[] [Amended and Restated MEMORANDUM The9 Limited We, CARD Corporate Services Ltd., Registered Office of The9 Limited, certify that the following are extracts of the resolutions passed at an AGM of the shareholders of the Company held on 20 October, 2010: Resolutions of the Meeting THAT: The total number of authorized ordinary shares prescribed in Article 5 of the currently effective] [______, 2004 Shareholder Voting Proxy Agreement by and among The9 Computer Technology Consulting (Shanghai) Co., Ltd. and Shanghai Jiucheng Information Technology Co., Ltd. [ ] [ ] Regarding Shanghai Jiucheng Information Technology Co., Ltd. Shareholder Voting Proxy Agreement This Agreement is entered into in Shanghai as of 1. The9 Computer Technology Consulting (Shanghai) Co., Ltd. The9 Computer Registered address: B-44,] [Execution Copy Exclusive Technical Service Agreement by and between Shanghai Huopu Cloud Computing Terminal Technology Co., Ltd. and The9 Computer Technology Consulting (Shanghai) Co., Ltd. December 13, 2010 Execution Copy Exclusive Technical Service Agreement Agreement This Exclusive Technical Service Agreement (hereinafter this “ 1. Shanghai Huopu Cloud Computing Terminal Technology Co., Ltd. Party A Registered address: 2. The9 Computer Technology] [December 13, 2010 Exclusive Call Option Agreement By and Among Han Junping Xiong Wei and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai Huopu Cloud Computing Terminal Technology Co., Ltd. Exclusive Call Option Agreement Exclusive Call Option Agreement Agreement PRC This (1) Han Junping, a PRC citizen with his identity card number: (2) Xiong Wei, a PRC citizen with] [January 6, 2011 Equity Pledge Agreement by and among Han Junping Xiong Wei and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai Huopu Cloud Computing Terminal Technology Co., Ltd. Equity Pledge Agreement Equity Pledge Agreement Agreement PRC January 6, 2011 This (1) Han Junping (2) Xiong Wei, Pledgor(s) (Han Junping and Xiong Wei are hereinafter referred individual and collectively] [December 13, 2010 Loan Agreement by and among Han Junping Xiong Wei and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Loan Agreement Loan Agreement Agreement PRC This 1. The9 Computer Technology Consulting (Shanghai) Co., Ltd. The9 Computer Registered address: Room 103, No. 690 Bibo Road, Zhangjiang Hi-Tech Park, Shanghai 2. Han Junping Domicile address: 3. Xiong Wei Domicile address: Borrowers] [December 13, 2010 Shareholder Voting Proxy Agreement by and among Han Junping Xiong Wei and Shanghai Huopu Cloud Computing Terminal Technology Co., Ltd. The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai Huopu Cloud Computing Terminal Technology Co., Ltd. Shareholder Voting Proxy Agreement Agreement This Shareholder Voting Proxy Agreement (hereinafter this “ 1. The9 Computer Technology Consulting (Shanghai) Co., Ltd.] [Significant wholly-owned subsidiaries Name of Subsidiary Jurisdiction of Incorporation GameNow.net (Hong Kong) Limited Hong Kong China The9 Interactive Limited Hong Kong 9Dream Limited Hong Kong China Crown Technology Limited Hong Kong The9 Development Center Limited Hong Kong Asian Way Development Limited Hong Kong New Star International Development Limited Hong Kong TDC (Asia) Limited British Virgin Islands The9 Singapore Pte. Ltd.] [Certification by the Chief Executive Officer I, Jun Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of The9 Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Financial Officer I, George Lai, certify that: 1. I have reviewed this annual report on Form 20-F of The9 Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jun Zhu Chairman and Chief Executive Officer EX-13.1 12 c15005exv13w1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. George Lai Chief Financial Officer EX-13.2 13 c15005exv13w2.htm EX-13.2] [[Letterhead of Maples and Calder] Our ref: VZL\604835\4414110v1 Direct +852 2971 30395 Email valerie.law@maplesandcalder.com The9 Limited 7 April 2011 Dear Sirs, The9 Limited (the “Company”) Yours faithfully Maples and Calder EX-15.1 14 c15005exv15w1.htm EX-15.1] [[Letterhead of Fangda Partners] April 7, 2011 The9 Limited Building No. 3, 690 Bibo Road Dear Sirs, Yours faithfully, Fangda Partners EX-15.2 15 c15005exv15w2.htm EX-15.2] [[Letterhead of Deloitte Touche Tohmatsu CPA Ltd.] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-127700, No. 333-156306 and No. 333-168780) of The9 Limited of our reports dated April 7, 2011 relating to (1) the consolidated financial statements of The9 Limited (which report expresses an] [[Letterhead of PricewaterhouseCoopers Zhong Tian CPAs Limited Company] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (No. 333-127700, No. 333-156306 and No. 333-168780) of The9 Limited of our report dated July 15, 2009, except for the effects of the change in presentation of noncontrolling interest discussed]