[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$260,000,000 (4) US$ (1) (2) (3) Form F-6 (4) Subject to Completion, Dated , 2014. 500.com Limited American Depositary Shares Representing Class A Ordinary Shares This is] [Our ref DLK/663980-000001/6902029v3 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com 500.com Limited 500.com Building Shenxianling Sports Center Longgang District Shenzhen 518115 People’s Republic of China 2 April 2014 Dear Sirs 500.com Limited Company Registration Statement Commission Offering ADSs New Shares Selling Shareholders Sale Shares We have acted as Cayman Islands legal advisers to 500.com Limited (the “ 1 Documents Reviewed] [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 March 26, 2014 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 April 2, 2014 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”] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Fu Jiepin Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Fu Jiepin is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Li He Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Li He is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Li Xue Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Li Xue is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Yuan Ping Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Yuan Ping is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Zou Bo Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Zou Bo is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Zou Ying Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Zou Ying is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Wang Ying Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen Guangtiandi Technology Co., Ltd. Guangtiandi Wang Ying is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in Shenzhen,] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Yuan Liangdong Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen Guangtiandi Technology Co., Ltd. Guangtiandi Yuan Liangdong is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in Shenzhen,] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Li Jin Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen Youlanguang Technology Co., Ltd. Youlanguang Li Jin is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in Shenzhen,] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Zhang Jing Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen Youlanguang Technology Co., Ltd. Youlanguang Zhang Jing is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in Shenzhen,] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Fu Jiepin Identification No.: 44010519670129001X Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Li Xue Identification No.: 532228196412241944 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Li He Identification No.: 532721195805190015 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Yuan Ping Identification No.: 420106196803074927 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Zou Bo Identification No.: 440306197007160030 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Zou Ying Identification No.: 421003197812020016 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Wang Ying Identification No.: 422801198308030625 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Yuan Liangdong Identification No.: 422801198302140612 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Li Jin Identification No.: 422801197310150699 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Zhang Jing Identification No.: 422802198106210042 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [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 March 26, 2014, in the Registration Statement (Form F-1) and related Prospectus of 500.com Limited dated April 2, 2014. Shenzhen, the People’s Republic of China March 28, 2014 EX-23.1 25 d689814dex231.htm EX-23.1] [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 April 2, 2014 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Ladies and Gentlemen, Yours faithfully, Han Kun Law Offices CONFIDENTIALITY. EX-23.5 26 d689814dex235.htm EX-23.5] [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 April 2, 2014 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Dear Sirs or Madams, PRC China We are qualified lawyers of the People’s Republic of China]