SOLAI Ltd 6-K, filed Nov 23, 2020
SOLAI Ltd (SLAIY)
About this 6-K
SOLAI Ltd filed this 6-K on November 23, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2020
Commission File Number: 001-36206
500.com LIMITED
12F, West Side, Block B, Building No.7
Shenzhen Bay Eco-Technology Park
Nanshan District
Shenzhen, 518115
People’s Republic of China
(86 755) 8633 0000
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
TABLE OF CONTENTS
Exhibit 99.1 – Press release – 500.com Limited to Hold Annual General Meeting on December 25, 2020
Exhibit 99.2 – 2020 AGM Company Notice
Exhibit 99.3 – 2020 AGM Proxy Statement
Exhibit 99.4 – 2020 AGM Proxy Form
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| 500.com LIMITED | |
|---|---|
| By: | /s/ Zhaofu Tian |
| Name: | Zhaofu Tian |
| Title: | Interim CEO |
Date: November 23, 2020
Exhibit 99.1
500.com Limited to Hold Annual GeneralMeeting on December 25, 2020
SHENZHEN, China, Nov. 23, 2020 /PRNewswire/ -- 500.com Limited (NYSE: WBAI) (“500.com” or the “Company”), an online sports lottery service provider in China, today announced that it will hold its annual general meeting of shareholders at 12F, West Side, Block B, Building No. 7, Shenzhen Bay Eco-Technology Park, Nanshan District, Shenzhen, The People’s Republic of China on December 25, 2020 at 10:00 a.m., Beijing / Hong Kong Time.
Holders of record of ordinary shares of the Company at the close of business on November 25, 2020, US Eastern time (the “Record Date”) are entitled to notice of, and to attend and vote at, the annual general meeting or any adjournment thereof. Holders of the Company’s American Depositary Shares (“ADSs”) who wish to exercise their voting rights for the underlying ordinary shares must act through the depositary of the Company’s ADS program, Deutsche Bank Trust Company Americas.
The notice of the annual general meeting, which sets forth the resolutions to be submitted to shareholder approval at the annual general meeting is available on the Investor Relations section of the Company’s website at http://ir.500.com.
About 500.com Limited
500.com Limited (NYSE: WBAI) is a leading online sports lottery service provider in China. The Company offers a comprehensive and integrated suite of online lottery services, information, user tools and virtual community venues to its users. 500.com was among the first companies to provide online lottery services in China and is one of two entities that have been approved by the Ministry of Finance to provide online lottery sales services on behalf of the China Sports Lottery Administration Center, which is the government authority that is in charge of the issuance and sale of sports lottery products in China.
Safe Harbor Statements
This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “target,” “going forward,” “outlook” and similar statements. Such statements are based upon management’s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control, which may cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.
For more information, please contact:
500.com Limited
ir@500wan.com
Christensen
In China
Mr. Eric Yuan
Phone: +86-10-5900-1548
Email: Eyuan@christensenir.com
In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: lbergkamp@ChristensenIR.com
Exhibit 99.2
500.comlimited
(incorporated in the Cayman Islands withlimited liability)
NOTICE OF ANNUAL GENERAL MEETING
to be held on December 25, 2020
NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of 500.com Limited (the “Company”) will be held at 12F, West Side, Block B, Building No. 7, Shenzhen Bay Eco-Technology Park, Nanshan District, Shenzhen, The People’s Republic of China on December 25, 2020 at 10:00 a.m., local time for the following purposes:
| · | To consider and, if thought fit, pass the following resolution: |
|---|---|
| 1. | as an ordinary resolution that the appointment of MaloneBailey, LLP as the independent registered public accounting firm of<br>the Company for the fiscal year 2017, 2018, 2019 and 2020 be approved. |
| --- | --- |
(Terms used but not defined in this Notice shall have the same meaning as those defined in the Proxy Statement attached)
| · | To consider and transact such other business as may properly come before the AGM or any adjournment or adjournments thereof. |
|---|
The Board of Directors of the Company has fixed the close of business on November 25, 2020, New York time as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of, and to attend and vote at, the AGM or any adjourned meeting thereof. Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to attend and vote at the AGM and any adjourned meeting thereof. Holders of the Company’s American Depositary Shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through Deutsche Bank Trust Company Americas, the depositary of the Company’s ADS program.
Please refer to the Proxy Form, which is attached to and made a part of this notice. The Proxy Statement is also available for viewing on the Investor Relations section of our website at http://ir.500.com/.
Holders of record of the Company’s ordinary sharesas of the Record Date are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM inperson, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive theproxy form no later than 48 hours before the time of the AGM to ensure your representation at such meeting.
| By Order of the Board of Directors, |
|---|
| /s/ Shengwu Wu |
| Shengwu Wu |
| Chairman |
Shenzhen, PRC
November 23, 2020
Exhibit 99.3
500.COM LIMITED
12F, West Side, Block B, Building No. 7,
Shenzhen Bay Eco-Technology Park
Nanshan District, Shenzhen 518115
The People’s Republic of China
PROXY STATEMENT
General
The board of directors of 500.com Limited (the “Company”) is soliciting proxies for the annual general meeting of shareholders of the Company to be held on December 25, 2020 at 10:00 a.m., local time (the “AGM”). The AGM will be held at 12F, West Side, Block B, Building No. 7, Shenzhen Bay Eco-Technology Park, Nanshan District, Shenzhen 518115, The People’s Republic of China.
This Proxy Statement and the proxy form can be accessed, free of charge, on the Investor Relations section of the Company’s website at http://ir.500.com/.
Record Date, Share Ownership and Quorum
Only holders of the Company’s Class A ordinary shares, par value US$0.00005 per share (“Class A Ordinary Shares”) and Class B ordinary shares, par value US$0.00005 per share (“Class B Ordinary Shares” and together with Class A Ordinary Shares, “OrdinaryShares”) of record at the close of business on November 25, 2020, New York time (the “Record Date”) are entitled to attend and vote at the AGM. Holders of American Depositary Shares (“ADSs”) issued by Deutsche Bank Trust Company Americas and representing the Company’s Class A Ordinary Shares are not entitled to attend or vote at the AGM. These holders of ADSs will be able to instruct Deutsche Bank Trust Company Americas, the holder of record of such Class A Ordinary Shares (through a nominee), as to how to vote the Class A Ordinary Shares which are represented by such ADSs, and which Deutsche Bank Trust Company Americas, as depositary of the ADSs, will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted at the AGM in accordance with the instructions which it has properly received from such ADS holders.
As of the close of business on the Record Date, 335,745,350 of our Class A Ordinary Shares were represented by ADSs. One or more ordinary shareholders holding in aggregate not less than one-third of the voting power of the Ordinary Shares of the Company in issue carrying a right to vote at such meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative or proxy and entitled to vote shall be a quorum for all purposes.
Voting and Solicitation
Each Class A Ordinary Share and Class B Ordinary Share issued and outstanding as of the close of business on the Record Date is entitled to one vote and ten votes, respectively, on a poll. On a show of hands, every shareholder present in person and every person representing a shareholder by proxy shall each have one vote. A resolution put to the vote at the AGM will be decided on by a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded by (i) the chairman of the AGM, or (ii) any one or more shareholders, holding one-tenth of the paid-up Ordinary Shares given a right to vote at such meeting or one-tenth of the total voting rights entitled to vote at such meeting, present in person or by proxy or, in the case of a shareholder being a corporation or other non-natural person, by its duly authorized representative or by proxy.
Copies of solicitation materials will be furnished to all holders of Ordinary Shares and ADSs of the Company, including banks, brokerage houses, fiduciaries and custodians holding in their names Ordinary Shares or ADSs beneficially owned by others to forward to those beneficial owners.
Voting by Holders of Ordinary Shares
When proxy forms are properly dated, executed and returned by holders of Ordinary Shares, the Ordinary Shares they represent will be voted by the proxy holder at the AGM, or at any adjournment thereof, in accordance with the instructions of the shareholder. If no specific instructions are given in such proxy forms, the proxy holder will vote in the discretion of such proxy holder and, where the chairman of the AGM is the proxy holder, he will vote in favor of the items set forth in the proxy form. The proxy holder will also vote in the discretion of such proxy holder on any other matters that may properly come before the AGM, or at any adjournment thereof. Abstentions by holders of Ordinary Shares are not included in the determination of the number of Ordinary Shares present and voting for the purposes of determining whether such resolution has been passed (but will be counted for the purposes of determining the quorum, as described above).
Voting by Holders of ADSs
As the holder of record for all the Class A Ordinary Shares represented by the ADSs (through a nominee), only Deutsche Bank Trust Company Americas may vote those Class A Ordinary Shares at the AGM.
We have requested Deutsche Bank Trust Company Americas, as depositary of the ADSs, to distribute to all owners of ADSs at the close of business on the Record Date this proxy statement, the accompanying notice of annual general meeting and an ADS voting card. Upon the timely receipt from an owner of record of ADSs of written voting instructions in the manner specified, Deutsche Bank Trust Company Americas will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted the number of Class A Ordinary Shares represented by the ADSs in accordance with such voting instructions. Under the terms of the deposit agreement for the ADSs (the “Deposit Agreement”), Deutsche Bank Trust Company Americas will not vote or attempt to exercise the right to vote other than in accordance with such voting instructions or such deemed instructions as further described below.
There is no guarantee that holders of the ADSs or any such holder in particular will receive the notice described above with sufficient time to enable such holder to return any voting instructions to Deutsche Bank Trust Company Americas in a timely manner, in which case the Class A Ordinary Shares underlying your ADSs may not be voted in accordance with your wishes.
If (i) an ADS voting card is missing voting instructions, (ii) an ADS voting card is improperly completed or (iii) no ADS voting card is received by Deutsche Bank Trust Company Americas by 1 p.m. (New York City time), December 16, 2019, Deutsche Bank Trust Company Americas will deem such holder of ADSs to have instructed it to give a discretionary proxy to a person designated by the Company to vote the Class A Ordinary Shares represented by such holder’s ADSs, unless the Company has informed Deutsche Bank Trust Company Americas that such proxy should not be given, in accordance with the terms of the Deposit Agreement.
Revocability of Proxies and ADS VotingCards
Any proxy given by a holder of Ordinary Shares by means of a proxy form, and any voting instructions given by an ADS holder by means of an ADS voting card, pursuant to this solicitation may be revoked: (a) for holders of Ordinary Shares or ADSs, by submitting a written notice of revocation or a fresh proxy form or ADS voting card, as the case may be, bearing a later date, which must be received no later than at least 48 hours before the time of the AGM, or (b) for holders of Ordinary Shares only, by attending the AGM and voting in person.
PROPOSAL 1
THE APPOINTMENT OF MALONEBAILEY, LLPAS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR FISCAL YEAR 2017, 2018, 2019 AND 2020
The audit committee proposes to ratify and approve the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, 2018, 2019 and 2020.
The board of directors recommends a vote “FOR” THE RATIFICATION AND APPROVAL OF THE APPOINTMENT OF FRIEDMAN LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR FISCAL YEAR 2019.
OTHER MATTERS
We know of no other matters to be submitted to the AGM. If any other matters properly come before the AGM, it is the intention of the persons named in the enclosed form of proxy to vote the Ordinary Shares they represent as the board of directors may recommend.
| By Order of the Board of Directors, |
|---|
| /s/ Shengwu Wu<br><br> <br>Shengwu Wu |
| Chairman<br><br> <br><br><br> <br>Dated: November 23, 2020 |
Exhibit 99.4
500.com Limited
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF 500.COM LIMITED
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 25, 2020
The undersigned holder of ordinary shares of 500.com Limited, a Cayman Islands company (the “Company”), hereby acknowledges receipt of the notice of annual general meeting (the “Notice”) of shareholders and proxy statement, each dated November [ ], 2020, and hereby appoints the chairman of the annual general meeting or ______________ as proxy, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the annual general meeting of shareholders of the Company to be held on December 25, 2020 at 10:00 a.m., local time, at 12F, West Side, Block B, Building No. 7, Shenzhen Bay Eco-Technology Park, Nanshan District, Shenzhen 518115, The People’s Republic of China (the “AGM”), and at any adjournment or adjournments thereof, and to vote all ordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below and (ii) in the discretion of the proxy upon such other business as may properly come before the meeting, all as set forth in the notice of annual general meeting and in the proxy statement furnished herewith.
The ordinary shares in respect of which this proxy form isgiven (when properly executed and delivered to the mailing or e-mail address set forth below) will be voted by the proxy holderin the manner directed herein by the undersigned shareholder. If no direction is made, the proxy holder will vote in the discretionof such proxy holder and, where the chairman of the annual general meeting is the proxy holder, he will vote the ordinary sharesin respect of which this proxy form is given “FOR” the following proposal:
You may instruct your proxy to vote some or all of the sharesin respect of which the proxy is appointed either for or against the resolution and/or abstain from voting as such proxy need notcast the votes in respect of your shares in the same way on the resolution. In this case, please specify in the voting boxes belowthe number of shares in respect of which your proxy is to vote for or against or to abstain in respect of the resolution.
PROPOSAL 1: Ratify and approve the appointment of MaloneBailey,LLP as the independent registered public accounting firm of the Company (as set out in the Notice).
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| ¨ | ¨ | ¨ |
| Page 1 of 3 |
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Dated: ______________, 2020
| Shareholder Name: | Co-Owner (if any) Name: |
|---|---|
| Signature | Co-Owner (if any) Signature |
This proxy form must be signed by the person registered in the register of members as at the close of business on November 25, 2020, New York time, or his or her attorney duly authorized in writing or, in the case the appointer is a corporation, must be either under seal or executed under the hand of an officer or attorney or other person duly authorized to sign the same.
Whether or not you propose to attend the AGM in person, you are strongly advised to complete and return this form of proxy in accordance with the instructions herein. To be valid, this form must be completed and deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) with the Company: (i) by mail, to 12F, West Side, Block B, Building No. 7, Shenzhen Bay Eco-Technology Park, Nanshan District, Shenzhen 518115, The People’s Republic of China, or (ii) by email, to IR@500wan.com, in each case marked for the attention of Danni Zheng, as soon as possible and in any event not later than 10:00 a.m., China time, on December 25, 2020.
Returning this completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish.
NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXYWILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR COMPLETE AND SEND IN THIS FORM APPOINTING ASPECIFIC PROXY.
| 1 | A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at<br>the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s)<br>of your own choice that you wish to be appointed proxy in the space provided, failing which the chairman of the annual general<br>meeting will be appointed as your proxy. |
|---|---|
| 2 | Any standing proxy previously deposited by a shareholder with the Company will be voted in favor<br>of the resolution to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM in person or completes<br>and returns this form appointing a specific proxy. |
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| --- | | 3 | If two or more persons are jointly registered as holders of a share, the vote of the senior person<br>who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For<br>this purpose seniority shall be determined by the order in which the names stand on the Company's register of shareholders in respect<br>of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should be stated on the<br>form in the space provided. | | --- | --- | | 4 | If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise<br>his/her discretion as to whether he/she votes and if so how. | | --- | --- | | 5 | This form of proxy is for use by shareholders only. If the appointor is a corporate entity this<br>form of proxy must either be under its seal or under the hand of some officer or attorney duly authorized for that purpose. | | --- | --- | | 6 | Any alterations made to this form must be initialed by you. | | --- | --- | | 7 | A proxy may vote on a show of hands or on a poll. | | --- | --- |
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