EXHIBIT 11.1



THE9 LIMITED

AMENDED CODE OF BUSINESS CONDUCT AND ETHICS



Purpose



This Amended Code of Business Conduct and Ethics (the Code) contains general guidelines for conducting
the business of The9 Limited (the Company) consistent with the highest standards of business ethics, and is intended to qualify as a code of ethics within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002
and the rules promulgated thereunder. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.



This Code is designed to deter wrongdoing and to promote:



| |  |  | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
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| |  |  | full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company will file with, or submit to, the U.S. Securities and Exchange Commission (the
SEC) and in other public communications made by the Company;
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| |  |  | compliance with applicable governmental laws, rules and regulations;
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| |  |  | prompt internal reporting of violations of the Code; and
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| |  |  | accountability for adherence to the Code.
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Applicability



This Code applies to all of the directors, officers, employees and advisors of the Company, whether they work for the Company on a full-time, part-time,
consultative, or temporary basis (each an employee and collectively, the employees). Certain provisions of the Code apply specifically to our chief executive officer, chief financial officer, controller, vice
presidents and any other persons who perform similar functions for the Company (each, a senior officer, and collectively, senior officers).



The Board of Directors of the Company (the Board) has appointed Ms. Hannah Lee, as the Compliance Officer
for the Company. If you have any questions regarding the Code or would like to report any violation of the Code, please call the Compliance Officer at 86-21-32174567, ext 9019 or e-mail him or her at hannahlee@corp.the9.com.



This Code was adopted by the Board on May 19, 2005 and became effective
immediately.



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Competition and Fair Dealing



The Company seeks to outperform its competitor fairly and honestly. The Company seeks competitive advantages through
superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owners consent, or inducing such disclosures by past or present
employees of other companies is prohibited. Each employee and officer should endeavor to respect the rights of and deal fairly with the Companys customers, suppliers, competitors and employees. No employee or officer should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other illegal trade practice.



Conflicts of Interest



Identifying Conflicts of Interest



A conflict of interest occurs when an employees private interest interferes, or appears to interfere, in any way with the interests of the Company
as a whole. You should actively avoid any private interest that may influence your ability to act in the interests of the Company or that may make it difficult to perform your work objectively and effectively. In general, the following should be
considered conflicts of interest:



| |  |  | Competing Business. No employee may be concurrently employed by a business that competes with the Company or deprives it of any business.
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| |  |  | Corporate Opportunity. No employee should use corporate property, information or his or her position with the Company to secure a business opportunity that would otherwise be
available to the Company. If you discover a business opportunity that is in the Companys line of business, through the use of the Companys property, information or position, you must first present the business opportunity to the Company
before pursuing the opportunity in your individual capacity.
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| |  |  | Financial Interests.
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| | (i) | No employee may have any financial interest (ownership or otherwise), either directly or indirectly through a spouse or other family member, in any other business entity if such
financial interest adversely affects the employees performance of duties or responsibilities to the Company, or requires the employee to devote certain time during such employees working hours at the Company;
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| | (ii) | No employee may hold any ownership interest in a privately-held company that is in competition with the Company;
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| | (iii) | An employee may hold up to but no more than 5% ownership interest in a publicly traded company that is in competition with the Company;
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| | (iv) | No employee may hold any ownership interest in a company that has a business relationship with the Company if such employees duties at the Company include managing or
supervising the Companys business relations with that company
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If an employees ownership interest in a business entity described in clause (iii) above increases to more than 5%, the employee must immediately report such ownership to the Compliance Officer.



| |  |  | Loans or Other Financial Transactions. No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with,
any company that is a material customer, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with recognized banks or other financial institutions.
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| |  |  | Service on Boards and Committees. No employee should serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose
interests reasonably could be expected to conflict with those of the Company. Employees must obtain prior approval from the Board before accepting any such board or committee position. the Company may revisit its approval of any such position at any
time to determine whether service in such position is still appropriate.
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It is difficult to list all of the ways in which a conflict of interest may arise, and we have provided only a few, limited examples. If you are faced with a difficult business decision that is not addressed above,
ask yourself the following questions:



| |  |  | Is it legal?
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| |  |  | Is it honest and fair?
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| |  |  | Is it in the best interests of the Company?
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Disclosure of Conflicts of Interest



The Company requires that employees fully disclose any situations that reasonably could be expected to give rise to a conflict of interest. If you suspect
that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it immediately to the Compliance Officer. Conflicts of interest may only be waived by the Board, or the appropriate
committee of the Board, and will be promptly disclosed to the public to the extent required by law.



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Family Members and Work



The actions of family members outside the workplace may also give rise to conflicts of interest because they may influence
an employees objectivity in making decisions on behalf of the Company. If a member of an employees family is interested in doing business with the Company, the criteria as to whether to enter into or continue the business relationship,
and the terms and conditions of the relationship, must be no less favorable to the Company compared with those that would apply to a non-relative seeking to do business with the Company under similar circumstances.



Employees should report any situation involving family members that could
reasonably be expected to give rise to a conflict of interest to their supervisor or the Compliance Officer. For purposes of this Code, family members or members of your family include your spouse, brothers, sisters and
parents, in-laws and children.



Gifts and Entertainment



The giving and receiving of gifts is common business practice. Appropriate
business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. However, gifts and entertainment should never compromise, or appear to compromise, your ability to make objective and
fair business decisions.



It is the responsibility of employees
to use good judgment in this area. As a general rule, employees may give or receive gifts or entertainment to or from customers or suppliers only if the gift or entertainment could not be viewed as an inducement to any particular business decision.
All gifts and entertainment expenses made on behalf of the Company must be properly accounted for on expense reports.



Employees may only accept appropriate gifts. We encourage employees to submit gifts received to the Company. While it is not mandatory to submit small
gifts, gifts of over RMB200 must be submitted immediately to the administration department of the Company.



The Companys business conduct is founded on the principle of fair transaction. Therefore, no employee may receive kickbacks, bribe
others, or secretly receive commissions or any other personal benefits.



Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate.



Payments to Government Personnel



The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. Never give or authorize directly or indirectly any illegal payments to government officials of any country. While the FCPA does, in certain limited circumstances, allow nominal
facilitating payments to be made, any such payment must be discussed with local management and the Corporate Vice PresidentAdministration before any such payment can be made.



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In addition, the U.S. government has a number of laws and regulations regarding business gratuities,
which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but is also a
civil or criminal offense. State and local governments, as well as foreign governments, often have similar rules.



Protection and Use of Company Assets



Employees should protect the Companys assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste
have a direct impact on the Companys profitability. The use of the funds or assets of the Company, whether for personal gain or not, for any unlawful or improper purpose is strictly prohibited.



To ensure the protection and proper use of the Companys assets, each
employee should:



| |  |  | Exercise reasonable care to prevent theft, damage or misuse of Company property;
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| |  |  | Promptly report the actual or suspected theft, damage or misuse of Company property;
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| |  |  | Safeguard all electronic programs, data, communications and written materials from inadvertent access by others; and
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| |  |  | Use Company property only for legitimate business purposes.
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Except as approved in advance by the Chief Executive Officer or Chief Financial Officer, the Company prohibits any Employees to make political
contributions (directly or through trade associations) by the Company or its business units. This includes:



| |  |  | any contributions of Company funds or other assets for political purposes,
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| |  |  | encouraging individual employees to make any such contribution;
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| |  |  | reimbursing an employee for any contribution.
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Intellectual Property and Confidentiality



| |  |  | All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the course of performing the employees duties or primarily
through the use of the Companys materials and technical resources while working at the Company, shall be the property of the Company.
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| |  |  | The Company maintains a strict confidentiality policy. During an employees term of employment, the employee shall comply with any and all written or unwritten rules and
policies concerning confidentiality and shall fulfill the duties and responsibilities concerning confidentiality applicable to the employee.
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| |  |  | In addition to fulfilling the responsibilities associated with his position in the Company, an employee shall not, without first obtaining approval from the Company, disclose,
announce or publish trade secrets or other confidential business information of the Company, nor shall an employee use such confidential information outside the course of his duties to the Company.
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| |  |  | Even outside the work environment, an employee must maintain vigilance and refrain from disclosing important information regarding the Company or its business, customers or
employees.
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| |  |  | An employees duty of confidentiality with respect to the confidential information of the Company survives the termination of such employees employment with the Company
for any reason until such time as the Company discloses such information publicly or the information otherwise becomes available in the public sphere through no fault of the employee.
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| |  |  | Upon termination of employment, or at such time as the Company requests, an employee must return to the Company all of its property without exception, including all forms of medium
containing confidential information, and may not retain duplicate materials.
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Accuracy of Financial Reports and Other Public Communications



Upon the completion of the IPO, the Company will be a public company which is required to report its financial results and other material information
about its business to the public and the SEC. It is the Companys policy to promptly disclose accurate and complete information regarding its business, financial condition and results of operations. Employees must strictly comply with all
applicable standards, laws, regulations and policies for accounting and financial reporting of transactions, estimates and forecasts. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result
in legal liability.



Employees should be on guard for, and
promptly report, any possibility of inaccurate or incomplete financial reporting. Particular attention should be paid to:



| |  |  | Financial results that seem inconsistent with the performance of the underlying business;
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| |  |  | Transactions that do not seem to have an obvious business purpose; and
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| |  |  | Requests to circumvent ordinary review and approval procedures.
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The Companys senior financial officers and other employees working in the Finance Department have a special responsibility to ensure that all of the
Companys financial disclosures are full, fair, accurate, timely and understandable. Any practice or situation that might undermine this objective should be reported to the Compliance Officer.



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Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or
fraudulently influence the Companys independent auditors for the purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include but are not limited to those actions taken to coerce, manipulate,
mislead or fraudulently influence an auditor:



| |  |  | to issue or reissue a report on the Companys financial statements that is not warranted in the circumstances (due to material violations of generally accepted accounting
principles, generally accepted auditing standards or other professional or regulatory standards);
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| |  |  | not to perform audit, review or other procedures required by generally accepted auditing standards or other professional standards;
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| |  |  | not to withdraw an issued report; or
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| |  |  | not to communicate matters to the Companys Audit Committee.
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Company Records



Accurate and reliable records are crucial to the Companys business and form the basis of its earnings statements, financial reports and other
disclosures to the public. The Companys records are the source of essential data that guides business decision-making and strategic planning. Company records include, but are not limited to, booking information, payroll, timecards, travel and
expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.



All Company records must be complete, accurate and reliable in all material
respects. There is never an acceptable reason to make false or misleading entries. Undisclosed or unrecorded funds, payments or receipts are strictly prohibited. You are responsible for understanding and complying with the Companys record
keeping policy. Contact the Compliance Officer if you have any questions regarding the record keeping policy.



Compliance with Laws and Regulations



Each employee has an obligation to comply with the laws of the cities, provinces, regions and countries in which the Company operates. This includes, without limitation, laws covering commercial bribery and kickbacks,
copyrights, trademarks and trade secrets, information privacy, insider trading, offering or receiving gratuities, employment harassment, environmental protection, occupational health and safety, false or misleading financial information or misuse of
corporate assets. Employees are expected to understand and comply with all laws, rules and regulations that apply to your position at the Company. If any doubt exists about whether a course of action is lawful, you should seek advice immediately
from the Compliance Officer.



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Miscellaneous



Discrimination and Harassment



The diversity of the Companys Employees is a tremendous asset. The Company is firmly committed to providing equal opportunity in all aspects of
employment and will not tolerate any illegal discrimination or harassment based on race, color, religion, sex, national origin or any other protected class. For further information you should consult the appropriate Company policy.



Health and Safety



The Company strives to provide each employee and officer with a safe and
healthy work environment. Each employee and officer has responsibility for maintaining a safe and healthy workplace for all employees and officers by following environmental, safety and health rules and practices and reporting accidents, injuries
and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted.



Employees and officers are expected to perform their Company related work in a safe manner, free of the influences of alcohol, illegal drugs or controlled
substances. The use of illegal drugs in the workplace will not be tolerated.



Violations of the Code



All employees have a
duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code by others will not be considered an act of
disloyalty, but an action to safeguard the reputation and integrity of the Company and its employees.



If you know of or suspect a violation of this Code, it is your responsibility to immediately report the violation to the Compliance Officer, who will work
with you to investigate your concern. All questions and reports of known or suspected violations of this Code will be treated with sensitivity and discretion. The Compliance Officer and the Company will protect your confidentiality to the extent
possible, consistent with the law and the Companys need to investigate your concern.



It is the Companys policy that any employee who violates this Code will be subject to appropriate discipline, including termination of employment, based upon the facts and circumstances of each particular
situation. Your conduct as an employee of the Company, if it does not comply with the law or with this Code, can result in serious consequences for both you and the Company.



The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected
violations. An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation will be subject to disciplinary action up to and including termination of employment.



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Waivers of the Code



Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances. Waivers of this Code may be made only by the Board,
or the appropriate committee of the Board, and will be promptly disclosed to the public.



Conclusion



This Code
contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact the Compliance Officer. We expect all employees to
adhere to these standards. Each employee is separately responsible for his or her actions. Conduct that violates the law or this Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management. If you engage
in conduct prohibited by the law or this Code, you will be deemed to have acted outside the scope of your employment. Such conduct will subject you to disciplinary action, including termination of employment.



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