Amended Statement of Ownership (sc 13g/a)
December 30 2020 - 12:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
500.com Limited
(Name of Issuer)
Ordinary Shares, par value of $0.00005 per share
(Title of Class of Securities)
33829R100
(CUSIP Number)
December 21, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨ |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
¨ |
Rule 13d-1(d) |
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The
information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
1 |
Names of Reporting Persons
Man San Law |
2 |
Check the Appropriate Box if a Member
of a Group |
(a) |
o |
(b) |
o |
3 |
SEC Use Only |
|
4 |
Citizenship or Place of
Organization
Hong Kong Special Administrative
Region, People’s Republic of China |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5 |
Sole Voting Power
92,241,799 |
6 |
Shared Voting Power
10,265,018 |
7 |
Sole Dispositive Power
92,241,799 |
8 |
Shared Dispositive Power
10,265,018 |
9 |
Aggregate Amount Beneficially Owned
by Each Reporting Person
102,506,817 |
10 |
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares o |
11 |
Percent of Class Represented by
Amount in Row (9)
19.9%. *The voting power of the
shares beneficially owned represent 19.9% of the total outstanding
voting power. |
12 |
Type of Reporting Person
IN |
|
|
|
|
|
*
The percentage of voting power is calculated by dividing the voting
power beneficially owned by the Reporting Person by the voting
power of all of the Issuer’s holders of Class A ordinary shares and
Class B ordinary shares as a single class as of the date of this
Schedule 13G on a pro forma basis, reflecting the pro forma effect
of the issuance of (i) 85,572,963 Class A ordinary shares of the
Issuer to Good Luck Information Technology Co., Limited (“Good
Luck”) pursuant to a share subscription agreement entered into
between Good Luck and the Issuer dated December 21, 2020 (the
“Subscription Agreement”), and (ii) 660,000 Class A ordinary shares
of the Issuer to Man San Law upon the exercise of options and RSUs
within 60 days of the date of this Schedule 13G granted to Mr. Law
under the 2011 Share Incentive Plan of the Issuer. Each holder of
Class A ordinary shares is entitled to one vote per share and each
holder of Class B ordinary shares is entitled to ten votes per
share on all matters submitted to them for a vote.
1 |
Names of Reporting Persons
Delite Limited |
2 |
Check the Appropriate Box if a Member
of a Group |
(a) |
o |
(b) |
o |
3 |
SEC Use Only |
|
4 |
Citizenship or Place of
Organization
British Virgin Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5 |
Sole
Voting
Power
6,008,836
|
6 |
Shared Voting
Power
0
|
7 |
Sole
Dispositive Power
6,008,836
|
8 |
Shared Dispositive
Power
0
|
9 |
Aggregate Amount Beneficially Owned
by Each Reporting Person
6,008,836 |
10 |
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares o |
11 |
Percent of Class Represented by
Amount in Row (9)
1.4%* The voting power of the shares
beneficially owned represent 1.4% of the total outstanding voting
power. |
12 |
Type of Reporting Person
CO |
|
|
|
|
|
*
The percentage of voting power is calculated by dividing the voting
power beneficially owned by the Reporting Person by the voting
power of all of the Issuer’s holders of Class A ordinary shares and
Class B ordinary shares as a single class as of the date of this
Schedule 13G. Each holder of Class A ordinary shares is entitled to
one vote per share and each holder of Class B ordinary shares is
entitled to ten votes per share on all matters submitted to them
for a vote.
1 |
Names of Reporting Persons
Good Luck Information Technology Co.,
Limited |
2 |
Check the Appropriate Box if a Member
of a Group |
(a) |
o |
(b) |
o |
3 |
SEC Use Only |
|
4 |
Citizenship or Place of
Organization
Hong Kong Special Administrative
Region, People’s Republic of China |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5 |
Sole
Voting
Power
85,572,963
|
6 |
Shared Voting
Power
0
|
7 |
Sole
Dispositive Power
85,572,963
|
8 |
Shared Dispositive
Power
0
|
9 |
Aggregate Amount Beneficially Owned
by Each Reporting Person
85,572,963 |
10 |
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares o |
11 |
Percent of Class Represented by
Amount in Row (9)
16.6%. *The voting power of the
shares beneficially owned represent 16.6% of the total outstanding
voting power. |
12 |
Type of Reporting Person
CO |
|
|
|
|
|
*
The percentage of voting power is calculated by dividing the voting
power beneficially owned by the Reporting Person by the voting
power of all of the Issuer’s holders of Class A ordinary shares and
Class B ordinary shares as a single class as of the date of this
Schedule 13G on a pro forma basis, reflecting the pro forma effect
of the issuance of 85,572,963 Class A ordinary shares of the Issuer
to Good Luck pursuant to the Subscription Agreement. Each holder of
Class A ordinary shares is entitled to one vote per share and each
holder of Class B ordinary shares is entitled to ten votes per
share on all matters submitted to them for a vote.
Item 1(a). |
Name of Issuer:
500.com Limited |
Item 1(b). |
Address of Issuer’s Principal Executive Offices:
12F,
West Side, Block B, Building No. 7
Shenzhen Bay Eco-Technology Park
Nanshan District, Shenzhen 518115
The People’s Republic of China
|
Item 2(a). |
Name
of Person Filing:
(i) Man
San Law,
(ii) Delite
Limited and
(iii)
Good Luck Information Technology Co., Limited (collectively, the
“Reporting Persons”).
|
Item 2(b). |
Address of Principal Business Office, or, if none, Residence:
Man
San Law
Units 813 & 815, Level 8, Core F
Cyberport 3, 100 Cyberport Road
Hong
Kong
Delite Limited
P.O.
Box 3321, Road Town, Tortola
British Virgin Islands
Good
Luck Information Technology Co., Limited
1903, 19/F, Lee Garden One
33
Hysan Avenue
Causeway Bay
Hong
Kong
|
Item 2(c). |
Citizenship:
Man
San Law – Hong Kong Special Administrative Region, People’s
Republic of China
Delite Limited – British Virgin Islands
Good
Luck Information Technology Co., Limited – Hong Kong Special
Administrative Region, People’s Republic of China
|
Item 2(d). |
Title of Class of Securities:
Ordinary Shares, par value of $0.00005 per share, of the
Issuer.
|
Item 2(e). |
CUSIP No.:
33829R100
|
Item 3. |
If this statement is filed pursuant to
§§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons
filing is a: |
|
Not
applicable. |
|
|
Item
4. |
Ownership |
|
The
following information with respect to the ownership of the Ordinary
Shares of the Issuer (the “Shares”) by each of the Reporting
Persons is provided as of the date of this Schedule
13G: |
Reporting Person |
Amount beneficially
owned: |
Percent of
class:
|
Sole power to
vote or direct
the vote:
|
Shared power to
vote or to direct
the vote:
|
Sole power to
dispose or to direct
the disposition of:
|
Shared power
to dispose or to
direct the
disposition of:
|
Man San Law |
102,506,817 |
19.9% |
92,241,799 |
10,265,018 |
92,241,799 |
10,265,018 |
Delite Limited |
6,008,836 |
1.4% |
6,008,836 |
0 |
6,008,836 |
0 |
Good Luck Information Technology Co.,
Limited |
85,572,963 |
16.6% |
85,572,963 |
0 |
85,572,963 |
0 |
|
Mr. Man San Law beneficially owns
102,506,817 ordinary shares of the Issuer beneficially owned by
comprise (i) (a) 6 Class B ordinary shares, and (b) 600,883 ADSs
which represent 6,008,830 Class A ordinary shares owned by Delite
Limited as described below, (ii) (a) 8 Class B ordinary shares, and
(b) 1,026,501 ADSs which represent 10,265,010 Class A ordinary
shares owned by Smart Mega Holdings Limited as described below and
(iii) 85,572,963 Class A ordinary shares to be issued to Good Luck
Information Technology Co., Ltd. pursuant to a share subscription agreement
entered into between Good Luck and the Issuer dated December 21,
2020, as well as (iv) 660,000
Class A ordinary shares issuable upon the exercise of options and
RSUs within 60 days of the date of this Schedule 13G granted to Mr.
Law under the 2011 Share Incentive Plan of the Issuer.
Delite Limited, a British Virgin Islands company, directly holds 6
Class B ordinary shares and owns 600,883 ADSs which represent
6,008,830 Class A ordinary shares. Delite Limited is 100% owned by
Mr. Law. Mr. Law indirectly holds all voting and investment powers
of Delite Limited and its assets, and is the sole director of
Delite Limited. Pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules promulgated
thereunder, Mr. Law may be deemed to beneficially own all of the
ordinary shares of the Issuer heled by Delite Limited.
Smart Mega Holdings Limited, a British Virgin Islands company,
directly holds 8 Class B ordinary shares and owns 1,026,501 ADSs
which represent 10,265,010 Class A ordinary shares. Smart Mega
Holdings Limited is 100% owned by Vibrant Jade Limited on behalf of
The Vibrant Jade Trust, with Credit Suisse Trust Limited as the
trustee, Ms. Ping Yuan as the settlor, Mr. Man San Law as the
protector, and Ms. Yuan, Mr. Law and Ms. Yuhan Law as
beneficiaries. Mr. Law indirectly holds all voting and investment
powers of Smart Mega Holdings Limited and its assets, and Ms. Yuan
is the sole director of Smart Mega Holdings Limited. Pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended,
and the rules promulgated thereunder, Mr. Law and Ms. Yuan may be
deemed to beneficially own all of the ordinary shares of the Issuer
held by Smart Mega Holdings Limited.
|
|
Good Luck Information Technology Co., Limited, a Hong Kong company,
directly holds 85,572,963 Class A ordinary shares of the Issuer.
Good Luck Information Technology Co., Limited is 100% owned by Mr.
Man San Law. Mr. Law indirectly holds all voting and investment
powers of Good Luck Information Technology Co., Limited and its
assets, and is the sole director of Good Luck Information
Technology Co., Limited. Pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder, Mr. Law may be deemed to beneficially own
all of the ordinary shares of the Issuer heled by Good Luck
Information Technology Co., Limited.
Mr.
Law and Ms. Yuan are husband and wife, and as such, each of them
may be deemed to beneficially own ordinary shares of the Issuer
held by the other person pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder.
The percentage of class of
securities beneficially owned by Man San Law as of the date of this
Schedule 13G is based on 516,247,854 outstanding ordinary shares as
a single class on a pro forma basis, being the sum of 430,014,792
Class A ordinary shares and 99 Class B ordinary shares outstanding
as of the date of this filing assuming conversion of all Class B
ordinary shares into Class A ordinary shares, and reflecting the
pro forma effect of the issuance of (i) 85,572,963 Class A ordinary
shares of the Issuer to Good Luck pursuant to the Subscription
Agreement and (ii) 660,000
Class A ordinary shares of the Issuer to Man San Law upon the
exercise of options and RSUs within 60 days of the date of this
Schedule 13G granted to Mr. Law under the 2011 Share Incentive Plan
of the Issuer.
The
percentage of class of securities beneficially owned by Delite
Limited as of the date of this Schedule 13G is based on 430,014,891
outstanding ordinary shares as a single class, being the sum of
430,014,792 Class A ordinary shares and 99 Class B ordinary shares
outstanding as of the date of this filing assuming conversion of
all Class B ordinary shares into Class A ordinary shares.
The
percentage of class of securities beneficially owned by Good Luck
Information Technology Co, Limited. as of the date of this Schedule
13G is based on 515,587,854 outstanding ordinary shares as a single
class on a pro forma basis, being the sum of 430,014,792 Class A
ordinary shares and 99 Class B ordinary shares outstanding as of
the date of this filing assuming conversion of all Class B ordinary
shares into Class A ordinary shares, and reflecting the pro forma
effect of the issuance of 85,572,963 Class A ordinary shares of the
Issuer to Good Luck Information Technology Co, Limited.
|
Item
5. |
Ownership
of Five Percent or Less of a Class |
|
Not
applicable. |
|
|
Item
6. |
Ownership
of More than Five Percent on Behalf of Another
Person |
|
Not
applicable. |
|
|
Item 7. |
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person |
|
Not
applicable. |
|
|
Item
8. |
Identification and Classification of Members
of the Group |
|
Not
applicable. |
|
|
Item
9. |
Notice of
Dissolution of Group |
|
Not
applicable. |
|
|
Item
10. |
Certifications |
|
Not
applicable. |
|
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: December 30, 2020
Man San
Law |
By: |
/s/ Man San Law |
|
Name: |
Man San Law |
|
|
|
Delite Limited |
|
|
|
By: |
/s/ Man San Law |
|
Name: |
Man San Law |
|
Title: |
Director |
|
|
|
|
|
|
Good Luck Information Technology
Co., Limited |
By: |
/s/ Man San Law |
|
Name: |
Man San Law |
|
Title: |
Director |
LIST OF EXHIBITS
Exhibit 99.1 – Joint Filing Agreement