The9 LTD — Major Shareholding Notification 2008

Oct 14, 2008

SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

THE9 LIMITED

(Name of Issuer)

American Depositary Shares, $0.01 par value

(Title of Class of Securities)

88337K104

(CUSIP Number)

October 3, 2008

(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)

x Rule 13d-1(c)

¨ 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 the disclosures provided in a prior cover page.

The information required in 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).

Page 1 of 7 pages

CUSIP No. 88337K104

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). QVT Financial LP 11-3694008
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:
6. Shared Voting Power 1,511,036
7. Sole Dispositive Power 0
8. Shared Dispositive Power 1,511,036

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,511,036
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 5.10%
12.	Type of Reporting Person (See Instructions) PN

Page 2 of 7 pages

CUSIP No. 88337K104

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). QVT Financial GP LLC 11-3694007
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:
6. Shared Voting Power 1,511,036
7. Sole Dispositive Power 0
8. Shared Dispositive Power 1,511,036

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,511,036
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 5.10%
12.	Type of Reporting Person (See Instructions) OO

Page 3 of 7 pages

Item 1	(a).	Name of Issuer
		THE9 LIMITED (the “Issuer”)
Item 1	(b).	Address of Issuer’s Principal Executive Offices
		The address of the Issuer’s principal executive offices is:
		Building No. 3, 690 Bibo Road, Zhang Jiang Hi-Tech Park, Pudong New Area, Pudong, Shanghai 201203, People’s Republic of China
Item 2	(a).	Name of Person Filing
Item 2	(b).	Address of Principal Business Office or, if none, Residence
Item 2	(c).	Citizenship
		QVT Financial LP
		1177 Avenue of the Americas, 9th Floor
		New York, New York 10036
		Delaware Limited Partnership
		QVT Financial GP LLC
		1177 Avenue of the Americas, 9th Floor
		New York, New York 10036
		Delaware Limited Liability Company
Item 2	(d).	Title of Class of Securities
		American Depositary Shares, $0.01 par value (the “Common Stock”).
Item 2	(e).	CUSIP Number
		The CUSIP number of the Common Stock is 88337K104.
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	¨	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	¨	Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Page 4 of 7 pages

Item 4.	Ownership. — (a)	Amount beneficially owned:
		QVT Financial LP (“QVT Financial”) is the investment manager for QVT Fund LP (the “Fund”), which beneficially owns 1,239,289 shares of Common Stock. QVT
Financial is the investment manager for Quintessence Fund L.P. (“Quintessence”), which beneficially owns 132,464 shares of Common Stock. QVT Financial is also the investment manager for a separate discretionary account managed for Deutsche
Bank AG (the “Separate Account”), which holds 139,283 shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the Common Stock held by each of the Fund, Quintessence and the Separate Account. Accordingly,
QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 1,511,036 shares of Common Stock, consisting of the shares owned by the Fund and Quintessence and the shares held in the Separate Account.
		QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial.
		QVT Financial acquired beneficial ownership of more than 5% of the class of equity securities as of October 3, 2008. The reported share amounts reflect amounts beneficially owned
by the reporting persons as of that date, as adjusted for subsequent transactions through the date hereof.
		Each of QVT Financial and QVT Financial GP LLC disclaim beneficial ownership of the shares of Common Stock beneficially owned by the Fund and Quintessence and the shares of Common
Stock held in the Separate Account.
		The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated based upon 29,606,629 shares of Common Stock outstanding, which is the total number
of shares issued and outstanding as of May 31, 2008, as reported in the Issuer’s Annual Report on Form 20-F for the year ended December 31, 2007 and filed with the Securities and Exchange Commission on June 30, 2008.
	(b)	Percent of class:
		See Item 11 of the Cover Pages to this Schedule 13G.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote
			0
		(ii)	Shared power to vote or to direct the vote
			See item (a) above.
		(iii)	Sole power to dispose or to direct the disposition of
			0
		(iv)	Shared power to dispose or to direct the disposition of
			See item (a) above.
Item 5.	Ownership of Five Percent or Less of a Class
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following..... ¨ .
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
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 5 of 7 pages

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: October 13, 2008
QVT FINANCIAL LP
By QVT Financial GP LLC, its General Partner
By:	/s/ Daniel Gold
Name:	Daniel Gold
Title:	Managing Member
By:	/s/ Oren Eisner
Name:	Oren Eisner
Title:	Authorized Signatory
QVT FINANCIAL GP LLC
By:	/s/ Daniel Gold
Name:	Daniel Gold
Title:	Managing Member
By:	/s/ Oren Eisner
Name:	Oren Eisner
Title:	Authorized Signatory

Page 6 of 7 pages

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: October 13, 2008
QVT FINANCIAL LP
By QVT Financial GP LLC, its General Partner
By:	/s/ Daniel Gold
Name:	Daniel Gold
Title:	Managing Member
By:	/s/ Oren Eisner
Name:	Oren Eisner
Title:	Authorized Signatory
QVT FINANCIAL GP LLC
By:	/s/ Daniel Gold
Name:	Daniel Gold
Title:	Managing Member
By:	/s/ Oren Eisner
Name:	Oren Eisner
Title:	Authorized Signatory

Page 7 of 7 pages