Securities Registration: Employee Benefit Plan (s-8)
May 02 2023 - 4:13PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 2, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
THE9 LIMITED
(Exact Name of Registrant as Specified in Its
Charter)
_______________
Cayman Islands |
|
Not Applicable |
(State or Other Jurisdiction
of |
|
(I.R.S. Employer |
Incorporation or Organization) |
|
Identification No.) |
17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People’s Republic of China
(Address, Including Zip Code, of Principal Executive
Offices)
_______________
Tenth Amended and Restated 2004 Stock Option
Plan
(Full Title of the Plan)
_______________
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(Name, Address and Telephone Number, Including
Area Code, of Agent for Service)
_______________
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
¨ |
|
Accelerated filer |
¨ |
Non-accelerated filer |
x |
|
Smaller reporting company |
¨ |
|
|
|
Emerging growth company |
¨ |
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
Copies to:
George Lai, Chief Financial Officer
17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People’s Republic of China
+86 (21) 6108-6080 |
EXPLANATORY NOTE
This Registration Statement is filed by The9 Limited
(the “Registrant”) to register additional securities issuable pursuant to the Plan and consists of only those items required
by General Instruction E to Form S-8. The number of Class A ordinary shares that are available for award grant purposes under the Plan
increased by 300,000,000 Class A ordinary shares from 250,000,000 Class A ordinary shares to 550,000,000 Class A ordinary shares. Based
on the above, the additional securities registered hereby consist of 300,000,000 Class A ordinary shares, on top of the Class A ordinary
shares registered by the Registration Statements on Form S-8 (File No. 333-127700, File No. 333-156306, File No. 333-168780, File No.
333-210693, File No. 333-217190, File No. 333-231105 and File No. 333-259315), as amended, filed with Securities and Exchange Commission
(the “Commission”) on August 19, 2005, December 19, 2008, August 12, 2010, December 16, 2010, April 11, 2016, April 7, 2017,
April 29, 2019 and August 27, 2021 (the “Prior Registration Statements”).
In accordance with General Instruction E to Form
S-8, the contents of the Prior Registration Statements are incorporated herein by reference, except as otherwise set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference |
The following documents previously filed by The9
Limited (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by
reference herein:
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing
of a post-effective amendment to this registration statement, which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this
registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement
or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement.
Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration
statement.
Exhibit
No. |
Description |
4.1 |
Third
Amended and Restated Memorandum and Articles of Association of the Registrant as currently in effect (incorporated by reference to
Exhibit 3.1 to the Registrant’s Current Report on Form 6-K (File No. 001-34238) furnished with the Commission on December 23,
2021) |
4.2 |
Specimen
Certificate for Class A ordinary shares of the Registrant (incorporate by reference to Exhibit 2.2 to the Registrant’s Annual
Report on Form 20-F (File No. 001-34238) filed with the Commission on April 30, 2020) |
4.3 |
Form
of Amended and Restated Deposit Agreement among the Registrant, The Bank of New York Mellon, as Depositary, and all Owners and Beneficial
Owners from time to time of American Depositary Shares issued thereunder (incorporated by reference to Exhibit 1 to our Post-Effective
Amendment No. 3 to the Registration Statement on Form F-6 (File No. 333-156635) filed with the Commission on June 21, 2019) |
4.4 |
Specimen
American Depositary Receipt (incorporated by reference to Exhibit A (Form of American Depositary Receipt) of Exhibit 1 (Form of Deposit
Agreement) to our Post-Effective Amendment No. 3 to the Registration Statement on Form F-6 (File No. 333-156635) filed with the Commission
on June 21, 2019) |
5.1* |
Opinion of Maples and Calder
(Hong Kong) LLP, Cayman Islands counsel to the Registrant, regarding the legality of the Class A ordinary shares being registered |
10.1 |
Tenth Amended and Restated 2004 Stock Option Plan of the Registrant (incorporated by reference to
Exhibit 4.1 to the Registrant's Annual Report on Form 20-F (File No. 001-34238) filed
with the Commission on May 1, 2023) |
23.1* |
Consent of Maples and Calder
(Hong Kong) LLP (included in Exhibit 5.1) |
23.2* |
Consent of RBSM LLP, independent registered public accounting
firm |
23.3* |
Consent of Grant Thornton, independent registered public
accounting firm |
24.1* |
Power of Attorney (included on signature
page hereto) |
107* |
Filing Fee Table
|
|
|
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Shanghai, People’s Republic of China, on May 2, 2023.
|
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THE9 LIMITED |
|
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|
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By: |
/s/ Jun Zhu |
|
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Name: |
Jun Zhu |
|
|
Title: |
Chairman and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints, severally and not jointly, each of Jun Zhu and George Lai, with full power
to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place
and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary
to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each
said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on May 2,
2023.
Signature |
Title |
|
|
/s/ Jun Zhu |
Chairman and Chief Executive Officer |
Jun Zhu |
(principal executive officer) |
|
|
/s/ George Lai |
Director and Chief Financial Officer |
George Lai |
(principal financial and accounting officer) |
|
|
/s/ Davin A. Mackenzie |
Director |
Davin A. Mackenzie |
|
|
|
/s/ Kwok Keung Chau |
Director |
Kwok Keung Chau |
|
|
|
/s/ Ka Keung Yeung |
Director |
Ka Keung Yeung |
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of The9 Limited, has signed this registration statement or amendment
thereto in Newark, Delaware on May 2, 2023.
|
Authorized U.S. Representative
Puglisi & Associates |
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By: |
/s/ Donald J. Puglisi |
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Name: |
Donald J. Puglisi |
|
Title: |
Managing Director |
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