Form SC 13D BIT Mining Ltd Filed by: Law Man San

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

BIT Mining Limited

(Name of Issuer)

Class A Ordinary Shares, par value of $0.00005 per share

Class B Ordinary Shares, par value of $0.00005 per share

Class A Preference Shares, par value of $0.00005 per share

(Title of Class of Securities)

 

33829R100

(CUSIP Number)

LAW Man San Vincent

Units 813 & 815, Level 8, Core F

Cyberport 3, 100 Cyberport Road

Hong Kong, The People’s Republic of China

+852 2596-3028

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)

April 5, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  x

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* This statement on Schedule 13D (the “Schedule 13D”) constitutes an initial Schedule 13D filing on behalf of each of LAW Man San Vincent (“Mr. Law”), Delite Limited (“Delite”) and Good Luck Capital Limited (“Good Luck”) with respect to (i) the Class A ordinary shares, par value $0.00005 per share (the “Class A Ordinary Shares”), (ii) the Class B ordinary shares, par value $0.00005 per share (the “Class B Ordinary Shares,” together with the Class A Ordinary Shares, the “Ordinary Shares”), and (iii) the Class A preference shares, par value $0.00005 per share (the “Class A Preference Shares”), of BIT Mining Limited (the “Issuer,” formerly known as 500.com Limited), a Cayman Islands company. The Ordinary Shares beneficially owned by Mr. Law, Delite and Good Luck were previously reported on a Schedule 13G filed on February 14, 2020, as amended by amendments thereto (collectively, the “Schedule 13G”).

The information required on 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, as amended (the “Securities Exchange Act”) or otherwise subject to the liabilities of that section of the Securities Exchange Act but shall be subject to all other provisions of the Securities Exchange Act (however, see the Notes).

 

CUSIP No. 33829R100                                        13D

1.		Name of Reporting Person LAW Man San Vincent
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.		SEC Use Only:
4.		Source of Funds (See Instructions): PF, OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization: Hong Kong Special Administrative Region, The People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With							7.		Sole Voting Power: 96,726,033 Class A Ordinary Shares 6 Class B Ordinary Shares 65,000 Class A Preference Shares
							8.		Shared Voting Power: 0
							9.		Sole Dispositive Power: 96,726,033 Class A Ordinary Shares 6 Class B Ordinary Shares 65,000 Class A Preference Shares
							10.		Shared Dispositive Power: 0

11.			Aggregate Amount Beneficially Owned by Each Reporting Person: 96,726,033 Class A Ordinary Shares 6 Class B Ordinary Shares 65,000 Class A Preference Shares
12.			Check if the Aggregate Amount in Row (11) Excludes Certain Shares:  ☐  (See Instructions)
13.			Percent of Class Represented by Amount in Row (11): 17.3% of Class A Ordinary Shares 6.1% of Class B Ordinary Shares 100% of Class A Preference Share *The voting power of the shares beneficially owned represent 61.7% of the total outstanding voting power.
14.			Type of Reporting Person (See Instructions):  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, Class B Ordinary Shares and Class A Preference Shares as a single class as of the date of this Schedule 13D. There is no Class A Ordinary Share to be issued to Mr. Law upon the exercise of options and RSUs within 60 days of the date of this Schedule 13D granted to him under the 2011 Share Incentive Plan of the Issuer. Each holder of Class A Ordinary Shares is entitled to one vote per share, each holder of Class B Ordinary Shares is entitled to ten votes per share, and each holder of Class A Preference Shares is entitled to 10,000 votes per share as at the date of this Schedule 13D on all matters submitted to them for a vote.

 

CUSIP No. 33829R100                                     13D

 

1.			Name of Reporting Person Delite Limited
2.			Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b) ☐
3.			SEC Use Only:
4.			Source of Funds (See Instructions): WC
5.			Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  ☐
6.			Citizenship or Place of Organization: British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With								7.		Sole Voting Power: 5,998,830 Class A Ordinary Shares 6 Class B Ordinary Shares
								8.		Shared Voting Power:  0
								9.		Sole Dispositive Power: 5,998,830 Class A Ordinary Shares 6 Class B Ordinary Shares
								10.		Shared Dispositive Power:  0
11.			Aggregate Amount Beneficially Owned by Each Reporting Person: 5,998,830 Class A Ordinary Shares Ordinary Shares 6 Class B Ordinary Shares
12.			Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐  (See Instructions)
13.			Percent of Class Represented by Amount in Row (11): 1.1% of Class A Ordinary Shares 6.1% of Class B Ordinary Shares * The voting power of the shares beneficially owned represent 0.5% of the total outstanding voting power.
14.			Type of Reporting Person (See Instructions): 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, Class B Ordinary Shares and Class A Preference Shares as a single class as of the date of this Schedule 13D. Each holder of Class A Ordinary Shares is entitled to one vote per share, each holder of Class B Ordinary Shares is entitled to ten votes per share and each holder of Class A Preference Shares is entitled to 10,000 votes per share as at the date of this Schedule 13D on all matters submitted to them for a vote.

CUSIP No. 33829R100                                     13D

 

1.			Name of Reporting Person Good Luck Capital Limited
2.			Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b) ☐
3.			SEC Use Only:
4.			Source of Funds (See Instructions): WC
5.			Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  ☐
6.			Citizenship or Place of Organization: British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With								7.		Sole Voting Power: 85,572,963 Class A Ordinary Shares 65,000 Class A Preference Shares
								8.		Shared Voting Power:  0
								9.		Sole Dispositive Power: 85,572,963 Class A Ordinary Shares 65,000 Class A Preference Shares
								10.		Shared Dispositive Power:  0
11.			Aggregate Amount Beneficially Owned by Each Reporting Person: 85,572,963 Class A Ordinary Shares 65,000 Class A Preference Shares
12.			Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐  (See Instructions)
13.			Percent of Class Represented by Amount in Row (11): 15.3% of Class A Ordinary Shares 100% of Class A Preference Shares * The voting power of the shares beneficially owned represent 60.8% of the total outstanding voting power.
14.			Type of Reporting Person (See Instructions): 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, Class B Ordinary Shares and Class A Preference Shares as a single class as of the date of this Schedule 13D. Each holder of Class A Ordinary Shares is entitled to one vote per share, each holder of Class B Ordinary Shares is entitled to ten votes per share and each holder of Class A Preference Shares is entitled to 10,000 votes per share as at the date of this Schedule 13D on all matters submitted to them for a vote.

 

SCHEDULE 13D

Item 1. Security and Issuer

This Schedule 13D relates to the Ordinary Shares and the Class A Preference Shares of the Issuer. The Ordinary Shares of the Issuer consist of Class A Ordinary Shares, par value $0.00005 per share, and Class B Ordinary Shares, par value $0.00005 per share. The par value of each of the Class A Preference Shares is $0.00005.

American depositary shares (the “ADSs,” and each, an “ADS”), each representing ten Class A Ordinary Shares, of the Issuer are listed on the New York Stock Exchange under the symbol “WBAI¹.”

The principal executive office of the Issuer is located 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 “PRC”). 

Item 2. Identity and Background

Mr. Law, Delite and Good Luck are collectively referred to herein as “Reporting Persons,” and each, a “Reporting Person.”

(a) – (c), (f) This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act. The Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act with respect to the transaction described in Item 4 of this Schedule 13D.

Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Ordinary Shares (including Class A Ordinary Shares represented by the ADSs) and the Class A Preference Shares held by each other Reporting Person.

The agreement among the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

Mr. Law is a major founder and executive director of the Issuer and a citizen of Hong Kong Special Administrative Region (“Hong Kong”), the PRC. The principal business address of Mr. Law is Units 813 & 815, Level 8, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong, the PRC. Mr. Law has served as a senior advisor of Loto Interactive Limited (“Loto Interactive”) since 2017. Loto Interactive is principally engaged in (i) provision of data analysis and storage services, (ii) distribution of mobile gaming and (iii) money lending business in Hong Kong, the PRC. The principal business address of Loto Interactive is Units 831 & 815, Level 8, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong, the PRC.

Delite is principally an investment holding vehicle incorporated in the British Virgin Islands and 100% owned by Mr. Law. Mr. Law indirectly holds all voting and investment powers of Delite and its assets, and he is the sole director of Delite. The principal business address of Delite is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. Delite does not have any executive officers.

Good Luck is principally an investment holding vehicle incorporated in the British Virgin Islands and 100% owned by Mr. Law. Mr. Law indirectly holds all voting and investment powers of Good Luck and its assets, and is the sole director of Good Luck. The principal business address of Good Luck is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands. Good Luck doesn’t have any executive officers.

(d) – (e) During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Good Luck and the Issuer entered into a share subscription agreement on April 5, 2021 (the “Share Subscription Agreement”), a copy of which is attached hereto as Exhibit B. The description of the Share Subscription Agreement contained herein is qualified in its entirety by reference to Exhibit B, which is incorporated herein by reference. Pursuant to the Share Subscription Agreement, Good Luck agreed to subscribe for, and the Issuer agreed to issue to Good Luck, 65,000 Class A Preference Shares for a total consideration of $65,000 (the “Share Subscription”). On April 7, 2021, the Share Subscription was closed and Good Luck became the owner of 65,000 Class A Preference Shares. Following the completion of the Share Subscription, Mr. Law’s aggregated voting power increased to approximately 61.7% (based on the voting power of all of the Issuer’s holders of Class A Ordinary Shares, Class B Ordinary Shares and Class A Preference Shares as a single class as of the date of this Schedule 13D). The source of the funds was the working capital of Good Luck.

 

¹ As disclosed in the Issuer’s current report on Form 6-K furnished to the Commission on April 12, 2021, the Issuer’s new ticker symbol, “BTCM,” will become effective at the opening of trading on Tuesday, April 20, 2021.

Item 4. Purpose of Transaction

The information set forth in Item 3 is hereby incorporated by reference in this Item 4.

The purpose of the transaction mentioned in Item 3 above is to ensure the stability of the Issuer’s corporate governance and long-term development of its businesses. The board of directors of the Issuer has appointed Mr. Law as its executive director, effective as of April 5, 2021.

Although the Reporting Persons have no present intention to acquire additional securities of the Issuer, the Reporting Persons intend to regularly review their business operations, their investment in the Issuer, the business operations of the Issuer and, as a result thereof and subject to applicable laws and regulations, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by the Reporting Persons in the open market, in privately negotiated transactions or otherwise or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects, other developments concerning the Issuer and its businesses generally, other business opportunities available to the Reporting Persons, changes in law and government regulations, general economic conditions and money and stock market conditions, including the market price of the securities of the Issuer.

Except as set forth in this Schedule 13D, the Reporting Persons have no present plans or proposals that relate to or would result in:

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer,

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer,

(c)

A sale or transfer of a material amount of assets of the Issuer,

(d)

Any change in the present board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board,

(e)

Any material change in the present capitalization or dividend policy of the Issuer,

(f)

Any other material change in the Issuer’s business or corporate structure,

(g)

Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person,

(h)

A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association,

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act, or

(j)

Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a) – (b) The following information with respect to the ownership of the Ordinary Shares and the Class A Preference Shares of the Issuer by each of the Reporting Persons is provided as of the date of this Schedule 13D:

 

Reporting Person	Shares Beneficially Owned(1)	Percent of Class(2)	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power
Mr. Law	96,726,033 Class A Ordinary Shares	17.3% of Class A Ordinary Shares	96,726,033 Class A Ordinary Shares	0	96,726,033 Class A Ordinary Shares	0
	6 Class B Ordinary Shares	6.1% of Class B Ordinary Shares	6 Class B Ordinary Shares	0	6 Class B Ordinary Shares	0
	65,000 Class A Preference Shares	100% of Class A Preference Shares	65,000 Class A Preference Shares	0	65,000 Class A Preference Shares	0
Delite	5,998,830 Class A Ordinary Shares	1.1% of Class A Ordinary Shares	5,998,830 Class A Ordinary Shares	0	5,998,830 Class A Ordinary Shares	0
	6 Class B Ordinary Shares	6.1% of Class B Ordinary Shares	6 Class B Ordinary Shares	0	6 Class B Ordinary Shares	0
Good Luck	85,572,963 Class A Ordinary Shares	15.3% of Class A Ordinary Shares	85,572,963 Class A Ordinary Shares	0	85,572,963 Class A Ordinary Shares	0
	65,000 Class A Preference Shares	100% of Class A Preference Shares	65,000 Class A Preference Shares	0	65,000 Class A Preference Shares	0

Notes:

(1)

Mr. Law beneficially owns (i) 96,726,033 Class A Ordinary Shares composed of (a) 599,883 ADSs which represent 5,998,830 Class A Ordinary Shares owned by Delite as described below, (b) 85,572,963 Class A Ordinary Shares owned by Good Luck as described below, and (c) 515,424 ADSs which represent 5,154,240 Class A Ordinary Shares owned by Mr. Law directly; (ii) 6 Class B Ordinary Shares which owned by Delite as described below; and (iii) 65,000 Class A Preference Shares which owned by Good Luck as described below.

Delite directly holds 6 Class B Ordinary Shares and owns 599,883 ADSs which represent 5,998,830 Class A Ordinary Shares. Delite is 100% owned by Mr. Law. Mr. Law indirectly holds all voting and investment powers of Delite and its assets, and is the sole director of Delite. Pursuant to Section 13(d) of the Securities Exchange Act and the rules promulgated thereunder, Mr. Law may be deemed to beneficially own all of the Ordinary Shares (including Class A Ordinary Shares represented by the ADSs) held by Delite.

Good Luck directly holds 85,572,963 Class A Ordinary Shares and 65,000 Class A Preference Shares. Mr. Law is the sole shareholder of Good Luck. Mr. Law indirectly holds all voting and investment powers of Good Luck and its assets, and is the sole director of Good Luck. Pursuant to Section 13(d) of the Securities Exchange Act and the rules promulgated thereunder, Mr. Law may be deemed to beneficially own all of the Ordinary Shares and the Class A Preference Shares held by Good Luck.

(2)

The percentage of Class A Ordinary Shares beneficially owned by each of Mr. Law, Delite and Good Luck as of the date of this Schedule 13D is based on 559,934,055 outstanding Class A Ordinary Shares as a single class as of the date of this filing. There is no Class A Ordinary Share to be issued to Mr. Law upon the exercise of options and RSUs within 60 days of the date of this Schedule 13D granted to him under the 2011 Share Incentive Plan of the Issuer.

The percentage of Class B Ordinary Shares beneficially owned by each of Mr. Law and Delite as of the date of this Schedule 13D is based on 99 outstanding Class B Ordinary Shares as a single class as of the date of this filing.

The percentage of Class A Preference Shares beneficially owned by each of Mr. Law and Good Luck as of the date of this Schedule 13D is based on 65,000 outstanding Class A Preference Shares as a single class as of the date of this filing.

Mr. Law and Ms. Ping Yuan (“Ms. Yuan”) are husband and wife. Ms. Yuan beneficially owns 10,260,008 Ordinary Shares as of the date of this filing composed of 8 Class B Ordinary Shares and 1,026,000 ADSs which represent 10,260,000 Class A Ordinary Shares owned by Smart Mega Holdings Limited (“Smart Mega”) as described below. Each of Mr. Law and Ms. Yuan expressly disclaims beneficial ownership for all purpose of the Ordinary Shares (including Class A Ordinary Shares represented by the ADSs) and the Class A Preference Shares beneficially owned by each other.

Smart Mega directly holds 8 Class B Ordinary Shares and owns 1,026,000 ADSs which represent 10,260,000 Class A Ordinary Shares as of the date of this filing. Smart Mega is a British Virgin Islands company with its principal business address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. Smart Mega is 100% owned by Ms. Yuan, wife of Mr. Law. Ms. Yuan indirectly holds all voting and investment powers of Smart Mega and its assets, and is the sole director of Smart Mega. Pursuant to Section 13(d) of the Securities Exchange Act and the rules promulgated thereunder, Ms. Yuan may be deemed to beneficially own all of the Ordinary Shares held by Smart Mega.

Except as disclosed in this Schedule 13D, none of the Reporting Persons beneficially owns any Ordinary Shares or Class A Preference Shares or has the right to acquire any Ordinary Shares or Class A Preference Shares.

Except as disclosed in this Schedule 13D, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares or the Class A Preference Shares which it may be deemed to beneficially own.

(c) The transactions during the past 60 days in respect of the Ordinary Shares beneficially owned by the Reporting Persons are set forth in Schedule A hereto. Except as disclosed in the Schedule 13G and this Schedule 13D, none of the Reporting Persons has effected any transaction in the Ordinary Shares or the Class A Preference Shares during the past 60 days.

(d) Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares and the Class A Preference Shares beneficially owned by any of the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Items 3 and 4 is hereby incorporated by reference in this Item 6.

The Share Subscription Agreement contains customary representations and warranties from each of the Issuer and Good Luck. The key terms associated with the Class A Preference Shares set forth in the Share Subscription Agreement are summarized as follows:

(1)

The voting power of each Class A Preference Share is equal to that of 10,000 Class A Ordinary Shares of the Issuer, subject to proportional reduction commensurate with the number of Class A Ordinary Shares beneficially owned by Good Luck;

(2)

The Class A Preference Shares cannot be converted into Class A Ordinary Shares or Class B Ordinary Shares;

(3)

The Class A Preference Shares are not entitled to receive dividends;

(4)

If Good Luck transfers the Class A Preference Shares to a third party which is not an affiliate of Good Luck, or when Good Luck ceases to be controlled by any person holding executive office in or being a member of the board of directors of the Issuer, the Class A Preference Shares shall cease to have any voting right; and

(5)

If Good Luck ceases to be controlled by a member of the board of directors of the Issuer, the Issuer shall be entitled to redeem the Class A Preference Shares at the original subscription price.

The foregoing description of the Share Subscription Agreement does not purport to be a complete description of the terms thereof and is qualified in its entirety by reference to the full text of the Share Subscription Agreement which is filed as Exhibit B hereto and is incorporated herein by reference.

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

Item 7. Material to be filed as Exhibits

Exhibit No.		Exhibit Description
A		Joint Filing Agreement, dated as of April 14, 2021, by and between the Reporting Persons.
B		Share Subscription Agreement, dated as of April 5, 2021, by and between the Issuer and Good Luck.

 

 

 

 

 

 

 

 

 

 

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated as of April 14, 2021

 

LAW Man San Vincent
/s/ LAW Man San Vincent
Delite Limited
By:		/s/ LAW Man San Vincent
		Name: LAW Man San Vincent
		Title: Director
Good Luck Capital Limited
By:		/s/ LAW Man San Vincent
		Name: LAW Man San Vincent
		Title: Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE A

Transactions in Shares During the Past 60 Days

 

Reporting Person		Date of Transaction		Transaction Type		Quantity of Shares Acquired/(Sold)		Average Price Per Share ($)
Ordinary Shares
Delite		February 26, 2021		Sale on open market		(10,000)		1.983
Mr. Law		March 5, 2021		Sale on open market		(1,000)		1.933
Mr. Law		March 17, 2021		Sale on open market		(81,500)		2.453
Mr. Law		March 18, 2021		Sale on open market		(30,000)		2.523
Mr. Law		March 19, 2021		Sale on open market		(144,000)		2.493
Mr. Law		March 22, 2021		Service consideration shares		4,977,740		2.436
Mr. Law		March 24, 2021		Sale on open market		(30,000)		2.028
Mr. Law		March 26, 2021		Sale on open market		(10,000)		1.956
Mr. Law		March 29, 2021		Sale on open market		(77,000)		2.020
Mr. Law		March 30, 2021		Sale on open market		(110,000)		2.069

 

 

 

 

 

 

 

 

 

 

 

Exhibit A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares and class A preference shares of BIT Mining Limited (formerly known as 500.com Limited), a Cayman Islands company, and further agree that this Joint Filing Agreement may be included as an Exhibit to such joint filing.

 

 

Dated: April 14, 2021

 

	LAW Man San Vincent
	/s/ LAW Man San Vincent
	Delite Limited
	By:		/s/ LAW Man San Vincent
			Name: LAW Man San Vincent
			Title: Director
	Good Luck Capital Limited
	By:		/s/ LAW Man San Vincent
			Name: LAW Man San Vincent
			Title: Director

 

 

 

 

 

 

 

 

 

 

SHARE SUBSCRIPTION AGREEMENT

 

This Share Subscription Agreement (this “Agreement”) is made as of April 5, 2021 by and between 500.com Ltd, a company incorporated in the Cayman Islands (the “Company”) and Good Luck Capital Limited, a company incorporated in British Virgin Islands and controlled by Mr. Man San Vincent Law (the “Subscriber”).

 

The Subscriber and the Company are each referred to herein as a “Party,” and collectively as the “Parties.”

 

W I T N E S S E T H:

 

WHEREAS, upon the terms and conditions of this Agreement, the Company desires to issue to the Subscriber, and the Subscriber wishes to subscribe for, class A preference shares, US$0.00005 par value per share (the “Class A Preference Shares”), of the Company which have the special rights, restrictions, preferences and privileges set forth in Exhibit A hereto, in reliance on an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”);

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the Parties hereto agree as follows:

 

ARTICLE I

 

SUBSCRIPTION OF CLASS A PREFERENCE SHARES

 

Section 1.1 Subscription and Issuance of Class A Preference Shares.  Pursuant to the terms and subject to the conditions of this Agreement, the Subscriber agrees to subscribe for, and the Company agrees to issue to the Subscriber, 65,000 Class A Preference Shares with the rights, restrictions, preferences and privileges set forth in Exhibit A hereto (the “Subscribed Shares”) at a subscription price of US$1.00 per share.

 

Section 1.2  Payment and Delivery.  Upon the receipt of US$65,000 in immediately available cash, the Company shall (i) update the register of members of the Company (the “Register of Members”) reflecting the issuance of the Subscribed Shares, and (i) if requested by the Subscriber, deliver a duly executed share certificate in original form, registered in the name of the Subscriber upon request by the Subscriber, together with a true copy of the register of members of the Company, evidencing the Subscribed Shares being issued and sold to the Subscriber.

 

Section 1.3  Legends.  The Register of Members and the share certificate representing the Subscribed Shares shall be endorsed with the following legends:

 

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS. ANY ATTEMPT TO TRANSFER OR SELL THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

 

THESE CLASS A PREFERENCE SHARES HAVE NO ECONOMIC RIGHT AND NO RIGHT TO DIVIDEND OR ANY OTHER DISTRIBUTION OF 500.COM LIMITED, EXCEPT A RIGHT TO RETURN OF PAR VALUE OF US$1.00 PER SHARE ON A WINDING UP OF 500.COM LIMITED PARI PASSU WITH CLASS A ORDINARY SHARES. THESE CLASS A PREFERENCE SHARES ARE NOT CONVERTIBLE INTO CLASS A ORDINARY SHARES OR CLASS B ORDINARY SHARES. THESE CLASS A PREFERENCE SHARES HAVE SPECIAL VOTING RIGHTS AS SET FORTH IN A SHARE SUBSCRIPTION AGREEMENT, DATED [ ], 2021, ENTERED INTO BY AND BETWEEN 500.COM LIMITED AND GOOD LUCK CAPITAL LIMITED.”

 

ARTICLE II

 

REPRESENTATIONS AND WARRANTIES

 

Section 2.1         Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Company, as of the date hereof and as of the Closing Date, as follows:

 

(a)       Authority. The Subscriber has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by the Subscriber pursuant to this Agreement and to perform his obligations hereunder and thereunder.

 

(b)       Valid Agreement. This Agreement has been duly executed and delivered by the Subscriber and constitutes the legal, valid and binding obligation of the Subscriber, enforceable against him in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

(c)       Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Subscriber is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which the Subscriber is a party or by which the Subscriber is bound or to which any of the Subscriber’s assets are subject. There is no action, suit or proceeding, pending or threatened against the Subscriber that questions the validity of this Agreement or the right of the Subscriber to enter into this Agreement or to consummate the transactions contemplated hereby.

 

(d)       Consents and Approvals. Neither the execution and delivery by the Subscriber of this Agreement, nor the consummation by the Subscriber of any of the transactions contemplated hereby or thereby, nor the performance by the Subscriber of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving of notice to, any governmental or public body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing Date.

 

(e)       Sophisticated Investor. The Subscriber is a sophisticated investor with knowledge and experience in financial and business matters such that the Subscriber is capable of evaluating the merits and risks of its subscription of the Subscribed Shares. The Subscriber is able to bear the economic risks of the subscription and can afford a complete loss of such subscription. The Subscriber acknowledges and affirms that, with the assistance of its advisors, it has conducted and completed its own investigation, analysis and evaluation related to the subscription of the Subscribed Shares.

 

(f)       Restricted Securities. The Subscriber acknowledges that the Subscribed Shares are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law. The Subscriber further acknowledges that, absent an effective registration under the Securities Act, the Subscribed Shares may only be offered, sold or otherwise transferred (x) to the Company, or (y) pursuant to an exemption from registration under the Securities Act.

 

Section 2.2       Representations and Warranties of the Company. The Company hereby represents and warrants to the Subscriber, as of the date hereof and as of the Closing Date, as follows:

 

(a)       Due Formation. The Company is a company duly incorporated as an exempted company with limited liability, validly existing and in good standing under the laws of the Cayman Islands. The Company has all requisite power and authority to carry on its business as it is currently being conducted.  Each Subsidiary (as defined below) has been duly organized, is validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authorization to own, lease and operate its properties and to carry on its business as now being conducted and as described in the SEC Documents (as defined below).

 

(b)       Authority. The Company has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by the Company pursuant to this Agreement and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations has been duly authorized by all requisite actions on its part.

 

(c)       Valid Agreement. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

(d)       Due Issuance of the Subscribed Shares. The Subscribed Shares have been duly authorized and, when issued and delivered to and paid for by the Subscriber pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free and clear of any pledge, mortgage, security interest, encumbrance, lien, charge, assessment, title defect, right of first refusal, right of pre-emption, third party right or interest, claim or restriction of any kind or nature (collectively the “Encumbrances”), except for restrictions arising under the Securities Act or created by virtue of this Agreement, and upon delivery and entry into the register of members of the Company will transfer to the Subscriber good and valid title to the Subscribed Shares.

 

(e)       Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will (i) violate any provision of the organizational documents of the Company or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Company is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an Encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which the Company is bound or to which any of the Company’s assets is subject. There is no action, suit or proceeding, pending or threatened against the Company that questions the validity of this Agreement or the right of the Company to enter into this Agreement or to consummate the transactions contemplated hereby.

 

(f)       Consents and Approvals. Neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby and thereby, nor the performance by the Company of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing Date.

 

ARTICLE III

 

MISCELLANEOUS

 

Section 3.1        Governing Law; Arbitration.  This Agreement shall be governed and interpreted in accordance with the laws of Hong Kong.  Any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination (“Dispute”) shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules then in force.  There shall be three arbitrators.  Each Party has the right to appoint one arbitrator and the third arbitrator shall be appointed by the Hong Kong International Arbitration Centre. The language to be used in the arbitration proceedings shall be English.  Each of the Parties irrevocably waives any immunity to jurisdiction to which it may be entitled or become entitled (including without limitation sovereign immunity, immunity to pre-award attachment, post-award attachment or otherwise) in any arbitration proceedings and/or enforcement proceedings against it arising out of or based on this Agreement or the transactions contemplated hereby.

 

Section 3.2        Amendment. This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

 

Section 3.3        Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, each of the Company and the Subscriber and their respective heirs, successors and permitted assigns and legal representatives.

 

Section 3.4        Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Subscriber without the express written consent of the other Party, except that the Subscriber may assign all or any part of his rights and obligations hereunder to any affiliate controlled by the Subscriber without the consent of the Company, provided that no such assignment shall relieve the Subscriber of its obligations hereunder if such assignee does not perform such obligations. Any purported assignment in violation of the foregoing sentence shall be null and void.

 

Section 3.5        Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.

 

Section 3.6        Severability. If any provisions of this Agreement shall be adjudicated to be illegal, invalid or unenforceable in any action or proceeding whether in its entirety or in any portion, then such provision shall be deemed amended, if possible, or deleted, as the case may be, from the Agreement in order to render the remainder of the Agreement and any provision thereof both valid and enforceable, and all other provisions hereof shall be given effect separately therefrom and shall not be affected thereby.

 

Section 3.7        Execution in Counterparts.  For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

 

 

	COMPANY:
	500.COM LIMITED
	By:	/s/ YU Bo
		Name:	YU Bo
		Title:	Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Share Subscription Agreement]

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

 

 

	SUBSCRIBER:
	GOOD LUCK CAPITAL LIMITED
	By:	/s/ LAW Man San Vincent
		Name:	LAW Man San Vincent
		Title:	Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Share Subscription Agreement]

 

EXHIBIT A

 

Class A Preference Shares

 

1.

Class A Preference Shares are entitled to no economic right and no right to dividend or any other distribution of the Company (except a right to the return of par value of US$0.00005 per share on a winding up of the Company pari passu with the Company’s Class A Ordinary Shares).

 

2.

Class A Preference Shares are not convertible into the Company’s Class A Ordinary Shares or Class B Ordinary Shares.

 

3.

If Good Luck ceases to be controlled by a member of the board of director of the Company, the Company shall be entitled to redeem the Class A Preference Shares at the original subscription price.

 

4.

Special voting rights:

 

(i)

Class A Preference Shares are entitled to vote on all matters submitted to a general meeting of the Company.  Each Class A Preference Share is entitled to 10,000 votes initially.  When Good Luck Capital Limited (“Good Luck”) sells or otherwise transfers any number of Ordinary Shares to a third party which is not an affiliate of Good Luck, the number of votes that each Class A Preference Share is entitled to shall be reduced by a ratio that equals to the number of Ordinary Shares sold or transferred divided by 85,572,9631.  For illustration purpose, if Good Luck sells 10,000,000 Ordinary Shares, each Class A Preference Shares shall be entitled to 8,831 votes (being the result of 10,000 x (1 - 10,000,000 / 85,572,963)).

 

(ii)

On any resolution to elect a Director where the nominee is a person holding executive office in the Company, then if a majority of the votes cast by the holders of the Ordinary Shares is against the appointment of such nominee, then the votes attaching to the Class A Preference Shares on such resolution shall not be counted and the Class A Preference Shares shall be disenfranchised on such resolution in this circumstance.

 

(iii)

For all matters that are required to be subject to shareholder approval under New York Stock Exchange Rule 312, Good Luck shall vote Class A Preference Shares in accordance with the Company board’s recommendation to the extent the board determines to submit any such matter to a general meeting of the Company to seek shareholder approval.

 

(iv)

If Good Luck transfers the Class A Preference Shares to a third party which is not an affiliate of Good Luck, or when Good Luck ceases to be controlled by any person holding executive office in or being a member of the board of director of the Company, Class A Preference Shares shall cease to have any voting right.

 

(v)

Determination as to whether an entity is an “affiliate” of Good Luck or is controlled by any person holding executive office in the Company shall be made in accordance with the definition of “affiliate” under relevant US securities law and rules promulgated thereunder as well as related cases.

 

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1  Represent the number of ordinary shares of the Company held by Good Luck as of the date hereof.

 

 

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