SHENZHEN, China, April 5, 2021 /PRNewswire/ -- 500.com
Limited (NYSE: WBAI) ("500.com" or the
"Company"), a cryptocurrency mining enterprise, today
announced that it has entered into a share exchange agreement
("Share Exchange Agreement") with shareholders (the "Selling
Shareholders") of Bee Computing (HK) Limited ("Bee
Computing"). Pursuant to the Share Exchange Agreement, the Company
expects to issue an aggregate of 45,825,530 of its Class A ordinary
shares valued at US$2.182 per share,
corresponding to US$21.82 per
American Depositary Share ("ADS") (based on the ratio of ten
ordinary shares per ADS), representing a consideration of
US$100 million in aggregate, to the
Selling Shareholders and research and development team members, in
exchange for the total issued share capital of Bee Computing. The
45,825,530 Class A ordinary shares represent approximately 8.18% of
the Company's total outstanding share capital as of March 31, 2021. The price of US$21.82 per ADS is based on the volume weighted
average price of the twenty trading days prior to the date of the
Share Exchange Agreement. This transaction is subject to the
completion of certain conditions precedent to the closing of the
transaction, including Bee Computing's satisfactory completion of
certain reorganization steps and other required closing conditions.
There can be no assurance that the closing conditions will be
satisfied, or that the proposed transaction will be
consummated.
Pursuant the Share Exchange Agreement, the Company shall,
subject to customary conditions, issue at the first closing an
aggregate of 16,038,930, or US$35
million worth, of its Class A ordinary shares to the Selling
Shareholders. The first closing is expected to occur in the second
quarter of 2021. Subject to satisfaction of the following
milestones, the Company shall issue at the subsequent closing an
aggregate of 29,786,600, or US$65
million worth, of its Class A ordinary shares to Selling
Shareholders and research and development team members:
- Continuous mass-production of Bitcoin mining machines
incorporated with 7-nanometer application specific integrated
circuits ("ASICs");
- Development and mass-production of new generation of Bitcoin
mining machines incorporated with 7-nanometer ASICs;
- Successful development of high-performance and mass-producible
ETH ASIC mining machines;
- Successful development of high-performance and mass-producible
LTC ASIC mining machines.
The Company's Class A ordinary shares issued pursuant to the
Share Exchange Agreement shall be subject to an agreed lock-up
period.
Bee Computing was established in 2018 and specializes in the
development and manufacture of cryptocurrency mining chips and
mining machines for different cryptocurrencies, including BTC,
ETH and LRC. Bee Computing has invested more than
US$35 million in research and
development since its inception. In 2019, Bee Computing
launched a Bitcoin mining machine incorporating 7-nanometer ASICs
co-developed with MediaTek Inc., the largest IC design company
in Asia, manufactured by Taiwan
Semiconductor Manufacturing Company, the world's leading
third-party foundry, and tested and packaged by ASE Technology
Holding Co., Ltd., the world's largest semiconductor testing
company, who is also a major investor of Bee Computing.
The Company purchased Bee Computing's bitcoin mining machines
incorporating 7-nanometer ASICs on February
2, 2021, and the mining machines are expected to be
delivered by the end of April 2021.
The company plans to invest no less than US$30 million in Bee Computing to develop
cryptocurrency mining chips and mining machines after first
closing.
Appointment of Director and Initiative to Enhance
Shareholding Structure
Since the Company announced its strategic transformation and its
new management team on December 21,
2020, the Company's business has undergone drastic changes,
including (i) entering into multiple agreements with a number of
companies to acquire second-hand and new cryptocurrency mining
machines to mine for both Bitcoin and Ethereum; (ii) taking control
of a 435MW power capacity hydropower mine, by acquiring a
controlling stake in Loto Interactive Limited (HKEX: 08198); and
(iii) entering into a share exchange agreement with Bitdeer
Technologies Holding Company, a company controlled by one of the
founders of BTC.com, to acquire its entire mining pool business,
including the domain name BTC.com and its cryptocurrency
wallet.
In just three months, the Company has completed a radical
transformation of its business to become a cryptocurrency mining
enterprise. By diversifying the Company's revenue streams, it has
largely expanded its potential, business longevity, and ultimately
the value proposition to its shareholders.
These achievements would not have been possible without the
assistance of the Company's original founder, Mr. Man San Vincent Law. After the completion
of the abovementioned transactions, the Company's currently
shareholding structure is relatively dispersed. In light of
this, the Company has been exploring possible ways permitted under
applicable laws and the Company's articles of association to ensure
the stability of the Company's corporate governance and long-term
development of its businesses. As a result, the Company's Board of
Directors has appointed Mr. Man San Vincent
Law as its Executive Director, effective as of April 5, 2021, and authorized the Company to
issue 65,000 Class A preference shares (the "Preference Shares") at
US$1.0 per share, for a total
consideration of US$65,000, to Good
Luck Capital Limited ("Good Luck"), a company wholly-owned by Mr.
Law. Following the issuance of the Preference Shares, Mr.
Man San Vincent Law's aggregate
voting power increased from approximately 17.66% to approximately
60.28% (based on the Company's total outstanding share capital as
of March 31, 2021 and assuming
issuance of all shares under the Share Exchange Agreement). The
following is a summary of the key terms associated with the
Preference Shares.
- The voting power of each Preference Share is equal to that of
10,000 Class A ordinary shares of the Company, subject to
proportional reduction commensurate with the number of Class A
ordinary shares beneficial owned by Good Luck;
- The Preference Shares cannot be converted into Class A ordinary
shares, Class B ordinary shares, or ADRs;
- The Preference Shares are not entitled to receive
dividends;
- If Good Luck transfers the 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 and
- If Mr. Law ceases to serve as adirector of the Company, the
Company shall be entitled to redeem the Class A Preference Shares
at the original subscription price.
Mr. Man San Vincent Law is a
major founder of the Company. He has served as a Senior Adviser of
Loto Interactive Limited since 2017. From 2001 to 2015, Mr. Law
served as the Company's chief executive officer and was chairman of
the board of directors from 2001 to 2017. In 2001, Mr. Law founded
E-Sun Network Co., Ltd. and became one of the pioneers in opening
China's online lottery service
market, committed to developing innovative online products and
solutions. Mr. Law received a bachelor's degree from Wuhan University in 1990 and an administrative
master's degree in business administration from Cheung Kong
Graduate School of Business in 2009.
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 was also an 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.
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:
Brandi Piacente
Tel: +1 (212) 481-2050
Email: 500@tpg-ir.com
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SOURCE 500.com Limited