F-6 1 a13-19_f6.htm REGISTRATION STATEMENT a13-19_f6.htm

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 FEE
Title 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
 
Terms of Deposit:
   
 
 
(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
         
 
(iii) 
The procedure for collecting and distributing dividends
 
Reverse of Receipt – Articles 13 and 14
         
 
(iv) 
The procedures for transmitting notices, reports and proxy soliciting material
 
Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
         
 
(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)
         
 
(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
         
 
(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
       
       
 
By: 
  /s/ Jay Berman  
   
Name: 
 Jay Berman
 
     Title:  Director  
       
       
 
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
       
       
 
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
   
     
  /s/ Jun Niu  
Independent Director
Name: Jun Niu
   
     
  /s/ Honghui Deng   
Independent Director
Name: Honghui Deng
   
     
  /s/ Ningping Ma   
Independent Director
Name: Jingping Ma
   
     
  /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.
       
       
 
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