[] [58.com Inc. 8,000,000 American Depositary Shares Each Representing Two Class A Ordinary Shares, Par Value US$0.00001 Per Class A Ordinary Share UNDERWRITING AGREEMENT March [27], 2014 Morgan Stanley & Co. International PLC 25 Cabot Square, Canary Wharf London, E14 4QA United Kingdom Credit Suisse Securities (USA) LLC Eleven Madison Avenue, New York, N.Y.10010 Citigroup Global Markets Inc. 388 Greenwich Street]
[This Form 6-K consists of: Document 1 CHINA PETROLEUM & CHEMICAL CORPORATION (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 0386) Annual Results for the Year Ended 31 December 2013 1. Important Notice 1.1 1.2 1 1.3 The annual financial statements for the year ended 31 December 2013 of Sinopec Corp.]
[ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering. The second part is the accompanying base prospectus, which gives more general information, some of which may not apply to this offering. Generally, when we refer to the prospectus, we are referring to both parts]
[Chunghwa Telecom Co., Ltd. Financial Statements for the Years Ended December 31, 2013 and 2012 and Independent Auditors Report INDEPENDENT AUDITORS REPORT The Board of Directors and Stockholders Chunghwa Telecom Co., Ltd. We have audited the accompanying balance sheets of Chunghwa Telecom Co., Ltd. as of December 31, 2013, December 31, 2012 and January 1, 2012, the related statements of] [Chunghwa Telecom Co., Ltd. and Subsidiaries Consolidated Financial Statements for the Years Ended December 31, 2013 and 2012 and Independent Auditors Report DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES The companies required to be included in the consolidated financial statements of affiliates in accordance with the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements] [Chunghwa Telecom Co., Ltd. Mu-Piao Shih President and Acting CFO 2 Description 99.1 99.2 3 6-K 1 d700509d6k.htm FORM 6-K]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering (1)(2) price Amount of registration fee % Convertible Senior Notes due US$120,000,000 US$ Class A ordinary shares, par value US$0.0005 per share (3)(4) (3) (1) (2) (3) (4) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby have] [Our ref DLK/663980-000001/6930937v2 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com 500.com Building Shenxianling Sports Center Longgang District Shenzhen 518115 Peoples Republic of China 26 March 2014 Dear Sirs 500.com Limited Company Registration Statement Commission Offering Notes Conversion Shares We have acted as Cayman Islands legal advisers to 500.com Limited (the 1 Documents Reviewed For the purposes of this opinion] [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 Peoples 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 March 26, 2014 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 Peoples Republic of China Dear Sirs or Madams: We are qualified lawyers of the Peoples Republic of China (the PRC] [500.COM LIMITED Computation of Ratio of Earnings to Fixed Charges Year Ended December 31, 2011 2012 2013 RMB RMB RMB (in thousands) Earnings: Income before income taxes 42,054 22,244 29,760 Add: Fixed charges 223 284 5,722 42,277 22,528 35,482] [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 March 26, 2014. Shenzhen, the Peoples Republic of China March 26, 2014 EX-23.1 6 d696864dex231.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 March 26, 2014 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 Peoples Republic of China Ladies and Gentlemen, Yours faithfully, Han Kun Law Offices CONFIDENTIALITY. EX-23.5 7 d696864dex235.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 March 26, 2014 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 Peoples Republic of China Dear Sirs or Madams, PRC China We are qualified lawyers of the Peoples Republic of China]
[ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering. The second part is the accompanying base prospectus, which gives more general information, some of which may not apply to this offering. Generally, when we refer to the prospectus, we are referring to both parts]
[Chunghwa Telecom Co., Ltd. Financial Statements for the Years Ended December 31, 2013 and 2012 and Independent Auditors Report INDEPENDENT AUDITORS REPORT The Board of Directors and Stockholders Chunghwa Telecom Co., Ltd. We have audited the accompanying balance sheets of Chunghwa Telecom Co., Ltd. as of December 31, 2013, December 31, 2012 and January 1, 2012, the related statements of] [Chunghwa Telecom Co., Ltd. and Subsidiaries Consolidated Financial Statements for the Years Ended December 31, 2013 and 2012 and Independent Auditors Report DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES The companies required to be included in the consolidated financial statements of affiliates in accordance with the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements] [Chunghwa Telecom Co., Ltd. Mu-Piao Shih President and Acting CFO 2 Description 99.1 99.2 3 6-K 1 d700509d6k.htm FORM 6-K]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering (1)(2) price Amount of registration fee % Convertible Senior Notes due US$120,000,000 US$ Class A ordinary shares, par value US$0.0005 per share (3)(4) (3) (1) (2) (3) (4) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby have] [Our ref DLK/663980-000001/6930937v2 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com 500.com Building Shenxianling Sports Center Longgang District Shenzhen 518115 Peoples Republic of China 26 March 2014 Dear Sirs 500.com Limited Company Registration Statement Commission Offering Notes Conversion Shares We have acted as Cayman Islands legal advisers to 500.com Limited (the 1 Documents Reviewed For the purposes of this opinion] [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 Peoples 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 March 26, 2014 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 Peoples Republic of China Dear Sirs or Madams: We are qualified lawyers of the Peoples Republic of China (the PRC] [500.COM LIMITED Computation of Ratio of Earnings to Fixed Charges Year Ended December 31, 2011 2012 2013 RMB RMB RMB (in thousands) Earnings: Income before income taxes 42,054 22,244 29,760 Add: Fixed charges 223 284 5,722 42,277 22,528 35,482] [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 March 26, 2014. Shenzhen, the Peoples Republic of China March 26, 2014 EX-23.1 6 d696864dex231.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 March 26, 2014 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 Peoples Republic of China Ladies and Gentlemen, Yours faithfully, Han Kun Law Offices CONFIDENTIALITY. EX-23.5 7 d696864dex235.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 March 26, 2014 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 Peoples Republic of China Dear Sirs or Madams, PRC China We are qualified lawyers of the Peoples Republic of China]
[KADDEN RPS LATE EAGHER LOM S DIRECT DIAL +852 3740 4850 DIRECT FAX +852 3910 4850 EMAIL ADDRESS JULIE.GAO@SKADDEN.COM ARTNERS P OHN DEBIYI ¿ J HRISTOPHER ETTS C DWARD AM ¿ E AUL ITCHARD ¿ G.S. P LIVE OUGH ¿ C ONATHAN TONE J LEC RACY A ¿ LSO DMITTED IN NGLAND ALES LSO DMITTED IN EW ORK * (A]
[Longgang District Shenzhen 518115 Peoples Republic of China Zhengming Pan Chief Financial Officer 500.com Building Shenxianling Sports Center Longgang District Shenzhen 518115 Peoples Republic of China (Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) Title of Each Class Name of Each Exchange on Which Registered Ordinary shares, par value US$0.00005 per share* * None None Indicate] [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,] [Shareholders Voting Power Assignment Agreement Agreement PRC This Shareholders 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] [Shareholders Voting Power Assignment Agreement Agreement PRC This Shareholders 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] [Shareholders Voting Power Assignment Agreement Agreement PRC This Shareholders 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] [Shareholders Voting Power Assignment Agreement Agreement PRC This Shareholders 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] [Shareholders Voting Power Assignment Agreement Agreement PRC This Shareholders 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] [Shareholders Voting Power Assignment Agreement Agreement PRC This Shareholders 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] [Shareholders Voting Power Assignment Agreement Agreement PRC This Shareholders 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] [Shareholders Voting Power Assignment Agreement Agreement PRC This Shareholders 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] [Shareholders Voting Power Assignment Agreement Agreement PRC This Shareholders 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] [Shareholders Voting Power Assignment Agreement Agreement PRC This Shareholders 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] [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.,] [Certification by the Chief Executive Officer I, Man San Law, Chief Executive Officer of 500.com Limited (the Company), certify that: 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [Certification by the Chief Financial Officer I, Zhengming Pan, Chief Financial Officer of 500.com Limited (the Company), certify that: 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Man San Law Chairman and Chief Executive Officer EX-13.1 25 d674343dex131.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zhengming Pan Chief Financial Officer EX-13.2 26 d674343dex132.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm Shenzhen, the Peoples Republic of China March 26, 2014 EX-15.1 27 d674343dex151.htm EX-15.1] [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 March 26, 2014 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 Peoples Republic of China Ladies and Gentlemen, Yours faithfully, Han Kun Law Offices CONFIDENTIALITY. EX-15.2 28 d674343dex152.htm EX-15.2]
