The9 LTD — Major Shareholding Notification 2006

Feb 14, 2006

SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES

13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

The9 Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

88337K104

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP NO. 88337K104 Schedule 13 G

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jie Qin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of
China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 736,736 ordinary shares. Air Tech Ventures Limited may also be deemed to have sole voting power with respect to the above shares. 6 SHARED VOTING POWER See item 5. 7 SOLE DISPOSITIVE POWER 736,736 ordinary shares. Air Tech Ventures Limited may also be deemed to have sole dispositive power with respect to the above shares. 8 SHARED DISPOSITIVE POWER See item 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,736 ordinary shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.0%
(1)
12	TYPE OF REPORTING PERSON* IN

(1) Based on approximately 24,213,654 ordinary shares outstanding as of the date of this filing.

CUSIP NO. 88337K104 Schedule 13 G

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Air Tech Ventures Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin
Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 736,736 ordinary shares. Jie Qin may also be deemed to have sole voting power with respect to the above shares. 6 SHARED VOTING POWER See item 5. 7 SOLE DISPOSITIVE POWER 736,736 ordinary shares. Jie Qin may also be deemed to have sole dispositive power with respect to the above shares. 8 SHARED DISPOSITIVE POWER See item 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,736 ordinary shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.0%
(1)
12	TYPE OF REPORTING PERSON* CO

(1) Based on approximately 24,213,654 ordinary shares outstanding as of the date of this filing.

CUSIP NO. 88337K104 Schedule 13 G

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jing Fei Zhou
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of
China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 440,736 ordinary shares. Magic Health Limited may also be deemed to have sole voting power with respect to the above shares. 6 SHARED VOTING POWER See item 5. 7 SOLE DISPOSITIVE POWER 440,736 ordinary shares. Magic Health Limited may also be deemed to have sole dispositive power with respect to the above shares. 8 SHARED DISPOSITIVE POWER See item 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,736 ordinary shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.8%
(1)
12	TYPE OF REPORTING PERSON* IN

(1) Based on approximately 24,213,654 ordinary shares outstanding as of the date of this filing.

CUSIP NO. 88337K104 Schedule 13 G

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Magic Health Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin
Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 440,736 ordinary shares. Jing Fei Zhou may also be deemed to have sole voting power with respect to the above shares. 6 SHARED VOTING POWER See item 5. 7 SOLE DISPOSITIVE POWER 440,736 ordinary shares. Jing Fei Zhou may also be deemed to have sole dispositive power with respect to the above shares. 8 SHARED DISPOSITIVE POWER See item 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,736 ordinary shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.8%
(1)
12	TYPE OF REPORTING PERSON* CO

(1) Based on approximately 24,213,654 ordinary shares outstanding as of the date of this filing.

ITEM 1	(a).	NAME OF ISSUER:
		The9 Limited
ITEM 1	(b).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
		Building No. 3, 690 Bibo Road Zhangjiang
Hi-tech Park, Pudong New Area Shanghai 201203, People’s Republic of China
ITEM 2	(a).	NAME OF PERSON FILING:
		Jie Qin
		Air Tech Ventures Limited
		Jing Fei Zhou
		Magic Health Limited
ITEM 2	(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
		Jie Qin Building No. 3, 690 Bibo
Road Zhangjiang Hi-tech Park, Pudong New Area Shanghai 201203,
People’s Republic of China
		Air Tech Ventures Limited c/o Jie
Qin Building No. 3, 690 Bibo Road Zhangjiang Hi-tech Park,
Pudong New Area Shanghai 201203, People’s Republic of China
		Jing Fei Zhou Building No. 3, 690 Bibo
Road Zhangjiang Hi-tech Park, Pudong New Area Shanghai 201203,
People’s Republic of China
		Magic Health Limited c/o Jing Fei
Zhou Building No. 3, 690 Bibo Road Zhangjiang Hi-tech Park,
Pudong New Area Shanghai 201203, People’s Republic of China
ITEM 2	(c).	CITIZENSHIP:
		Jie Qin – PRC
		Air Tech Ventures Limited – British Virgin Islands
		Jing Fei Zhou – PRC
		Magic Health Limited – British Virgin Islands
ITEM 2	(d).	TITLE OF CLASS OF SECURITIES:
		Ordinary Shares
ITEM 2	(e).	CUSIP NUMBER:
		88337K104
ITEM 3.		Not Applicable

ITEM 4.
The following information with respect to the ownership of the Ordinary Shares of the issuer by the Reporting Person is provided as of February 14, 2006:

Reporting Person	Amount beneficially owned:	Percent of class:	Sole power to vote or direct the vote:	Shared power to vote or to direct the vote:	Sole power to dispose or to direct the disposition of:	Shared power to dispose or to direct the disposition of:
Jie Qin	736,736	3.0 %	736,736	736,736	736,736	736,736
Air Tech Ventures Limited	736,736	3.0 %	736,736	736,736	736,736	736,736
Jing Fei Zhou	440,736	1.8 %	440,736	440,736	440,736	440,736
Magic Health Limited	440,736	1.8 %	440,736	440,736	440,736	440,736
(Percent of class based on approximately 24,213,654 ordinary shares outstanding as of the date of this
filing.)

| | Air Tech Ventures Limited, a British Virgin Islands company, is the record owner of 736,736 ordinary shares of The9 Limited. Jie Qin is the sole owner and director of Air Tech Ventures Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, Jie Qin may be deemed to beneficially own all of the shares held by Air Tech Ventures Limited. | | --- | --- | | | Magic Health Limited, a British Virgin Islands company, is the record owner of 413,874 ordinary shares and 26,862 ordinary shares represented by American Depositary Shares (or “ADSs”) of The9 Limited. Jing Fei Zhou is the sole owner and director of Magic Health Limited. Pursuant to Section 13(d) of the Exchange Act, and the rules promulgated thereunder, Jing Fei Zhou may be deemed to beneficially own all of the shares and ADSs held by Magic Health Limited. | | | Jie Qin and Jing Fei Zhou are husband and wife, and may be deemed to share beneficial ownership of the shares and ADSs held by each other. Jie Qin and Jing Fei Zhou both expressly disclaim such beneficial ownership of the shares and ADSs beneficially owned by each other. | | ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: | | | Not applicable | | ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: | | | Not applicable | | ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: | | | Not applicable | | ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: | | | Not applicable | | ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: | | | Not applicable | | ITEM 10. | CERTIFICATION: | | | Not applicable |

SIGNATURE

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

Dated: February 14, 2006

Jie Qin	/s/ Jie Qin
	Jie Qin
Air Tech Ventures Limited	By:	/s/ Jie Qin
	Name:	Jie Qin
	Title:	Director
Jing Fei Zhou	/s/ Jing Fei Zhou
	Jing Fei Zhou
Magic Health Limited	By:	/s/ Jing Fei Zhou
	Name:	Jing Fei Zhou
	Title:	Director

LIST OF EXHIBITS

Exhibit No.	Description
A	Joint Filing Agreement