UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

COMMODITY FUTURES TRADI_NG 

COMMISSION, 

Plaintiff, 

v. 

CHANGPENG ZHAO, BINANCE HOLDINGS 

LIMITED, BINANCE HOLDINGS (IE) 

LIMITED, BINANCE (SERVICES) HOLDING 

LIMITED and SAMUEL LIM, 

Defendants. 

CIVIL ACTION NO: 1 :23-cv-01887 

Hon. Manish S. Shah 

CONSENT ORDER FOR PERMANENT INJUNCTION, 

CIVIL MONETARY PENALTY, AND OTHER EQUITABLE RELIEF 

AGAINST DEFENDANTS CHANGPENG ZHAO, BINANCE HOLDINGS LIMITED, 

BINANCE HOLDINGS (IE) LIMITED, ANDBINANCE (SERVICES) HOLDING 

LIMITED

I. INTRODUCTION

On March 27, 2023, Plaintiff Commodity Futures Trading Commission ("Commission" 

or "CFTC") filed a Complaint against Defendants Changpeng Zhao ("Zhao"); Binance Holdings 

Limited ("Binance Holdings"), Binance Holdings (IE) Limited ("Binance IE"), and Binance 

(Services) Holdings Limited ("Binance Services") (collectively "Binance Entity Defendants" or 

"Binance"); and Samuel Lim ("Lim") (collectively "Defendants") seeking injunctive and other 

equitable relief, as well as the imposition of civil penalties, for violations of the C�mmodity 

Exchange Act ("Act"), 7 U.S.C. §§ 1-26, and the Commission's Regulations ("Regulations") 

promulgated thereunder, 17 C.F .R. pts. 1-190 (2022). 

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ll. CONSENTS AND AGREEMENTS 

To effect settlement of all charges alleged in the Complaint against Defendants Zhao and 

the Binance Entity Defendants without a trial on the merits or any further judicial proceedings, 

Zhao and the Binance Entity Defendants: 

1. Consent to the entry of this Consent Order for Permanent Injunction, Civil • 

Monetary Penalty, and Other Equitable Relief Against Defendants Changpeng Zhao, Binance 

Holdings Limited, Binance (IE) Limited, and Binance (Services) Holdings Limited ("Consent 

Order"); 

2. Affirm that they have read and agreed to this Consent Order voluntarily, and that 

no promise, other than as specifically contained herein, or threat, has been made by the 

Commission or any member, officer, agent, or representative thereof, or by any other person, to 

induce consent to this Consent Order; 

3. Acknowledge service of the ~ummons and Complaint; 

4. Admit the jurisdiction of this Court over them for purposes of this settlement and 

the subject matter of this action pursuant to Seciion 6c of the Act, 7 U .S.C. § I 3a-l; 

5. • Admit the jurisdiction of the Commission over the conduct and transactions at 

issue in this action pursuant to the Act; 

6. Admit that venue.properly lies with this Court pursuant to 7 U.S.C. § l3a-I(e); 

7. Waive: 

(a) Any and all claims that they may possess under the Equal Access to Justice 

Act, 5 U.S.C. § 504 and 28 U.S.C. § 2412, and/or the rules promulgated by 

the Commission in conformity therewith, Part 148 of the Regulations, 

17 C.F.R. pt. 148 (2022), relating to, or arising from, this action; 

(b) Any and all claims that they may possess under the Small Business 

Regulatory Enforcement Fairness Act of 1996, Pub. L. No. 104-121, tit II, 

§§ 201-253, 110 Stat. 847, 857-74 (codified as amended at 28 U.S.C. § 2412 

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and in scattered sections of S U.S.C. and JS U.S.C.), relating to, or·arising 

from, this action; 

(c) Any claim of Double Jeopardy based upon the institution of this action or the 

entry in this action of any order imposing a civil monetary penalty or any 

other relief, including this Consent Order; and 

(d) Any and all rights of appeal from this action; 

8. Acknowledge that the Commission is the prevailing party in this action for 

purposes of the waiver of any and all rights under the Equal Access to Justice Act and the Small 

Business Regulatory Enforcement Fairness Act of 1996 specifi~d in subparts (a) and (b) of 

paragraph 7 above; 

9. Consent to the continued jurisdiction of this Court over them for the purpose of 

implementing and enforcing the tenns and conditions of this Consent Order and for any other 

purpose relevant to this action, even if Defendant Zhao and/or the Binance Entity Defendants 

now or in the future reside outside the jurisdiction of this Court; 

10. Agree they will not oppose enforcement of this Consent Order on the grounds, if 

any exist, that it fails to comply with Rule 6S(d) of the Federal Rules of Civil Procedure and 

hereby waive any objection based thereon; 

11. Agree that neither they nor any of their agents or employees under their authority 

or control shall take any action or make any public statement, including any statement on social 

media: (i) denying, directly or indirectly, any allegations in the Complaint and/or the Findings of 

Fact or Conclusions of Law in this Consent Order, or (ii) creating or tending to create the 

impression that the Corpplaint and/or this Consent Order is without a factual basis; provided, 

however, that nothing in this provision shall affect Zhao's, the Binanc~ Entity Defendants' 

and/or their successors', assigns', agents'· and/or employees': (a) testin:ionial obligations, or 

(b) right to take positions in other proceedings to which the Commission is not a party; 

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Defendant Zhao and the Binance Entity Defendants shall comply with this agreement and shall 

undertake all steps necessary to ensure that all of their successors, assigns, agents and/or 

employees under their authority or control understand and comply with this agreement; 

12. Admit: (i) as to the Binance Entity Defendants, all facts admitted in the Plea 

Agreement ofBinance Holdings Limited with the United States Department of Justice ("DOJ") 

and in the related action by the Financial Crimes Enforcement Network ("FinCEN"); (ii) as to 

Defendant Zhao, all facts admitted in his Plea Agreement with the DOJ; and (iii) the allegations 

in paragraphs 11 and 12 of the Complaint as they relate to jurisdiction and venue as stated in 

paragraphs 4-6 above; 

13. Consent to the entry of this Consept Order without otherwise admitting or 

denying the allegations of the Complaint or any findings of fact or conclusions of law in this 

Consent Order, except as set forth in paragraph 12, above; 

14. Consent to the use of the findings and conclusions in this Consent Order in this 

proceeding and in any other proceeding brought by the Commission or to which the Commission 

is a party or claimant, and agree that they shall be taken as true and correct and be given 

preclusive effect therein, without further proof; 

15. Do not consent, however, to the use of this Consent Order, or the findings and 

conclusions herein, as the sole basis for any other proceeding brought by the Commission or to 

which the Commission is a party, other than: a proceeding in bankruptcy or receivership; a 

proceeding regarding Commission registration or statutory disqualification; or a proceeding to 

enforce the terms of this Consent Ord~r; 

16. Do not consent to the use of this Consent Order, or the findings or conclusions 

herein, by any other party in any other proceeding; and 

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17. Agree that no provision of this Consent Order shall in any way limit or impair the 

ability of any other person or entity to seek legal or equitable remedy against Defendant Zhao or 

the Binance Entity Defendants in any other proceeding. 

In entering into this Consent Order, the Commission acknowledges Binance's 

representations concerning its remediation, undertaken at Defendant Zhao's direction, as 

described below in paragraphs 52 and 53. 

III. FINDINGS OF FACT AND CONCLUSIONS OF LAW 

The Court, being fu_lly advised in the premises, finds that there is good cause for the entry 

of this Consent Order and that there is no just reason for delay. The Court therefore directs the 

entry of the following Findings of Fact, Conclusions of Law, pennanent injunction and equitable 

relief pursuant to Section 6c of the Act, 7 U.S.C. § 13a-l, as sel forth herein. The findings and 

conclusions in this C(?nsent Order are not binding OQ any other party to this action. 

THE COURT HEREBY FINDS: 

A. Findings of Fact 

The Parties to this Consent Order 

• 18.. Plaintiff Commodity Futures Trading_ Commission is an independent federal 

regulatory agency that is charged by Congress with administering and enforcing the Act and the 

Regulations. 

. 19. Defendant Changpeng Zhao has been at all relevant times the Chief Executive 

Officer ("CEO") of Binance. Zhao launched Binance in 2017 and has ultimately controlled all of 

Binance's business activities. Zhao is a Canadian citizen who currently resides in the United 

Arab Emirates. Zhao has directly or indirectly owned the scores of entities that collectively 

operate the Binance platform, including the Binance Entity Defendants. Zhao has never been 

registered with the Commission in any capacity. 

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20. Defendant Binance Holdings Limited is incorporated in the Cayman Islands and 

directly or indirectly owned by Zhao. Binance Holdings has held intellectual property for 

Binance, including trademarks and domain names, and has employed at least certain individuals 

who perform work for or on behalf of the Binance platform. Binance Holdings has never been 

registered wit1' the Commission in any capacity. 

21. Defendant Binance Holdings (IE) Limited is incorporated in Ireland and directly 

or indirectly owned by Zhao. Binance IE is a holding company that has directly or indirectly 

owned at least 24 corporate entities that have acted as Binance's digital asset ~nd virtual asset 

service providers in a variety of jurisdictions and held Binance's non-U.S. regulatory licenses. 

Binance IE has never been registered with the Commission in any capacity. 

22. Defendant Binance (Services) Holdings Limited is incorporated in Ireland and 

directly or indirectly owned by Zhao. Binance Services is a holding company that has directly or 

indirectly owned at least 43 different corporate entities, including companies that conduct 

technology and operations services for Binance, hold the intellectual property related to 

Binarice's matching engines and financial products, and enter into contracts with vendors. 

Binance Services owns Binance Holdings. Binance Services has never been registered with the 

Commission in any capacity. 

The Binance Trading Platform 

23. Binance is the world's largest centralized digital asset exchange. From at least 

July 2019 to March 27, 2023 (the "Relevant Period"), Zhao has directly or indirectly owned and 

controlled dozens of corporate entities incorporated in numerous jurisdictions around the world, 

including the Binance Entity Defendants, that operate the Binance platform as a common 

enterprise. At times, at least certain of those entities, including Binance Holdings, Binance IE, 

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and Binance Services have commingled funds, relied on shared technical infrastructure, and 

engaged in activities to collectively advertise and promote the Binance brand. 

24. Binance's reliance on a maze of corporate entities to operate the Binance platform 

is deliberate; it is designed to obscure the ownership, control, and location of the Binance 

platform. 

25. As founder and CEO ofBinance, Zhao has been responsible for all major strategic 

decisions, business development, and management of the Binance enterprise. Zhao has been 

responsible for directing and overseeing the creation and operation ofBinance's trade matching 

engines, website, application programming interface ("API.,) functionalities, and order entry 

system. Throughout the Relevant Period, Zhao was ultimately responsible for evaluating the 

legal and regulatory risks associated with Binance's business activities. 

Products 

26. Beginning no later than July 2019, Binance, under Zhao's direction and control, 

began offering digital asset derivative products, including futures, options, swaps, and/or 

leveraged retail commodity transactions in bitcoin (BT9, ether (ETH), litecoin (LTC), and other 

digital assets that are commodities as defined under Section la{9) of the Act, 7 U.S.C. § la(9). 

Throughout the Relevant Period, Binance solicited and accepted orders, accepted property to 

margin, and operated a facility for the trading of futures, options, swaps, and leveraged retail 

commodity transactions involving digital ass~ts that are commodities. 

27. Beginning in July 2019, Binance offered leverage to retail customers (that is, non 

eligible contract participants ("ECPs") within the meaning of Section la(l 8) of the Act, 7 U.S.C. 

§ 1 a( 18)) trading in its spot markets, which generally include its markets for BTC, ETH, and 

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other digital assets. These leveraged transactions do not result in actual delivery of the digital. 

asset within 28 days of the transaction. 

28. Beginning in April 2020, Binance offered a product called "Binance Options." 

29. During the Relevant Period, Binance also offered two categories of digital asset 

derivatives that it calls "futures"-one category, called quarterly futures, is composed of 

contracts that_have pre-determined expiration dates while the other categ~ry, called perpetual 

contracts or simply "perpetuals", is composed of contracts that do not have an ·expiration date. 

Binance began offering quarterly futures in or around September 2019. Binance's quarterly 

futures are futures contracts. Binance has offered perpetual contracts since at least September 

2019. Binance's perpetuals are swaps. 

Binance Solicited U.S. Customers 

30. During the Relevant Perioq, Binance actively solicited customers in the United 

States, including commercially important "VIP" institutional customers, while failing to 

. implement an e~'7tive Anti-Money Laundering ("AML") program as required by U.S. law. As 

part of this active solicitation, Binance also enlisted U.S. residents to act as "Binance Angels" to 

solicit and interact with U.S. customers and hosted networking and social events in the United 

States. Further, at Zhao's instruction, Binance's officers, agents and employees used 

communication applications with auto-delete functionality enabled to communicate concerning 

U.S. customers. 

31. Throughout the Relevant Period, Binance made money by charging its customers 

transa.ction fees for trades on its platform. Binance monitored its sources of transaction volume 

and fee-based revenue as a matter of course in conducting its operations~ Thus, Zhao and the 

Binance Entity Defendants were aware that a meaningful percentage ofBinance's billions of 

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dollars in revenue was derived from digital asset derivative transactions entered into by U.S. 

customers. 

Binance Implemented Superficial, Ineffective, Compliance Controls and Instructed 

U.S. Customers to Circumvent Its Compliance Controls 

32. For approximately the first two years of its operations, Binance did not take any 

steps to limit or restrict the ability of U.S. customers to trade on the platform. 

33. In June 2019, Binance updated its Terms of Use to state for the first time that 

"Binance is unable to provide services to any U.S. person." According to periodic revenue 

reports 'prepared for and sent to Zhao every month, however, as of January 2020 approximately 

19.9% ofBinance's customers were located in the United States, and as of June 2020-about a 

year after Binance amended its Terms of Use-approximately 17.8% of Binance's customers 

were located in the United States. The U.S. user presence persisted because, as set forth below, 

Zhao and Binance deliberately allowed U.S. Customers to circumvent their superficial controls 

and purported "Know Your Customer" ("KYC") program. 

34. For example, after Binance began to purportedly restrict access to its platfonn 

from certain jurisdictions in mid-2019, it left open a loophole for customers to sign up, deposit 

assets, trade, and make withdrawals without submitting to any KYC procedures as long as the 

customer withdrew less than the value of two BTC in one day. 

35. Then, in September 2019, Binance claimed it had begun to block customers based 

on their internet protocol ("IP") address. In reality, Binance simply added a pop-up window on 

its website that appeared when customers attempted to log in from an IP address associated with 

the United States. The pop-up did not block customers from logging in to their account, 

depositing assets, or trading on the platform, it just asked them to self-certify that they were not a 

U.S. person before accessing the platform by clicking a button on the pop-up. Binance knew that 

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U.S. customers continued to comprise a substantial proportion ofBinance's customer base even 

after September 2019 because, among other reasons, Binance's internal reporting told them so. 

36. In addition, at least as early as April 2019, Binance published a guide on the 

"Binance Academy" section of its website titled "A Beginner's Guide to VPNs." Binance's 

VPN guide explained to Binance customers that "[i]fyou want to be private about the websites 

you visit - and your location-you should use a VPN." Binance's VPN guide also hinted: "you 

might want to use a VPN to unlock sites that are restricted in your country." 

37. Further, at various times during the Relevant Period, Binance personnel assisted 

U.S. VIP customers to create "new" accounts using "new KYC" documentation in order to 

circumvent Binance's compliance controls. By October 2020, Binan_ce formalized its processes 

for instructing U.S. VIP customers on the best methods to evade Dinance's compliance controls 

in a corporate policy titled "VIP Handling." ~cting pursuant to the VIP Handling policy, 

Binance's VIP team would "coordinate the transfer" of the VIP customer's "Referral Bonuses, 

VIP level, Withdrawal Limits etc." to'the "new" account from the VIP customer's pre-existing 

account Thus, if the VIP team followed the VIP Handing policy correctly, from the customer's 

perspective nothing about its trading on Binance would be disrupted-the "new" account would 

be the same as the old account with the exception of the name of the accountholder. 

38. On August 20, 2021, Binance purported to put in place a KYC program, 

announcing that "all Binance users are required to verify their accounts," meaning that an new 

customers would be required to complete "Intermediate Verification" and provide a government 

issued identification evidencing their geographic location. Binance also announced that existing 

customers that had not yet completed Intermediate Verification would have their account 

changed to "withdrawal only" status by October 19, 2021. 

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39. Binance did not limit the ability of unverified customers to deposit funds and 

trade on the platform by October 19, 2021 as represented, however. Further, by February 2022, 

Binance had only verified the identities of approximately 30-40% of its, customers though KYC 

documentation. 

Binance Was Aware of U.S. Regulatory Requirement but Ignored Them 

40. Defendants have been aware that the CFTC regulatory regime applies to U.S. 

fin_ancial institutions such as futures commission merchants ("FCMs"), and exchanges such as 

designated contract markets ("DCMs"), swap execution facilities ("SEFs"), and foreign boards 

of trade ("FBOTs"), throughout the Relevant Period, but have made deliberate, strategic 

decisions to evade federal law. 

41. Internal messages among Zhao, Lim, and other Binance senior managers 

document that Binance was aware of the applicability of U.S. regulatory and legal requirements 

since its early days. 

Binance Knowingly Concealed the Presence of U.S. Customers 

42. Zhao directed Binance personnel to replace the "U.S." value for certain data fields 

in Binance's intenial database with the value "UNKWN." 

Binance Allowed U.S. Customers to Transact Through Brokers 

43. During the Relevant Period, Binance implemented a "broker program" and relieq 

on "prime brokers" to solicit and accept orders for Binance's digital asset derivatives from 

institutional customers, including those located in the United States. In violation of its own 

Terms of Use, Binance allowed at least two prime brokers to open "sub-accounts" that were not 

subject to Binance's KYC procedures. At various times during the Relevant Period, U.S. 

customers directly traded digital asset derivatives on the Binance platform through those socalled "sub-accounts." 

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Binance Allowed U.S. Customers to Transact Directly 

44. Trading Firms A, B, and C are quantitative trading firms and three ~xamples of 

U.S. customers that Binance allowed to transact directly on its platform. Trading Firms A, B, 

and C transacted through accounts in their own names, in the names of foreign-incorporated 

subsidiaries and/or through sub-accounts opened on their behalf by prime brokers. 

45. Trading Firm A is a Delaware limited liability company headquartered in 

Chicago, Illinois, and is majority owned by U.S. residents. Trading Firm A's executive 

management team works from its Chicago headquarters. During the Relevant Period, Trading 

Firm A conducted its trading activity on Binance through ~utomated trading strategies 

programmed into computer algorithms. These algorithms determine whether to place or cancel 

any orders based on instructions in their code. Trading Firm A's algorithms arc developed by 

quantitative technologists that work at Trading Finn A's Chicago headquarters, among other 

locations. Trading Firm A's computer code and its algorithms are owned by an Illinois limited 

. liability company that is a wholly-owned subsidiary of Trading Firm A. Trading Finn A has 

capitalized its trading activity on Binance and Trading Firm A's net trading revenue derived 

from its trading activity on Binance is consolidated into Trading Firm A's financial statements. 

46. During the Relevant Period, Trading Firm A transacted on the Binance platform 

in an account in its own name, in the name of a no~inee shell company, and through a subaccount opened on its behalf by a prime broker. 

47. Trading Firm Bis headquartered in New. York, incorporated in Delaware, and 

ultimately majority owned by U.S. residents. Numerous senior managers, including the 

individual who functions as Trading Firm B's CEO, have worked from Trading Firm B's New 

York headquarters. During the Relevant Period, Trading Firm B conducted its digital asset 

trading activity on Binance through a dedicated trading desk that utilizes automated trading 

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strategies programmed into computer algorithms developed by personnel at Trading Finn B's 

New York headquarters, among other locations. The computer code that builds Trading Finn 

B's algorithms is owned, directly or indirectly by Trading Firm B. Trading Firm B has at all 

times capitalized Trading Firm B's trading activity on Binance and the net trading revenue 

derived from its trading activity on Binance has been consolidated into Trading Finn B's 

financial statements. 

48. During the Relevant Period, Trading Finn B transacted on the Binance platfonn 

through a personal account and also through a nominee shell company organized under the law 

of Jersey. 

49. Trading Finn C is headquartered and incorporated in New York and majority 

owned by U.S. residents. Members of Trading Firm C's senior management team, including its 

CEO and CIO are New York-based. During the Relevant Period, Trading Firm C conducted its 

trading activity on Binance through automated trading strategies that use tailor-made computer 

algorithms. Development of Trading Firm C's algorithms used for trading on Binance occurs in 

the United States and in other locations. Trading Firm C conducts its trading activity on Binance 

through at least I 5 independent trading teams, including teams based in and managed from New 

York. Trading Finn C's net trading revenue derived from its trading activity on Binance is 

consolidated into the financial statements of Trading Firm.C's commonly-owned Delawareincorporated affiliate and combined into Trading Firm C's financial statements. 

50. During the Relevant Period, Trading Firm C transacted on the Binance platfonn 

through two accounts opened in the names of foreign-incorporated subsidiaries. 

51. Zhao and other members of Binance 's senior management failed to properly 

supervise Binance's activities during the Relevant Period and actively facilitated violations of 

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U.S. law, including by assisting ·and instructing customers located in the United States to evade 

the compliance controls Binance purported to implement to prevent and detect violations of U.S. 

law, by allowing customers that had not submitted proof of their identity and location to trade on 

the platform in violation ofBinance's own Terms of Service, and by directing VIP customers 

with ultimate beneficial owne~, key employees who control trading decisions, trading 

algorithms, and other assets all located in the United States to open Binance a~counts under the 

name of newly incorporated shell companies to evade Binance's compliance controls. 

Binance and Zhao's Representations Relating to Remedial Measures 

52. The Binance Entity Defendants and Defendant Zhao represent that, at Defendant 

Zhao's direction, Binance commenced substantial remedial action to improve their compliance 

controls and policies, including taking steps to ensure that its policies are uniformly and 

• accurately applied to all customers·and accounts. In particular, the Binance Entity Defendants 

and Defendant Zhao represent that, subsequent to the filing of the Complaint, Binance, at Zhao's 

direction, has implemented c~mprehensive controls to identify potential U.S. customers and 

prevent the on boarding of customers, and opening of accounts and sub-accounts, with a U.S. 

nexus. 

53. Prior to the filing of the Complaint, Binance began developing the Nationality of 

Business Entities Checklist ("NBEC"), the most recent version of which is published on 

Binance's website. The Binance Entity Defendants and Defendant Zhao represent that the 

NBEC implements Binance's compliance policies that prohibit U.S. persons as applied to 

business entities from onboarding to the Binance platform. The Binance E'1tity Defend~ts and 

Defendant Zhao further represent that Binance continues to implement and further enhimce 

significant corporate governance changes begun prior to the filing of the Complaint, and remains 

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committed to investing significant financial resources to build and maintain a robust compliance 

program. 

B. Conclusions of Law 

Jurisdiction and Venue 

54. This Court possesses jurisdiction over this action pursuant to 28 U.S.C. § 133 I . 

(codifying federal q~estion jurisdiction) and 28 U.S.C. § 1345 (providing that U.S. district courts 

have original jurisdiction over civil actions commenced by the United States or by any agency 

expressly authorized to sue by Act of Congress). Section 6c(a) of the Act, 7 U.S.C. § 13a-l(a), 

provides that the Commission may bring actions for injunctive relief or to enforce compliance 

with the Act or any rule, regulation, or order thereunder in the proper district court of the United 

States whenever it shall appear to the Commission that any person has engaged, is engaging, or 

is about to engage in any act or practice constituting a violation of any provision of the Act or 

any rule, regulation, or order thereunder. 

55. Venue properly lies with this Court pursuant to 7 U.S.C. § 13a-l(e), because acts 

and practices in violation of the Act occurred within this District. 

Count I- Binance's Execution of Futures Transactions on an Unregistered Board of 

Trade 

56. At various times during the Relevant Period, by the conduct described above and 

in the Com_plaint, Defendants Binance Holdings, Binance IE, and Binance Services, all acting as 

a common enterprise and collectively doing business as Binance, and through their officers, 

employees, and agents, including without limitation Defendant Zhao, offered, entered into, and 

confirmed the execution of leveraged retail commodity transactions, and contracts for the 

purchase or sale of digital assets that are commodities for future delivery; and conducted an 

office or business in the U.S. for the purpose of soliciting or accepting any order for, or 

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otherwise dealing in, any transaction in, or in connection with, leveraged retail commodity 

transactions or contracts for the purchase or sale of digital assets that are commodities for future 

delivery without conducting its futures transactions on or subject to the rules of a board of trade 

designated or registered by the CFTC as a contract market and thereby violated Section 4(a) of 

the Act, 7 U.S.C. § 6(a). 

57. At other times during the Relevant Period, Defendants Binance Holdings, Binance 

IE, and Binance Services, all acting as a common enterprise and doing business as Bjnance, and 

through their officers, employees, and ag~nts including without limitation Zhao, violated Section 

4(b) of the Act, 7 U.S.C. § 6(b), and Regulation'48.3, 17 C,F.R. § 48.3 (2022), by pennitting 

direct access to its electronic trading and order matching system without obtaining an Order of 

Registration for a foreign board of trade from the Commission. 

58. Throughout the Relevant Period, Zhao directly or indirectly controlled Binance 

and did not act in good faith and/or knowingly induced, directly or indirectly, the acts 

constituting Binance's violations of7 U.S.C. §§ 6(a) and 6(b) and 17 C.F.R. § 48.3, and thus 

Zhao is liable for Binance's violations as a control person pursuant to Section 13(b) of the Act, 

7 U.S.C. § 13c(b). 

Count II - Binance's Illegal Off-Exchange Commodity Options 

59. By the conduct described above and in the Complaint, Defendants Binance 

Holdings, Binance IE, and Binance Services, all acting as a common enterprise and collectively 

doing business as Binance, and through their officers, employees, and agents, including without 

limitation Zhao, offered to enter into, entered into, and confirmed the execution of, maintained 

positions in, or otherwise conducted activities relating to commodity option transactions in 

interstate commerce that were not executed on any registered board of trade and thus violated 

Section 4c(b) of the Act, 7 U.S.C. § 6c(b), and Regulation 32.2, 17 C.F.R. § 32.2 (2022). 

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60. Throughout the Relevant Period, Zhao directly or indirectly controlled Binance 

and did not act in good faith and/or knowingly induced, directly or indirectly, the acts 

constituting Binance's violations of7 U.S.C. § 6c(b) ai:id 17 C.F.R. § 32.2, and thus Zhao is 

liable for Binance's violations as a control person pursuant to 7 U.S.C. § 13c(b). 

Count III - Binance's Failure to Register as a Futures Commission Merchant 

61. By the conduct described above and in the Complaint, Defei:idants Binance 

Holdings, Binance IE, and Binance Services, all acting as a common enterprise and collectively 

doing business as Binance, and through their officers, employees, and agents, including without 

limitation Zhao, operated as an FCM by soliciting and accepting orders for the purchase or sale 

of commodities for future delivery, swaps, and leveraged retail commodity transactions, and/or 

by acting as a countcrparty in such transactions; and, in connection with these activities, 

accepting money, securities, or property (or extending credit in lieu thereof) to margin, 

guarantee, or secure resulting trades on the Binance platform and thus violated Section 4d of the 

Act, 7 U.S.C. § 6d. 

62. Throughout the Relevant Period, Zhao directly or indirectly controlled Binance 

and did not act in good faith and/or knowingly induced, directly or indirectly, the acts • 

constituting Binance's violations of 7 U.S.C. § 6d, and thus Zhao is liable for Binance's 

violations as a control person pursuant to 7 U.S.C. § 13c(b). 

Count IV - Binance's Failure to Register as a Designated Contract Market or Swap 

Execu~on Facility 

63. By the conduct described above and in the Complaint, Defendants Binance 

Holdings, Binance IE, and Binance Services, all acting as a common e!}terprise and doing 

business as Binance, and through their officers, employees, and agents, including without 

limitation Zhao, operated a trading system or platform in which more than on~ market participant 

17 

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has the ability to execute or trade swaps with more than one other market participant on the 

system or platform, including the trading or processing of swaps on digital assets that are 

commodities without being registered as a DCM or SEF and thus violated Section Sh(a)(l) of the 

Act, 7 U.S.C. § 7b-3(1), and Regulation 37.3(a)(l), 17 C.F.R. § 37.3(a)(l) (2022). 

64. Throughout the Relevant Period, Zhao directly or indirectly controlled Binance 

and did not act in good faith and/or knowingly induced, directly or indirectly, the acts 

constituting Binance's violations of 7 U.S.C. § 7b-3(1) and J 7 C.F.R. § 37.3(a)(l), and thus Zhao 

is liable for Binance's violations as a control person pursuant to 7 U.S.C. § 13c(b). 

Count V - Binance's Failure to Diligently Supervise 

65. By the conduct described above and in the Complaint, Defendants Binance 

Holdings, Binance IE, and Binance Services, aJI acting as a common enterprise and doing 

business as Binance, and through their officers, employees, and agents, including without 

limitation Zhao, while acting as an FCM employed an inadequate supervisory system and failed 

to diligently perform their supervisory duties, including by: (i) failing to implement an effective 

Customer Identification Program; (ii) failing to implement effective KYC procedures; 

(iii) failing to implement effective AML procedures; (iv) failing to ensure that its partners, 

officers, employees, and agents, lawfully and appropriately handled all commodity interest 

accounts at Binance; (v) purposefully instructing customers to evade compliance controls; and, 

(vi) intentionaJly destroying documents related to illegal conduct, and thus violated Regulation 

166.3, 17 C.F.R. § 166.3 (2022). 

66. Througllout the Relevant Period, Zhao directly or indirectly controlled Binance 

and did not act in good faith and/or knowingly induced, directly or indirectly, the acts 

constituting Binance's violations of 17 C.F.R. § 166.3, and thus Zhao is liable for Binance's 

violations as a control person pursuant to 7 U.S.C. § 13c(b). 

18 

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Count VI - Binancc's Failure to Implement Customer Identification Program, and 

Failure to Implement Know Your Customer and Anti-Money Laundering 

Procedures 

67. By the conduct described above and in the Complaint Defendants Binance 

Holdings, Binance IE, and Binance Services, all acting as a common enterprise and doing 

business as Binance; and through their officers, employees, and agents, including without 

limitation Zhao, failed to implement a Customer Identification Program, KYC policies and 

procedures; an AML program, failed to retain required customer information, and failed to 

implement procedures to determine whether a customer appears on lists of known or suspected 

terrorists or terrorist organizations such as those issued by the U.S. Department of the Treasury's 

Office of Foreign Assets Control ("OFAC") and thus violated Regulation 42.2, 17 C.F.R. § 42.2 

(2022). 

68. Throughout the Relevant Period, Zhao directly or indirectly controlled Binance 

and did not act in good faith and/or knowingly induced, directly or indirectly, the acts 

constituting Binance's violations of 17 C.F.R. § 42.2, and thus Zhao is liable for Binance's 

violations as a control person pursuant to 7 U.S.C. § 13c(b). 

Count VII - Zhao and Binance Evasion 

69. By the conduct described above and in the Complaint, Defendant Zhao, as well as 

Defendants Binance Holdings, Binance IE, and Binance Services, all acting as a common 

enterprise and doing business as Binance, and through their officers, employees, and agents, 

including without limitation Zhao, c~nducting activities outside the United States, including 

entering into agreements, contracts, and transactions and structuring entities, willfully evaded or 

attempted to evade provisions of the Act, as enacted by Subtitle A of the Wall Street 

Transparency and Accountability Act of 2010, or the rules, regulations, and orders of the 

19 

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Commission promulgated thereunder, and thus violated Regulation l.6(a), 17 C.F.R. § l.6(a) 

(2022). 

IV. PERMANENT INJUNCTION 

IT IS HEREBY ORDERED THAT: 

70. Based upon and in connection with the foregoing conduct, pursuant to Section 6c 

of the Act, 7 U.S.C. § 13a-l, Defendants Changpeng Zhao, Binance Holdings Limited, Binance 

Holdings (IE), and Binance (Services) Holdings Limited, and their successors or assigns are 

permanently restrained, enjoined and prohibited from directly or indirectly: 

a. offering to enter into, entering into, or confirming the execution of transactions 

• described in Section 2(c)(2)(D)(i) of the Act, 7 U.S.C. § 2(c)(2)(D)(i) (leveraged 

retail commodity transactions), or contracts for the pu~chase or sale of digital assets 

that are commodities for future delivery, and conducting an office or business. in the 

U.S. for the purpose of soliciting, or accepting any order for, or otherwise dealing in, 

.any transaction in, or i~ coMection with, leveraged retail commodity transactions or 

contracts for the purchase or sale of digital assets that are commodities for. future 

delivery, in violation of Section 4(a) of the Act, 7 U.S.C. § 6(a); 

b. permitting direct access to an electronic trading and o_rder matching system in 

. violation of Section 4(b) of the Act, 7 U.S.C. § 6(b), and Regulation 48.3, 17 C.F.R. 

• § 48.3 (2022); 

c. offering to enter into, entering into, confirming the execution of, maintaining 

positions in, and otherwise conducting activities relating to commodity option 

transactions in interstate commerce in violation of Section 4c(b) of the Act; 7 U.S.C. 

§ 6c(b), and Regulation 32.2, 17 C.F.R. § 32.2 (2022); 

20 

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d. soliciting or accepting orders for the purchase or sale of commodities for future 

delivery, swaps, or agreements, contracts or transactions described in Section 

2(c)(2)(D)(i) of the Act, 7 U.S.C. § 2(c)(2)(D)(i) (leveraged retail commodity 

transactions), and/or by acting as a counterparty in such transactions; and, in or in 

connection with these activities, accepting money, securities, or property (or 

extending credit in lieu thereof) to margin, guarantee, or secure resulting trades in 

violation of Section 4d of the Act, 7 U.S.C. § 6d; 

e. operating a facility for the trading of swaps on digital assets that are commodities 

without registering with the CFTC as a designated contract market (DCM} or swap 

execution facility (SEF) in violation of Section Sh(a)(l) of the Act, 7 U.S.C. § 7b3(1), and Regulation 37.3(a)(l), 17 C.F.R. § 37.3(a)(l) (2022); 

f. failing to perform their supervisory duties diligently, including by: (i) failing to 

implement an effective Customer Identification Program; (ii) failing to implement 

effective Know-Your-Customer procedures; (iii) failing to implement effective AntiMoney Laundering procedures; (iv) failing to ensure that its partners, officers, 

employees, and agents, lawfully and appropriately handled all commodity interest 

accounts at Binance; (v) purposefulJy instructing customers to evade compliance 

controls; and (vi) intentionally destroying documents related to illegal conduct, in 

violaiion of Regulation 166.3, 17 C.F.R. § 166.3 (2022); 

g. failing to comply with the applicable provisions of the Bank Secrecy Act and 

. regulations promulgated by the Department of the Treasury including the 

requirements to implement an Anti-Money Laundering program, retain required 

customer information, and implement procedures to determine whether a customer 

21 

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appears on lists of known or suspected terrorists or terrorist organizations in 

violation of Regulation 42.2, 17 C.F.R. § 42.2 (2022); and 

h. conducting activities outs(de the United States, inclu~iing entering into agreements, 

contracts, and transactions and structuring entities, to willfully evade or attempt to 

evade provisions of the Act, as enacted by Subtitle A of the Wa.11 Street 

Transparency and Accountability Act of 2010, or the rules, regulations, and orders of 

the Commission promulgated thereunder, in violation of Regulation 1.6, 17 C.F.R. 

§ 1.6 (2022). 

V. DISGORGEMENT AND CIVIL MONETARY PENALTY 

A. Disgorgement 

71. The Binance Entity Defendants shall pay, jointly and severally, disgorgement in 

the amount of One Billion, Three Hundred and Fifty Million Dollars {$1,350,000,000.00) 

("Disgorgement Obligation"), representing the gains received in connection with such violations, 

within the later of: (i) nine (9) m_onths of the date of entry of this Consent Order, or (ii) such 

other date as may be ordered in any related action by, or any agreement with, the Department of 

Justice ("DOJ"), charging Binance Holdings Limited, in part, for the misconduct that is at issue 

in this matter (the "Criminal Action"). If the Disgorgemerit Obligation is not paid in full within 

the dates set forth above, then post-judgment interest shall accrue on the unpaid portion of the 

Disgorgement Obligation beginning on the date of entry of this Consent Order and shall be 

determined by using the Treasury Bill rate prevailing on the date of entry of this Consent Order 

pursuant to 28 U.S.C .. § 1961. 

72. For amounts ordered to be forfeited and fo~eited in the Criminal Action, the 

Binance Entity Defendants shall receive a dollar-for-dollar credit against the Disgorgement 

Obligation. Within ten days of payment in the Criminal Action, the Binance Entity Defendants 

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shall, under a cover letter that identifies the name and docket number of this proceeding, transmit 

to the Chief Financial Officer, Commodity Futures Trading Commission, Three Lafayette 

Centre, 1155 21st Street, NW, Washington, D.C. 20581, and Robert T. Howell, Deputy Director, 

Commodity Futures Trading Commission, Ralph Metcalfe Federal Building, 77 West Jackson 

Blvd., Ste. 800, Chicago, IL 60604, copies of the form of payment. 

73. If not offset by payments in the Criminal Action, any outstanding portions of the 

Disgorgement Obligation and any post-judgment interest shall be paid by electronic funds 

transfer, U.S. postal money order, certified check, bank cashier's check, or bank money order. If 

payment is to be made other than by electronic funds transfer, then the payment shall be made 

payable to the Commodity Futures Trading Commission and sent to the address below: 

MMAC/ESC/AMK326 

Commodity Futures Trading Commission 

6500 S. MacArthur Blvd. 

HQRoom266 

Oklahoma City, OK 73169 

9-amz-ar-cftc@faa.gov 

If payment .by electronic funds transf~r is chosen, the Binance Entity Defendants shall ~ontact 

Tonia King or her successor at the address above to receive payment instructions and shall fully 

comply with those instructions. The Binance Entity Defendants shall accompany payment of the 

Disgorgement Obligation with a cover letter that identifies Binance and the name and docket 

number of this proceeding. The Binance Entity Defendants shall simultaneously transmit copies 

of the cover letter and fonn of payment to the Chief Financial Officer, Commodity Futures 

Trading Commission, Three Lafayette Centre, 1155 21st Street, NW, Washington, D.C. 20581, 

and Robert T. Howell, Deputy Director, Commodity Futures Trading Commission, Ralph 

Metcalfe Federal Building, 77 West Jackson Blvd., Ste. 800, Chicago, IL 60604. 

23 

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B. Civil Monetary Penalty 

74. Defendant Changpeng Zhao shall pay a civil monetary penalty in the amount ·or 

One Hundred and Fifty Million Dollars ($150,000,000) ("Zhao CMP Obligation"). The Zhao 

CMP Obligation shall be paid as follows: 

(i) Fifty Million Dollars ($50,000,000) within thirty (30) days of the date of entry of 

thi& Consent Order, 

(ii) Fifty Million Dollars ($50,000,000) within ninety (90) days of the date of entry of 

this Consent Order, and 

(iii) · Fifty Million Dollars ($50,000,000) within one hundred and eighty ( J 80) days of 

the date of entry of this Consent Order. 

If the Zhao CMP Obligation is not paid within the dates set forth above on paragraph 74, then 

post-judgment interest shall accrue on the entire unpaid portion of the Zhao CMP Obligation 

beginning on the date of entry of this Consent Order and shall be detennined by using the 

Treasury Bill rate prevailing on the date of entry of this Consent Order pursuant to 28 U.S.C. § 

1961. 

75. Defendants Binance Holdings Limited, Binance Holdings (IE) Limited, Binance 

(Services) Holdings Limited shall pay, jointly and severally, a civil monetary penalty in the 

amount of One Billion, Three Hundred and Fifty Million Dollars ($1,350,000,000) ("Binance 

CMP Obligation"). The Bina'nce Entity Defendants shall pay the Binance CMP Obligation 

within the later of: (i) eighteen (18) months of the date of entry of this Consent Order or (ii) such 

other date as may be ordered in any related action by, or any agreement with, the DOJ in the 

related Criminal Action. 

76. The Binance Entity Defendants shall receive a dollar-for-dollar credit against the 

Binance CMP Obligation for Five Hundred Million Dollars ($500,000,000) ordered to be paid as 

a penalty and paid as a penalty in either the Criminal Action or the related consent with the 

24 

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Financial Crimes Enforcement Network ("FinCEN Consent"). If any portion of the Binance 

CMP Obligation is not paid in full as ordered, or offset by payments in the Criminal Action 

and/or FinCEN Consent, then post-judgment interest shall accrue on the unpaid portion of the 

Binance CMP Obligation beginning on the date of entry of this Consent Order and shall be 

determined by using the Treasury Bill rate prevailing on the date of entry of this Consent Order 

pursuant to 28 U.S.C. § 1961. 

77. Payment of the Zhao CMP Obligation and Binance CMP Obligation, and any 

post-judgment interest, shall be made by electronic funds transfer, U.S. postal money' order, 

certified check, bank cashier's check, or bank money order. If payment is to be made other than 

by electronic funds transfer, then the payment shall be made payable to the Commodity Futures 

Trading Commission and sent to the address below: 

MMAC/ESC/AMK326 

Commodity Futures Trading Commission 

6500 S. MacArthur Blvd. 

HQRoom266 

Oklahoma City, OK 73169 

9-amz-ar-cftc@faa.gov 

If payment by electronic funds transfer is c~osen, Defendant Zhao and/or the Binance E~tity 

Defendants shaU contact Tonia King or her successor at the address above to receive payment 

instructions and shaH fully comply with those instructions. Defendant Zhao shaJI accompany 

payment of the Zhao CMP Obligation, and the Binance Entity Defendants shall accompany 

payment of the Binance CMP Obligation, with a cover letter that identifies Zhao and Binance 

and the name and docket number of this proceeding. Defendant Zhao and the Binance Entity 

Defendants, respectively, shall simultaneously transmit copies of the cover letter and form of 

payment to the Chief Financial Officer, Commodity Futures Trading Commission, Three 

Lafayette Centre, 1155 21st Street, NW, Washington, D.C. 20581, and.Robert T. Howell, Deputy 

25 

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Director, Commodity Futures Trading Commission, Ralph Metcalfe Federal Building, 77 West 

Jackson Blvd., Ste. 800, Chicago, IL 60604. 

C. Provisions Related to Monetary Sanctions 

78. Partial Satisfaction: Acceptance by the Commission of any partial payment of the 

Disgorgement Obligation, the Zhao CMP Obligation, and/or the Binance CMP Obligation shall 

not be deemed a waiver of their obligation to make further payments pursuant to this Consent 

Order, or a waiver of the Commission's right to seek to compel payment of any remaining 

balance. 

D. Cooperation 

79. Defendant Zhao and the Binance Entity Defendants, and its successors and 

assigns, shall cooperate with the Commission, including the Commission's Division of 

Enforcement, in this action and in any current or future Commission civil litigation or 

administrative matter related to, or arising from, this action. 

E. Settling Defendants' Certifications to the Commission 

Trading Firms A, B, and C and Binance's Nationality of Business Entities Checklist 

80. Defendant Zhao and the Binance Entity Defendants, in reliance on and through 

Binance's Chief Compliance Officer, have certified to the Commission as follows: (i) applying 

the current version of the NBEC to the information presently available to Binance, the accounts 

. associated with Trading Firms A, B, and C, as alleged in paragraphs 150-186 of the Complaint, 

do not meet the NBEC criteria for onboarding, and Binance's KYC policies and procedures 

would disqualify those accounts from onboarding; and (ii) as of September 15, 2023, Binance 

has closed or restricted with the intent to close on a reasonably prompt timeline the accounts 

associated with Trading Firms A, B, and C, as alleged in paragraphs 150-186, and those 

accounts no longer trade digital asset derivative products on Binance. 

26 

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81. No later than ninety days from the date of entry of this Consent Order, the 

Binance Entity Defendants, or their successors and assigns, through Binance's Chief Compliance 

Officer and Chief Executive Officer, shall certify in sworn declarations provided to the 

Commission that: (i) Binance has tested the reliability of the NBEC by applying it to its top 35 

revenue-generating customers as of the date of this Order; (ii) for each of the top 35 revenuegenerating customers, Binance identified all accounts associated_ with that customer, the entity 

holding each account (i.e. the account registrant), as well as all beneficial owner(s), parent(s), 

and/or intermediate beneficial owner(s) of that entity, and based on all information presently 

available to Binance, independently determined if each entity meets the NBEC's criteria for 

onboarding; (iii) Binance has closed or restricted with the intent to close on a reasonably prompt 

timeline all accounts of top 35 rt:venue-generating customers that did not meet the NBEC's 

criteria for onboarding and will not allow any account associated with those entities to onboard 

going forward absent an affirmative finding by the Chief Compliance Officer and his compliance 

committee, considering the relevant historical facts and circumstances, including all information 

available to Binance, that the entity meets the NBEC's criteria for onboarding; and, (iv) 

Binance's Chief Compliance Officer verified th~t the NBEC was correctly applied to all the 

accounts associated with Binance's top 35 revenue-generating customers. 

Binance Will No Longer Allow Sub-Accounts to Circumvent Compliance Controls 

82. Defendant Zhao and the Binance Entity Defendants, through their Chief 

Compliance Officer, have ~ertified to the Commission that any customer or potential customer 

that seeks to onboard, open an account or "sub-account", and/or otherwise transact on the 

Binance platform, whether through the interface available at www.binance.com, the Binance 

mobile application, direct connection to Binance's matching engines via the Binance API, or any 

27 

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other typ!3 of direct market access, must first complete Binance's onboarding program, which 

includes all applicable KYC policies and procedures. 

83. No later than ninety days following the date of the entry of this Consent Order, 

the Binance Entity Defendants, or their successors or assigns, through Binance's Chief 

Compliance Officer and Chi~fExecutive Officer, shall certify in sworn declarations provided to 

the Commission that: (i) Binance has implemented compliance controls to prevent use of 

Binance corporate accounts directly accessing the Binance platform by anyone other than the 

account registrant who may act through its permitted users, and if any permitted user is acting for 

. the benefit of any person other than the account registrant then the permitted user and its 

beneficiary(ies) have also been subjected to all of Binance's on boarding and KY C's controls; (ii) 

Binance applied all its applicable KYC policies and procedures, including the NBEC checklist, 

to all existing corporate "sub-accounts'' directly accessing the Binance platform including those 

associated with Prime Brokers A and Bas alleged in paragraphs 144 to 149 of the Complaint; 

and, (iii) Binance has closed or restricted with the intent to close on a reasonably prompt timeline 

every sub-account that failed to meet Binance's compliance controls and current criteria for 

onboarding, as described in this paragraph. 

84. No later than.two hundred and ten days following the date of the entry of this 

Consent Order, the Binance Entity Defendants, through Binance's Chief Compliance Officer and 

Chief Executive Officer, shall certify in sworn declarations provided to the Commission that: 

(i) Binance applied all applicable KYC policies and procedures to all existing retail "suba~counts" directly accessing the Binance platform; and (ii) Binance offboarded every retail subaccount that failed to meet Binance's compliance controls and current criteria for onboarding, as 

described in this paragraph. 

28 

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85. For any accounts or "sub-accounts" that have been abandoned or classified by 

Binance as dormant following any account restrictions or closures in connection with the 

undertakings and certifications memorialized in paragraphs 80, 81,83 and 84 of this Order, 

Binance shall not permit any such abandoned or dormant account to transact on its platform. 

Binance Corporate Governance 

86. No later than ninety days following the date of the entry of this Consent Order, 

the Binance Entity Defendants, or their successors or assigns, through Binaoce's Chief 

Compliance Officer and Chief Executive Officer, shall certify in sworn declarations provided to 

the Commission that Binance has implemented a corporate governance structure that includes· at 

least the following elements: (i) a Board of Directors composed of at least three independent 

members and in which Defendant Zhao will not be a member; (ii) a Compliance Committee; and 

(iii) an Audit Committee. 

VI. MISCELLANEOUS PROVISIONS 

87. Until such time as Defendant Zhao and the Binance Entity Defendants satisfy in 

full their Disgorgement Obligation, the Zhao CMP Obligation, and Binance CMP Obligation 

under this Consent Order, upon the commencement by or against them of any insolvency, 

receivership, or bankruptcy proceeding or any other proceeding for settlement of Zhao and/or 

Binance debts, all notices to creditors required to be furnished to the Commission under Title 11 

of the United States Code or other applicable law with respect to such insolvency, receivership 

bankruptcy or other proceedings, shall be sent to the address below: 

Secretary of the Commission 

Office of the General Counsel 

Commodity Futures Trading Commission 

Three Lafayette Centre 

1155 21st Street N.W. 

Washington, DC 20581 

29 

Case: 1:23-cv-01887 Document #: 80 Filed: 12/14/23 Page 29 of 34 PageID #:1429
88. Notice: All notices and certifications required to be given by any provision in this 

Consent Order, except as to p~graph 80-85, above, shall be sent certified mail, return receipt 

requested and via e-mail as follows: 

Notice to the Commission: 

Robert T. Howell, Deputy Director 

Commodity Futures Trading Commission, Chicago Regional Office 

Ralph Metcalfe Federal Building 

77 West Jackson Blvd., Ste. 800 

Chicago, IL 60604 

RHowel/@cftc.gov 

Notice to Zhao: 

Douglas K. Vatter 

Latham & Watkins LLP 

1271 Avenue of the Americas 

New York, NY 10020 

douglas.yatter@lw.com 

Notice to Binance Entity Defendants: 

Stephanie L. Brooker 

Gibson, Dunn & Crutcher LLP 

I 050 Connecticut A venue, N: W. 

Washington, DC 20036 

sbrooker@gibsondunn.com 

89. Change of Address/Phone: Until such time as the Binance Entity Defendants 

sat~sfy in full their Disgorgement Obligation and Binance CMP Obligation, and Defendant Zhao 

satisfies the Zhao CMP Obligation, they shall provide written notice to the Commission by 

certified mail of any change to their telephone number and mailing address within ten calendar 

days of the change. 

90. Entire Agreement and Amendments: This Consent Order incorporates all of the 

terms and conditions of the settlement among the parties hereto to date. Nothing shall serve to 

30 

Case: 1:23-cv-01887 Document #: 80 Filed: 12/14/23 Page 30 of 34 PageID #:1430
amend or modify this Consent Order in any respect whatsoever, unless: (a) reduced to writing; 

(b) signed by all parties hereto; and (c) approved by order of this Court. 

91. Invalidation: If any provision of this Consent Order or if the application of any 

provision or circumstance is held invalid, then the remainder of this Consent Order and the 

application of the provision to any other person or circumstance shall not be affected by the 

holding. 

92. Waiver: The failure of any party to this Consent Order at any time to require 

performance of any provision of this Consent Order shall in no manner affect the right of the 

party at a later time to enforce the same or other provision of the Consent Order. No waiver in 

one or more instances of the breach of any provision contained in this Consent Order shall be 

deemed to be or construed as a further or continuing waiver of such breach or waiver of the 

breach of any other provision of this Consent Order. 

93. Continuing Jurisdiction of this Court: This Court shall retain jurisdiction of this 

action to ensure compliance with this Consent Order. 

94. Injunctive and Equitable Relief Provisions: The injunctive and equitable relief 

provisions of this Consent Order shall be binding upon the following persons who receive actual 

notice of this Consent Order, by personal service or otherwise: (I) Defendants Changpeng Zhao, 

Binance Holdings Limited, Binance Holdings (IE) Limited, and Binance (Services) Holdings 

Limited; (2) any officer, agent, servant, employee or attorney of Defendant Zhao and/or the 

Binance Entity Defendants; and (3) any other persons who are in active concert or participation 

with any person described in subsections (I) and (2) above. 

95. Authority: Joshua Eaton hereby warrants that he is the Deputy General Counsel of 

Binance; that this Consent Order has been duly authorized by Binance Holdings Limited, 

31 

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Binance Holdings (IE) Limited, and Binance (Services) Holdings Limited; and he has been duly 

empowered to sign and submit this Consent Order on behalf of Binance Holdings Limited, 

Binance Holdings (IE) Limited, and Binance (Services) Holdings Limited. 

96. Counterparts and Facsimile Execution: This Consent Order may be executed in 

two or more counterparts, all of which shall be considered one and the same agreement and shall 

become effective when one or more counterparts have been signed by each of the parties hereto 

an/:! delivered (by facsimile, e-mail, or otherwise) to the other party, it being understood that all 

parties need not sign the same counterpart. Any counterpart or other signature to this Consent 

Order that is delivered by any means shall be deemed for all purposes as constituting good and 

valid execution·and delivery by such party of this Consent Order. 

97. Contempt: Defendant Zhao and the Binance Entity Defendants understand that 

the terms of the Consent Order, except with respect to disgorgement, are enforceable through 

contempt proceedings and that, in any such proceeding, they may not challenge the validity of 

this Consent Order. 

98. Agreements and Undertakings: Defendants Changpeng Zhao, Binance Holdings 

Limited, Binance Holdings (IE) Limited, and Binance (Services) Holdings Limited shall comply 

with all of the undertakings and agreements set forth in this Consent Order. 

There being no just reason for delay, the Clerk of the Court is hereby directed to enter 

this Consent Order for Permanent Injunction, Civil Monetary Penalty, and Other Equitable Relief 

Against Defendants Changpeng Zhao, Binance Holdings Limited, Binance Holdings (IE) 

Limited, and Binance (Services) Holdings Limited without further notice. 

32 

Case: 1:23-cv-01887 Document #: 80 Filed: 12/14/23 Page 32 of 34 PageID #:1432
IT IS SO ORDERED on this __ day of _________ , 2023 

UNITED STATES DISTRICT JUDGE 

CONSENTED TO AND APPROVED BY: 

PLAINTIFF COMMODITY FUTURES DEFENDANT CHANGPENG ZHAO 

TRADING COMMISSION 

Candiceli,ior~ Attorney 

Joseph Platt Uplau@cflc.gov) 

Candice Haan (chaa11@cflc.gov) 

Katherine Paulson (kpaulson@cflc.gov) 

Elizabeth N. Pendleton 

(ependleton@cflc.gov) 

Scott R. Williamson 

(swil/iamson@cflc.gov) 

Robert T. Howell (rhowel/@cflc.gov) 

Ralph Metcalfe Federal Building 

77 West Jackson Boulevard, Suite 800 

Chicago, Illinois 60604 

(312) 596-0700 

(312) 596-0714 (fax) 

Changpeng Zliao 

Date: November 20, 2023 

Approved as to Form: 

• Douglas K. Yatter (Douglas. Yatter@lw.com) 

Benjamin Naftalis 

(Benjamin.Naflalis@lw.com) 

Heather A. Waller (Heather.Waller@lw.com) 

Iris Xie (IrisXie@lw.com) 

Kirsten C. Lee (Kirsten.Lee@lw.com) 

LATHAM & WATKINS LLP 

1271 Avenue of the Americas 

New York, NY 10020 

(212) 906-1200 

Attorneys for Cha11gpeng Zhao 

33 

14th December

Case: 1:23-cv-01887 Document #: 80 Filed: 12/14/23 Page 33 of 34 PageID #:1433
DEFENDANTS BINANCE HOLDINGS 

LIMITED., BINANCE HOLDINGS (IE) 

LIMITED, and BINANCE (SERVICES) 

HOLDING LIMIT. -

Date: November 20, 2023 

Approved as to Form: 

Stephanie Brooker . 

(SBrooker@gibsondunn.com) 

M. Kendall Day (KDay@gibsondunn.com) 

Richard W. Grime 

(RGrime@gibsondunn.com) 

GIBSON, DUNN & .CRUTCHER LLP 

1050 Connecticut Avenue, N.W., 

Washington, DC 20036-5306 

Tel: 202-887-3502 

Fax: 202-530-4216 

Attorneys for Binance Holdings Limited, 

Binance Holdings (IE) Limited, Binance 

(Services) Holdings Limited 

34 

Case: 1:23-cv-01887 Document #: 80 Filed: 12/14/23 Page 34 of 34 PageID #:1434