424B4 1 d138068d424b4.htm 424(B)(4) Table of ContentsFiled pursuant to Rule 424(b)(4) Registration No. 333-191844 5,786,000 American Depositary Shares 500.com Limited Representing 57,860,000 Class A Ordinary Shares This is the initial public offering of 500.com Limited. We are offering 5,786,000 American depositary shares, or ADSs. Each ADS represents 10 Class A ordinary shares, par value US$0.00005 per share of 500.com Limited. Our ordinary shares will be divided into Class A and Class B ordinary shares upon completion of this offering. Holders of Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Each Class A ordinary share will be entitled to one vote per share, and each Class B ordinary share will be entitled to 10 votes per share and will be convertible at any time into one Class A ordinary share. Class A ordinary shares will not be convertible into Class B ordinary shares under any circumstances. Ordinary shares held by our existing shareholders prior to this offering will be redesignated as our Class B ordinary shares upon completion of this offering. Assuming the underwriters do not exercise their over-allotment option to purchase additional ADSs, upon completion of this offering, holders of our Class B ordinary shares will hold 262,197,450 Class B ordinary shares, or 81.9% of the combined total of our outstanding Class A and Class B ordinary shares (representing 97.8% of the total voting rights) in our company. Our dual-class share structure involves certain risks. See the relevant risk factors in this prospectus for a detailed discussion of such risks. Prior to this offering, there has been no public market for the ADSs or our ordinary shares. The public offering price per ADS is US$13.00. Our ADSs have been approved for listing on the New York Stock Exchange, or the NYSE, under the symbol “WBAI.” We are an “emerging growth company” under the applicable U.S. federal securities laws and will be subject to reduced public company reporting requirements. See “Risk Factors” beginning on page 14 to read about factors you should consider before buying the ADSs. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per ADS Total Public offering price US$13.00 US$75,218,000 Underwriting discounts and commissions US$0.91 US$5,265,260 Proceeds, before expenses, to 500.com Limited US$12.09 US$69,952,740 The underwriters will receive compensation in addition to the underwriting discount. See “Underwriting.” The underwriters have an option to purchase up to an additional 867,900 ADSs from us at the public offering price less the underwriting discounts and commissions. The underwriters expect to deliver the ADSs against payment in U.S. dollars on or about November 27, 2013. Deutsche Bank Securities Piper Jaffray Oppenheimer & Co.Prospectus dated November 21, 2013. Table of ContentsTABLE OF CONTENT Page PROSPECTUS SUMMARY 1 RISK FACTORS 14 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 46 USE OF PROCEEDS 47 DIVIDEND POLICY 48 CAPITALIZATION 49 DILUTION 50 EXCHANGE RATE INFORMATION 52 ENFORCEMENT OF CIVIL LIABILITIES 53 OUR HISTORY AND CORPORATE STRUCTURE 55 SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA 60 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 64 INDUSTRY BACKGROUND 90 OUR BUSINESS 97 REGULATIONS 111 MANAGEMENT 121 PRINCIPAL SHAREHOLDERS 130 RELATED PARTY TRANSACTIONS 134 DESCRIPTION OF SHARE CAPITAL 136 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 146 SHARES ELIGIBLE FOR FUTURE SALE 155 TAXATION 157 UNDERWRITING 165 EXPENSES RELATED TO THIS OFFERING 174 LEGAL MATTERS 175 EXPERTS 176 WHERE YOU CAN FIND MORE INFORMATION 177 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ADSs offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves