SOLAI Ltd (SLAIY) 6-K, filed Mar 19, 2021

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 March 2021

Commission File Number: 001-36206

500.com LIMITED

14F, 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

SIGNATURE

TABLE OF CONTENTS

Exhibit 99.1 – Press release – 500.com Limited to Hold Extraordinary General Meeting on April 8, 2021; Announces Relocation of Headquarters to Singapore

Exhibit 99.2 – 2021 EGM Company Notice

Exhibit 99.3 – 2021 EGM Proxy Statement

Exhibit 99.4 – 2021 EGM 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/ Xianfeng Yang
Name:	Xianfeng Yang
Title:	Chief Executive Officer

Date: March 19, 2021

Exhibit 99.1

500.com Limited to Hold ExtraordinaryGeneral Meeting on April 8, 2021;Announces Relocation of Headquarters to Singapore

SHENZHEN, China, March 19, 2021 /PRNewswire/ -- 500.com Limited (NYSE: WBAI) (“500.com” or the “Company”), a cryptocurrency mining enterprise in China, today announced that it will hold an extraordinary general meeting of shareholders at 14F, West Side, Block B, Building No. 7, Shenzhen Bay Eco-Technology Park, Nanshan District, Shenzhen, The People’s Republic of China on April 8, 2021 at 10:00 a.m., local time.

The Company also announced its decision to relocate its headquarters from Shenzhen to Singapore.

Holders of record of the Company’s ordinary shares at the close of business on March 18, 2021, New York time (the “Record Date”) are entitled to notice of, and to attend and vote at the extraordinary 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 Deutsche Bank Trust Company Americas, the depositary of the Company’s ADS program.

Notice of the extraordinary general meeting, which sets forth the resolutions to be submitted for shareholder approval at the extraordinary 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 committed to becoming a leading cryptocurrency mining enterprise. Since announcing its entry into the cryptocurrency industry in December 2020, the Company has entered into definitive agreements to (i) purchase cryptocurrency mining machines, (ii) acquire a controlling stake in Loto Interactive Limited (HKEX: 08198), and (iii) acquire the entire mining pool business of Bitdeer Technologies Holding Company (“BitDeer”) operated under BTC.com, including the domain name BTC.com and the cryptocurrency wallet of BTC.com (collectively, the “BTC.com Pool Businesses”), to unfurl a comprehensive approach to cryptocurrency mining. 500.com Limited also was the first company in China to provide online lottery sales agent services, and was one of two enterprises approved by China’s Ministry of Finance to engage in the online sports lottery sales agent business on a trial basis.

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:

500.com Limited

ir@500wan.com

Ms. Danni Zheng

Phone: +86 755 8633 8005

The Piacente Group, Inc.

Helen Wu

Tel: +86 (10) 6508-0677

Email: 500@tpg-ir.com

In the United States:

The Piacente Group, Inc.

Brandi Piacente

Tel: +1 (212) 481-2050

Email: 500@tpg-ir.com

Exhibit 99.2

500.comlimited

(incorporated in the Cayman Islands withlimited liability)

NOTICE OF EXTRAORDINARY GENERAL MEETING

to be held on April 8, 2021

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“EGM”) of 500.com Limited (the “Company”) will be held at 14F, West Side, Block B, Building No. 7, Shenzhen Bay Eco-Technology Park, Nanshan District, Shenzhen, The People’s Republic of China on April 8, 2021 at 10:00 a.m., local time for the following purposes:

·	To consider and, if thought fit, pass the following resolutions:
1.	as a special resolution that the English name of the Company be changed to “BIT Mining Limited.”
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2.	as an ordinary resolution that the authorised share capital of the Company be increased to US$100,000<br>divided into 1,600,000,000 Class A Ordinary Shares of a nominal or par value of US$0.00005 each and 400,000,000 Class B Ordinary<br>Shares of a nominal or par value of US$0.00005 each, by the creation of 900,000,000 Class A Ordinary Shares of a nominal or par<br>value of US$0.00005 each and 100,000,000 Class B Ordinary Shares of a nominal or par value of US$0.00005 each.
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(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 EGM or any adjournment or adjournments thereof.

The Board of Directors of the Company has fixed the close of business on March 18, 2021, 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 EGM 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 EGM 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 EGM in person. Your vote is important. If you cannot attend the EGM inperson, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive theproxy form before the time of the EGM to ensure your representation at such meeting.

By Order of the Board of Directors,
/s/ Shengwu Wu
Shengwu Wu
Chairman

Shenzhen, The People’s Republic of China

March 19, 2021

Exhibit 99.3

500.COM LIMITED

14F, 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 extraordinary general meeting of shareholders of the Company to be held on April 8, 2021 at 10:00 a.m., local time (the “EGM”). The EGM will be held at 14F, 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 March 18, 2021, New York time (the “Record Date”) are entitled to attend and vote at the EGM. 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 EGM. 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 EGM in accordance with the instructions which it has properly received from such ADS holders.

As of the close of business on the Record Date, 420,792,880 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 EGM 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 EGM, 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 EGM, 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 EGM 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 EGM, 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 EGM.

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 extraordinary 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 “DepositAgreement”), 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 10:00 a.m. (New York City time), April 2, 2021, 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 EGM, or (b) for holders of Ordinary Shares only, by attending the EGM and voting in person.

PROPOSAL 1

THE CHANGE OF THE ENGLISH NAME OF THECOMPANY TO “BIT MINING LIMITED”

The Board of Directors proposes to change the English name of the Company to “BIT Mining Limited.”

The board of directors recommends a vote “FOR” THE CHANGE OF THE ENGLISH NAME OF THE COMPANY TO “BIT MINING LIMITED.”

PROPOSAL 2

THE INCREASE OF THE AUTHORISED SHARECAPITAL OF THE COMPANY

The Board of Directors proposes to increase the authorised share capital of the Company to US$100,000 divided into 1,600,000,000 Class A Ordinary Shares of a nominal or par value of US$0.00005 each and 400,000,000 Class B Ordinary Shares of a nominal or par value of US$0.00005 each, by the creation of 900,000,000 Class A Ordinary Shares of a nominal or par value of US$0.00005 each and 100,000,000 Class B Ordinary Shares of a nominal or par value of US$0.00005 each.

The board of directors recommends a vote “FOR” THE INCREASE OF THE AUTHORISED SHARE CAPITAL OF THE COMPANY.

OTHER MATTERS

We know of no other matters to be submitted to the EGM. If any other matters properly come before the EGM, 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
Shengwu Wu
Chairman
Dated: March 19, 2021

Exhibit 99.4

500.com Limited

THIS PROXY IS SOLICITED ON BEHALF OF

THE BOARD OF DIRECTORS OF 500.COM LIMITED

FOR THE EXTRAORDINARY GENERAL MEETINGOF SHAREHOLDERS

TO BE HELD ON APRIL 8, 2021

The undersigned holder of ordinary shares of 500.com Limited, a Cayman Islands company (the “Company”), hereby acknowledges receipt of the notice of extraordinary general meeting (the “Notice”) of shareholders and proxy statement, each dated March 19, 2021, and hereby appoints the chairman of the extraordinary 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 extraordinary general meeting of shareholders of the Company to be held on April 8, 2021 at 10:00 a.m., local time, at 14F, West Side, Block B, Building No. 7, Shenzhen Bay Eco-Technology Park, Nanshan District, Shenzhen 518115, The People’s Republic of China (the “EGM”), 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 extraordinary 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 extraordinary general meeting is the proxy holder, he will vote the ordinaryshares in respect of which this proxy form is given “FOR” the following proposals:

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 resolutions and/or abstain from voting as such proxy neednot cast the votes in respect of your shares in the same way on the resolutions. In this case, please specify in the voting boxesbelow the number of shares in respect of which your proxy is to vote for or against or to abstain in respect of the resolutions.

PROPOSAL 1: Change the English name of the Company to “BITMining Limited” (as set out in the Notice).

FOR	AGAINST	ABSTAIN
¨	¨	¨

PROPOSAL 2: Increase the authorised share capital of theCompany (as set out in the Notice).

FOR	AGAINST	ABSTAIN
¨	¨	¨

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Dated: ______________, 2021

Shareholder Name:	Co-Owner (if any) Name:
Print	Print
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 March 18, 2021, 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 EGM 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 14F, 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 April 8, 2021.

Returning this completed form of proxy will not preclude you from attending the EGM 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 EGM 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 EGM 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 extraordinary 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 EGM unless revoked prior to the EGM or the shareholder attends the EGM 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.
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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.
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6	Any alterations made to this form must be initialed by you.
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7	A proxy may vote on a show of hands or on a poll.
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SOLAI Ltd 6-K, filed Mar 19, 2021

About this 6-K