaiJin completes a qualified IPO and its shares owned by The9 become freely tradable in the open market; or if and when the
The9 exercises its purchase option and, as a result, holds a minimum 51% of the then total share capital of KuaiJin.
“There
are more than 5 million retail stores in China alone around the world. These small retail stores are like capillaries, distributed in
the streets and alleys of cities, and together they form a huge offline real-time retail network. They are indispensable business format
in the daily life of most people. However, millions of small retail store owners and operators have long been faced with the problem of
not having the freedom to expand their businesses since they need to guard the store. On the other hand, with the high popularity of mobile
payments in China nowadays, the checkout actions in retail stores have become extremely standard and simple. In this context, the low-cost
intelligent transformation solution provided by Kuaijin effectively solves the storekeeping problem. It uses intelligent hardware and
AI to replace manual storekeeping. It can especially free up the operators’ time at night, so that the retail stores can be open
24 hours a day throughout the year without having to stay up late to guard the store. More importantly, through AI-empowered transformation,
data on customers, products, locations and financials will no longer be scattered and difficult to collect, data can truly be capitalized.
In the past, fast-moving consumer product brands hired a large number of offline service personnel to maintain customer sentiment in small
retail stores to ensure effective display and sales of products, which was costly and inefficient. It is extremely difficult for brands
to conduct data analysis or implement marketing activities for millions of stores with different operators. This is precisely the reason
why the channel value of small retail stores has been limited for a long time. However, for the small retail stores cooperating with Kuaijin,
customers' entry, purchase, settlement, and departure are all served through in-store hardware and AI. Customers’ behaviors are
fully digitized without the need of changing the traditional consumer shopping process. On this basis, Kuaijin can effectively implement
brand marketing plan such as promotion activities and new product recommendations. The membership system, AI customer service and video
algorithms continuously collect and analyze huge amount of data collected. We can then continuously train algorithms by machine learning
and fully embrace GenAI. With The9’s investment, Kuaijin can leverage The9's experience in different GenAI business applications
to help improving the GenAI capabilities of Kuaijin's platform. Kuaijin is keen to expand service scenarios, improve service experience,
and create future AI retail stores recognized by store owners and operators, consumers, and brands,” said Mr. JiaPao Wu, founder
of KuaiJin.
As of the date hereof, the total number of issued
and outstanding shares of The9 is 1,993,729,927 (equivalent to 6,645,766 ADSs), being the sum of 1,980,122,593 Class A ordinary shares
and 13,607,334 Class B ordinary shares.
Safe Harbor Statement
This current report contains forward-looking statements.
These statements are made under the “safe harbor” provisions of the United States Private Securities Litigation Reform Act
of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,”
“future,” “intends,” “plans,” “believes,” “estimates” and similar statements.
Such statements are based upon management’s current expectations and current market and operating conditions and relate to events
that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond
The9’s control. The9 may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and
Exchange Commission (“SEC”), in its annual report to shareholders, in press releases and other written materials and in oral
statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements
about The9’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties.
A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but
not limited to the following: The9’s goal and strategies; The9’s expansion plans; The9’s future business development,
financial condition and results of operations; The9’s expectations regarding demand for, and market acceptance of, its products
and services; The9’s expectations regarding keeping and strengthening its relationships with business partners it collaborates with;
general economic and business conditions; and assumptions underlying or related to any of the foregoing. Further information regarding
these and other risks is included in The9’s filings with the SEC. All information provided in this current report is as of the date
hereof, and The9 does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
The9 Limited
17 Floor,
No. 130, Wu Song Road,
Hong Kou District,
Shanghai 200080, PRC
About The9 Limited
The9 Limited (The9) is an Internet company listed
on Nasdaq in 2004. The9 aims to become a global diversified high-tech Internet company, and is engaged in blockchain business including
the operation of cryptocurrency mining. The9 is also stepping into AI application business in different industries.
Investor Relations Contact
Ms. Rebecca
Cai
Investor Relations Specialist
The9 Limited
Tel: +86 (21) 6108-6080
Email: IR@corp.the9.com
Website:
www.the9.com
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