| As filed with the Securities and Exchange Commission on November 12, 2013 | Registration No. 333- |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
500.com Limited
(Exact name of issuer of deposited securities as specified in its charter)
Not Applicable
(Translation of issuer’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
Deutsche Bank Trust Company Americas(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Law Debenture Corporate Services Inc.400 Madison
Avenue, 4th Floor,
New York, New York 10017
(212) 750-6474
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:Chris K.H. Lin, Esq. Simpson Thatcher & Bartlett 35th Floor, ICBC Tower 3 Garden Road, Central Hong Kong (852) 2514-7600 | | Francis Fitzherbert-Brockholes, Esq. White & Case LLP 5 Old Broad Street London EC2N 1DW United Kingdom (44) 20 7532-1400 |
| It is proposed that this filing become effective under Rule 466: | o immediately upon filing. o on (Date) at (Time). |
If a separate registration statement has been filed to register the deposited shares, check the following box : x
CALCULATION OF REGISTRATION FEETitle of each class of Securities to be registered | Amount to be registered | Proposed maximum aggregate price per unit (1) | Proposed maximum aggregate offering price (2) | Amount of registration fee |
American Depositary Shares, each representing the right to receive 10 Class A ordinary shares of 500.com Limited. | 100,000,000
American Depositary Shares | $0.05 | $5,000,000 | $644.00 |
| 1 | For the purpose of this table only the term "unit" is defined as one American Depositary Share. |
| 2 | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares. |
This registration statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Deposit Agreement filed as Exhibit (a) to this registration statement and is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
| Required Information | | Location in Form of Receipt Filed Herewith as Prospectus |
| | | | | |
| 1. | Name of depositary and address of its principal executive office | | Face of Receipt – introductory paragraph |
| | | | | |
| 2. | Title of Receipts and identity of deposited securities | | Face of Receipt – top center |
| | (i) | The amount of deposited securities represented by one American Depositary Share (“ADS”) | | Face of Receipt – upper right corner |
| | | | | |
| | (ii) | The procedure for voting the deposited securities | | Reverse of Receipt – Articles 14 and 15 |
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| | (iii) | The procedure for collecting and distributing dividends | | Reverse of Receipt – Articles 13 and 14 |
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| | (iv) | The procedures for transmitting notices, reports and proxy soliciting material | | Face of Receipt – Article 12; Reverse of Receipt – Articles 14 and 15 |
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| | (v) | The sale or exercise of rights | | Reverse of Receipt – Articles 13 and 14 |
| | | | | |
| | (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Face of Receipt – Articles 3, 6 and 9; Reverse of Receipt – Articles 13 and 16 |
| | | | | |
| | (vii) | Amendment, extension or termination of the deposit arrangements | | Reverse of Receipt – Articles 20 and 21 (no provision for extension) |
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| | (viii) | The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts | | Face of Receipt – Article 12 |
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| | (ix) | Restrictions upon the right to transfer or withdraw the underlying securities | | Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10 Reverse of Receipt – Article 22 |
| | | | | |
| | (x) | Limitation on the depositary’s liability | | Face of Receipt – Article 10; Reverse of Receipt – Articles 15, 16, 17 and 18 |
| | | | | |
| 3. | Fees and charges that a holder of Receipts may have to pay, either directly or indirectly | | Face of Receipt – Article 9 |
Item 2. AVAILABLE INFORMATION
| Required Information | | Location in Form of Receipt Filed Herewith as Prospectus |
| | | | | |
| (b) | Periodic reporting requirements and certain reports filed with the Commission | | Face of Receipt – Article 12 |
500.com Limited (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and furnishes certain reports to, the Commission. These reports can be retrieved from the Commission’s internet website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| | (a) | Form of Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder (“Deposit Agreement”). — Filed herewith as Exhibit (a). |
| | (b) | Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder or the custody of the deposited securities represented thereby. — Not applicable. |
| | (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — Not applicable. |
| | (d) | Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Filed herewith as Exhibit (d). |
| | (e) | Certificate under Rule 466. — Not applicable. |
| | (f) | Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages hereto. |
Item 4. UNDERTAKINGS
| | (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer. |
| | (b) | If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 12, 2013.
| | Legal entity created by the form of Deposit Agreement for the issuance of Receipts for Class A ordinary shares, par value US$ 0.00005 per share of 500.com Limited. Deutsche Bank Trust Company Americas, as Depositary |
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| | By: | /s/ Jay Berman | |
| | | Name: | Jay Berman | |
| | | Title: | Director | |
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| | | | |
| | By: | /s/ Michael Curran | |
| | | Name: | Michael Curran | |
| | | Title: | Vice President | |
Pursuant to the requirements of the Securities Act of 1933, as amended, 500.com Limited certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Shenzhen, the People's Republic of China, on November 12, 2013.
| | 500.com Limited |
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| | | | |
| | By: | /s/ Man San Law | |
| | | Name: | Man San Law | |
| | | Title: | Chairman and Chief Executive Officer | |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of Man San Law and Zhengming Pan his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or 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 SEC, hereby ratifying and confirming all that said attorney-in-fact and agent, or its substitute or substitutes, 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 on Form F-6 has been signed by the following persons in the following capacities on November 12, 2013.
| Signature | | Title |
| | | |
| /s/ Man San Law | | Chairman and Chief Executive Officer |
| Name: Man San Law | | |
| | | |
| /s/ Qi Li | | Director |
| Name: Qi Li | | |
| | | |
| /s/ Jiepin Fu | | Director |
| Name: Jiepin Fu | | |
| | | |
| /s/ Quian Sun | | Director |
| Name: Qian Sun | | |
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| /s/ Jun Niu | | Independent Director |
| Name: Jun Niu | | |
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| /s/ Honghui Deng | | Independent Director |
| Name: Honghui Deng | | |
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| /s/ Ningping Ma | | Independent Director |
| Name: Jingping Ma | | |
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| /s/ Zhe Wei | | Independent Director |
| Name: Zhe Wei | | |
| | | |
| /s/ Zhengming Pan | | Chief Financial Officer |
| Name: Zhengming Pan | | |
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 500.com Limited, has signed this registration statement or amendment thereto in New York, New York, United States of America on November 12, 2013.
| | Law Debenture Corporate Services Inc. |
| | | | |
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| | By: | /s/ Amy Segler | |
| | | Name: | Amy Segler | |
| | | Title: | Service of Process Officer | |
Index to Exhibits
| Exhibit | Document | |
| (a) | Form of Deposit Agreement | |
| (d) | Opinion of White & Case LLP, counsel to the Depositary | |
