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United States securities and exchange commission logo





                              February 24, 2021

       Jun Zhu
       Chairman and Chief Executive Officer
       The9 LTD
       17 Floor, No. 130 Wu Song Road
       Hong Kou District, Shanghai 200080
       People   s Republic of China

                                                        Re: The9 LTD
                                                            Post-Effective
Amendment No. 2 to Registration Statement on Form F-1
                                                            Filed February 9,
2021
                                                            File No. 333-240331

       Dear Mr. Zhu:

              We have reviewed your post-effective amendment and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Post-effective Amendment No. 2 to Registration Statement on Form F-1,
filed February 9, 2021

       General

   1.                                                   We note your response
to comment 1, but it is not completely responsive to our comment.
                                                        While we understand the
pricing calculations presented in your response as they relate to
                                                        your initial
registration statement taken effective on September 29, 2020, and the pricing
                                                        supplement filed
thereafter, your disclosure in this post-effective amendment references
                                                        an amount of securities
registered in that offering that is different than the amount of
                                                        securities disclosed in
the initial registration statement and/or pricing supplement. Please
                                                        revise your filing to
clearly reference the number of securities initially registered in that
                                                        offering, or reference
the maximum aggregate amount of securities registered, so investors
                                                        have appropriate
context for your statements regarding the "registered follow-on
 Jun Zhu
FirstName
The9 LTD LastNameJun Zhu
Comapany24,
February  NameThe9
            2021   LTD
February
Page 2 24, 2021 Page 2
FirstName LastName
         offering."

         As a related matter, we note your response to comment 4, and that you
continue to refer to
         the "follow-on" offering in your registration statement. However, this
offering does not
         appear to be a "follow-on" offering, and your amended disclosure does
not clarify your
         reference to a "follow-on offering" because it does not reference the
filing to which you
         are referring. In this regard, the registration statement taken
effective on September 29,
         2020 does not register "2,350,000 ADSs," so your amended disclosure
does not clarify to
         which offering you are referring. Please revise your disclosure
accordingly.
2.       We note your response to prior comment 2, but it is still unclear
whether you are
         registering additional securities. In this regard, we note your
response that you are able to
         register the relevant securities because you relied on Rule 457(o) of
the Securities Act of
         1933, which allows for a registration fee calculated on the basis of a
maximum aggregate
         offering price. However, the analysis in your response references a
volume of securities
         the company    had    immediately prior to filing the post-effective
amendment, rather than a
         dollar amount, thus making any comparison difficult. Please provide a
complete
         explanation as to why no additional securities are being registered
pursuant to this post-
         effective amendment. Your response should include, for each category
of securities (i.e.,
         warrants, representative   s warrants, over-allotment warrants, ADSs,
or ordinary
         shares), the dollar amount, volume, and sale price of the securities
that have been
         registered and sold in prior offerings, and the dollar amount, volume,
and sale price of the
         securities that you are able to register pursuant to this
post-effective amendment. For
         example, where you respond in comment 1 that the    final maximum
offering size of the
         follow-on offering is approximately US$9.7 million,    you should tell
us the category of
         securities offered and sold, the number and dollar amount of the
securities offered and
         sold, and how this relates to the maximum aggregate offering price of
each category of
         security you initially registered. Please also clarify what you mean
when you say the
         company "had" certain securities immediately prior to filing this
post-effective
         amendment. For guidance, see Securities Act Rules Compliance and
Disclosure
         Interpretations Question 240.01, available on our pubic website.
3.       We note your response to comment 5, and your amended disclosure about
your
         cryptocurrency mining operations, including that "[t]he Investors
shall make payment of
         the purchase price and the exercise price for the warrants in (i)
cash, (ii) cryptocurrencies,
         or (iii) a combination of both, at our election." Please amend your
filing to
         disclose whether you intend to hold for investment any digital assets
that you receive from
         warrant holders or as a reward or compensation for your mining
activities, or if you plan
         to convert any digital assets into fiat currency after receipt. If you
do intend to hold
         digital assets, please describe your existing and/or future holdings,
and storage and
         custodial practices. Please also discuss the business risks and
challenges associated with
         cryptocurrency operations, and the amount of funds you will need to
operate your
         business, including cryptocurrency operations, for the next 12 months.
 Jun Zhu
The9 LTD
February 24, 2021
Page 3

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at
(202) 551-
3222 with any questions.



                                                          Sincerely,
FirstName LastNameJun Zhu
                                                          Division of
Corporation Finance
Comapany NameThe9 LTD
                                                          Office of Trade &
Services
February 24, 2021 Page 3
cc:       Haiping Li., Esp.
FirstName LastName
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