[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering (1)(2) price Amount of registration fee (3) Class A ordinary shares, par value US$0.00005 per share US$150,000,000 US$19,320 (1) (2) (3) Form F-6 Subject to Completion, Dated , 2013. 500.com Limited American Depositary Shares Representing Class A Ordinary Shares This is the initial] [THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF FINE SUCCESS LIMITED 1. The name of the Company is Fine Success Limited 2. The Registered Office of the Company shall be at the offices of Corporate Filing Services Limited, 4th Floor, Harbour Centre, P.O. Box 613, Grand Cayman KY1-1107,] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 500.COM LIMITED (Adopted by a Special Resolution passed on October 21, 2013 and effective conditional and immediately upon the completion of the Company’s initial public offering of Class A Ordinary Shares represented by American Depositary Shares) THE] [Execution Version 500.COM LIMITED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT Agreement Company Investor parties party This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “ Principal Amount WHEREAS, on the terms and subject to the conditions set forth herein, the Investor desires to purchase from the Company, and the Company desires to sell to the Investor, a convertible promissory note in the principal] [EXECUTION VERSION SHARE PURCHASE AGREEMENT by and between 500.COM LIMITED and SEQUOIA CAPITAL 2010 CGF HOLDCO, LTD OCTOBER 20, 2013 Table of Contents ARTICLE I DEFINITIONS 1 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE OF CLASS B ORDINARY SHARES 3 2.1 Purchase and Sale of Post-IPO Class B Shares from the Company 3 2.2 Closing 3 4 3.1 Corporate] [Our ref DLK/663980-000001/6481141v2 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com Subject to review and amendment 500.com Limited 500.com Building Shenxianling Sports Center Longgang District Shenzhen 518115 People’s Republic of China 2013 Dear Sirs 500.com Limited Company Registration Statement Commission Offering ADSs Shares We have acted as Cayman Islands legal advisers to 500.com Limited (the “ 1 Documents Reviewed For the] [SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, N.Y. 10017-3954 (212) 455-2000 FACSIMLLE: (212) 455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS October 21, 2013 500.com Limited 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Ladies and Gentlemen: “Company”), “Registration Statement”), “Commission”) We have examined the Registration Statement. In addition, we have examined, and have] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T October 21, 2013 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Dear Sirs or Madams: We are qualified lawyers of the People’s Republic of China (the “PRC”] [FINE SUCCESS LIMITED 2011 SHARE INCENTIVE PLAN Purpose of the Plan 1. The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing] [INDEMNIFICATION AGREEMENT RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation. 2. The Board of Directors of the Company] [500.COM LIMITED FORM OF EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement, dated as of , 20 (this “Agreement”), is executed by and between 500.com Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and (holding passport of with passport number of /PRC Identification Card No. ) (the “Executive”). RECITALS NOW,] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”). Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Address: 602-B, Building No.9, Shenzhen Software Park (II), No.1, Keji Middle Road II, High-tech Middle] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd., Party B: Fu Jiepin, Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Fu Jiepin Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Fu Jiepin, a Chinese citizen with Chinese Identification Card No.: 44010519670129001X, and a holder of 18.843% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li He Party C: Shenzhen E-Sun Network Co., Ltd. In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li He Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Li He, a Chinese citizen with Chinese Identification Card No.:532721195805190015, and a holder of 14.333% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power of] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li Xue Party C: Shenzhen E-Sun Network Co., Ltd. In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li Xue Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Li Xue, a Chinese citizen with Chinese Identification Card No.: 532228196412241944, and a holder of 11% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Yuan Ping Party C: Shenzhen E-Sun Network Co., Ltd. In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Yuan Ping Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Yuan Ping, a Chinese citizen with Chinese Identification Card No.: 420106196803074927, and a holder of 23.843% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement nd This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 2 Party A: E-Sun Sky Computer (Shenzhen) Co., Party B: Zou Bo, Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on May 2nd, 2013 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Zou Bo Party C: Shenzhen E-Sun Network Co., Ltd. In this Agreement, each of Pledgee,] [Power of Attorney I, Zou Bo, a Chinese citizen with Chinese Identification Card No.: 440306197007160030, and a holder of 17.101% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Zou Ying Party C: Shenzhen E-Sun Network Co., Ltd. In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Zou Ying Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Zou Ying, a Chinese citizen with Chinese Identification Card No.:421003197812020016, and a holder of 14.88% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power of] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”). Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. 602-B, Building No.9, Shenzhen Software Park (II), No.1, Keji Middle Road, Gaoxin Middle Zone, Nanshan] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Wang Ying Party C: Shenzhen Guangtiandi Technology Co., Ltd., In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Wang Ying Party C: Shenzhen Guangtiandi Technology Co., Ltd. In this Agreement, each of Pledgee,] [Power of Attorney I, Wang Ying, a Chinese citizen with Chinese Identification Card No.: 422801198308030625, and a holder of 50% of the entire registered capital in Shenzhen Guangtiandi Technology Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement nd This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 2 Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Yuan Liangdong, Party C: Shenzhen Guangtiandi Technology Co., Ltd., In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party”] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on May 2, 2013 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Yuan Liangdong Party C: Shenzhen Guangtiandi Technology Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Yuan Liangdong, a Chinese citizen with Chinese Identification Card No.: 422801198302140612, and a holder of 50% of the entire registered capital in Shenzhen Guangtiandi Technology Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”). Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Address: 602-B, Building No.9, Shenzhen Software Park (II), No.1, Keji Middle Road, Gaoxin Middle Zone,] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li Jin, Party C: Shenzhen Youlanguang Technology Co., Ltd., In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li Jin Party C: Shenzhen Youlanguang Technology Co., Ltd. In this Agreement, each of Pledgee,] [Power of Attorney I, Li Jin, a Chinese citizen with Chinese Identification Card No.: 422801197310150699, and a holder of 50% of the entire registered capital in Shenzhen Youlanguang Technology Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Zhang Jing, Party C: Shenzhen Youlanguang Technology Co., Ltd., In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Zhang Jing Party C: Shenzhen Youlanguang Technology Co., Ltd. In this Agreement, each of Pledgee,] [Power of Attorney I, Zhang Jing, a Chinese citizen with Chinese Identification Card No.: 422802198106210042, and a holder of 50% of the entire registered capital in Shenzhen Youlanguang Technology Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [ERTAIN INFORMATION INDICATED BY ASTERISKS IN THIS HAS BEEN OMITTED AND FILED C SEPARATELY WITH THE ECURITIES AND XCHANGE OMMISSION ONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION O OPERATION GREEMENT C This co-operation agreement (this “Agreement”) is entered into and is effective as of January 1, 2011, signed at Nanchang, Jiangxi Province, by and between the] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”). Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Address: 602-B, Building No.9, Shenzhen Software Park (II), No.1, Keji Middle Road II, High-tech Middle] [SUPPLEMENTARY AGREEMENT THIS SUPPLEMENTARY AGREEMENT is made and entered into as of November 20, 2012 in Shenzhen, the People’s Republic of China (PRC) by and among: Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Wang Ying and Zhang Shijie Party C: Shenzhen Guangtiandi Technology Co., Ltd. Party A Party B Party C ( WHEREAS: The Parties entered into] [SUPPLEMENTARY AGREEMENT THIS SUPPLEMENTARY AGREEMENT is made and entered into as of November 20, 2012 in Shenzhen, the People’s Republic of China (PRC) by and among: Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Fu Jieping Li He Li Xue Yuan Ping Zou Bo Zou Ying Xu xiaojun Guangzhou Shulian Information Investment Co., Ltd Party C: Shenzhen E-Sun] [SUPPLEMENTARY AGREEMENT THIS SUPPLEMENTARY AGREEMENT is made and entered into as of November 20, 2012 in Shenzhen, the People’s Republic of China (PRC) by and among: Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Zhang Jing and Li Jin Party C: Shenzhen Youlanguang Technology Ltd. (Party A, Party B and Party C, each a “Party”, collectively the “Parties”)] [Confirmation Letter Whereas: A. E-Sun Network Supplementary Agreement E-Sun Sky Computer (Shenzhen) Co., Ltd., Fu Jiepin (Chinese Identification No.: 44010519670129001X), Li He (Chinese Identification No.: 532721195805190015), Li Xue (Chinese Identification No.: 532228196412241944), Yuan Ping (Chinese Identification No.: 420106196803074927), Zou Bo (Chinese Identification No.: 440306197007160030), Zou Ying (Chinese Identification No.: 421003197812020016), Xu Xiaojun (Chinese Identification No.: 320121197809193139), Guangzhou Shu Lian Information] [Confirmation Letter Whereas: A. Guangtiandi Supplementary Agreement E-Sun Sky Computer (Shenzhen) Co., Ltd., Wang Ying (Chinese Identification No.: 422801198308030625), Zhang Shijie (Chinese Identification No.: 659001197510133418) and Shenzhen Guangtiandi Technology Co., Ltd. (“ B. Yuan Liangdong (Chinese Identification No.: 422801198302140612) purchased the equity interest held by Zhang Shijie in Guangtiandi and registered as the shareholder of Guangtiandi on March 27, 2013.] [List of Subsidiaries and Consolidated Affiliated Entities of 500.com Limited Subsidiaries: Fine Brand Limited, a British Virgin Islands company 500wan HK Limited, a Hong Kong company E-Sun Sky Computer (Shenzhen) Co., Ltd., a PRC company Consolidated Affiliated Entities: Shenzhen E-Sun Network Co., Ltd., a PRC company Shenzhen E-Sun Sky Network Technology Co., Ltd., a PRC company Shenzhen Youlanguang Technology Co.,] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 26, 2013, in the Registration Statement (Form F-1) and related Prospectus of 500.com Limited dated October 22, 2013. Shenzhen, the People’s Republic of China October 22, 2013 EX-23.1 53 d138068dex231.htm EX-23.1] [500wan.com Limited th 6 Shenzhen Software Park Keji Zhongerlu, Nanshan District Shenzhen, 518057 Consent Zongwei Li Dated: September 6, 2011 EX-23.5 54 d138068dex235.htm EX-23.5] [500wan.com Limited th 6 Shenzhen Software Park Keji Zhongerlu, Nanshan District Shenzhen, 518057 Consent Lei Liang Dated: September 6, 2011 EX-23.6 55 d138068dex236.htm EX-23.6] [Consent of iResearch Consulting Group October 22, 2013 500.com Limited 500.com Building Shenxianling Sports Center Longgang District, Shenzhen 518115 People’s Republic of China Ladies and Gentlemen: iResearch Consulting Group further consent to inclusion of information, data and statements from the report entitled “China Lottery Industry Research Report” (the “Report”) in the Company’s Registration Statement and the SEC Filings, and citation] [CODE OF BUSINESS CONDUCT AND ETHICS OF 500.COM LIMITED INTRODUCTION Company Code 500.com Limited. and its subsidiaries (collectively the “ employees executive officers 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. We refer to these persons as our “] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T [ ], 2013 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Dear Sirs or Madams: We are qualified lawyers of the People’s Republic of China (“PRC” or]