UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

COMMODITY FUTURES TRADING 

COMMISSION, 

Plaintiff, 

v. 

CIVIL ACTION NO: l:23-cv-01887 

Hon. Manlsh S. Shah 

CHANGPENG ZHAO, BINANCE HOLDINGS 

LIMITED, BINANCE HOLDINGS (IE) 

LIMITED, BINANCE (SERVICES) HOLDING 

LIMITED and SAMUEL LIM 

Defendants. 

CONSENT ORDER FOR PERMANENT INJUNCTION, CIVIL 

MONETARY PENALTY, AND OTHER EQUITABLE RELIEF 

AGAINST DEFENDANT SAMUEL.LIM 

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 Commodity 

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). 

II. CONSENTS AND AGREEMENTS

To effect settlement of all charges alleged in the Complaint against Defendant Lim 

without a trial on the merits or any further judicial proceedings, Lim: 

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I. Consents to the entry of this Consent Order for Permanent Injunction, Civil Monetory 

Penalty, and Other Equitable Relief ("Consent Order,,); 

2. Affirms that he has 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. Acknowledges service of the summons and Complaint; 

4. Admits the jurisdiction of this Court over him and the subject matter of this action 

pursuant to Section 6c of the Act, 7 U.S.C. § l 3a-l; 

5. Admits the jurisdiction of the Commission over the conduct and transactions at issue 

in this action pursuant to the Act; 

6. Admits that venue properly lies with this Court pursuant to 7 U.S.C. § 13a-l(e); 

7. Waives: 

(a) Any and all claims that he 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 he may possess under the Small Business Regulatory 

Enforcement Fairness Act of 1996, Pub. L. No. 104-121, tit. II,§§ 201-253, 

l 10 Stat. 847, 8S7-74 (codified as amended at 28 U.S.C. § 2412 and in 

scattered sections of S U.S.C. and 1S U.S.C.), relating to, or arising from, this 

action; 

(c) Any clolm 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. Acknowledges 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 

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Regulatory Enforcement Fairness Act of 1996 specified in subparts (a) and (b) of paragraph 7 

above; 

9. Consents to the continued jurisdiction of this Court over him 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 Lim now or in the future resides outside the jurisdiction of 

this Court; 

I 0. Agrees he 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 

waives any objection based thereon; 

11. Agrees that neither he nor any of his agents or persons under his authority 01· 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 and 

Conclusions of Law in this Consent Order; or (ii) creating or tending to create the impression that 

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

nothing in this provision shall affect Lim's: (a) testimonial obligations, or (b) right to take legal 

positions in other proceedings to which the Commission is not a party. Lim shall comply with 

this agreement and shall undertake all steps necessary to ensure that all of his age·nts and/or 

persons unde1· his authority or control understand and comply with this agreement; 

12. By consenting to the entry of the Consent Order, Lim neither admits nor denies the 

allegations of the Complaint or any Findings of Fact or Conclusions of Law in this Consent 

Order, except as to jurisdiction and venue, which he admits; 

13. Consents to the use of the Findings of Fact and Conclusions of Law in this Consent 

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

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Commission is a party or claimant, and agrees that they shall be taken as true and correct and be 

given preclusive effect therein, without further proof; 

14. Does not consent, however, to the use of this Consent Order, or the Findings of Fact 

and Conclusions of Law herein, as the sole basis for any other proceeding brought by the 

Commission 01· to which the Commission is a party, other than a: proceeding in bankruptcy, or 

receivership; or proceeding to enforce the terms of this Consent Order; 

1 5. Agrees 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 Lim in 

any other proceeding. 

m. FINDINGS OF FACT AND CONCLUSIONS OF LAW 

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

of this Consent Order and that the1·e is no just reason for delay. The Cou11 therefore directs the 

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

relief pursuant to Section 6c of the Act, 7 U.S.C. § 13a-1, as set forth herein. 

THE PARTIES AGREE AND THE COURT HEREBY FINDS: 

A. Findings of Fact 

The Parties to this.Consent Order 

16. 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. 

17. Defendant Samuel Lim was hired in Apl'il 2018 as Binance's first Chief Compliance 

Officer ("CCO11) and remained in that role until at least January 2022. Lim resides in Singapore. 

Lim has never been registered with the Commission in any capacity. 

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The Blnance Trading Platform 

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

2019 to March 27, 2023 (the "Relevant Period''), dozens of corporate entities incorporated in 

numerous jurisdictions around the world, including the Binance Entity Defendants, have operated 

the Binance platform as a common entel'prise. At times, at least ce11ain of those entities, 

including Binance Holdings, Binance IE, and Binance Services have commingled funds, relied on 

shared technical infrastructure, and engaged in activities to collectively advertise and promote the 

Binaoce brand. 

19. Lim knew that Binance's reliance on a maze of corporate entities to operate the· 

Binance platform is deliberate, and was designed to obscure the ownership, control, and location 

of the Binance platform. 

Products 

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

offering digital asset derivative pl'oducts, including futures, options, swaps, and/or leveraged retail 

commodity transactions in bitcoi11 (BTC), ether (8TH), litecoin (L TC), 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 assets that are commodities. 

21. Beginning in July 2019, Binance offered leverage to retail customers (that is, not 

eligible contract participants ("ECPs" within the meaning of Section I a( 18) of the Act, 7 U.S.C. 

§ I a(l8))) trading in its spot ma1·kets, which generally include its markets for bitcoin ("BTC"), 

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ether ("ETH"), and other digital assets that are commodities. l11ese leveraged transactions do not 

result in actual delivery of the digital asset within 28 days of the transaction. 

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

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

derivatives that it calls "futures"-one categot}', called quarterly futures, is composed of contracts 

that have pre-determined expiration dates while the other category, 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 

24. During the Relevant Period, Binance actively solicited customers in the United States, 

including commercially important "VIP" institutional customers, while failing to implement an 

effective Anti-Money Laundel'ing ("AML") program, Customer Identification Program ("CIP), 

failing to retain required customer information, and failing to implement procedures to determine 

whether a customer appears on lists of known or suspected terrorists or terrorist organizations as 

required by U.S. law. Further, Lim directed Binance's officers, agents and employees to comply 

with Binance's corporate practice of using communication applications with auto-delete 

functionality enabled to communicate concerning Binance's U.S. customers. 

Binancc Implemented Sμperficial, Ineffective Compliance Controls and Instructed 

U.S. Customers To Circumvent Its Compliance Conta·ols 

25. 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. 

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26. Beginning in June 2019, Binance added some superficial controls and "Know Your 

Customer" ("KYC") pl'ogl'ams to make it appear that Binance would begin restricting U.S. 

customer access. But, in reality, U.S. customer presence persisted because Defendants Lim, 

Zhao, and Binance deliberately allowed U.S. Customers to circumvent Binance's superficial 

controls and purported "KYC program," by building in work-arounds, exceptions and, as to 

Defendant Lim specifically, advising, directing, and assisting Binance employees and customers 

how to circumvent Binance's controls. 

27. Further, at val'ious times during the Relevant Period, Binance personnel, often acting 

at Lim's direction, assisted U.S. VIP customers to create "new" accounts using "new KYC" 

documentation in order to circumvent Binance's compliance controls. 

Lim Was Aware of U.S. Regulatory Requirements but Ignored Them 

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

that Lim was aware of the applicability of U.S. regulatory and legal requirements since Binance's 

early days, including the regulatory regime that applies to U.S. financial institutions such as future 

commission merchants ("FCMs"), and exchanges such as designated contract markets ("DCMs"), 

swap execution facilities ("SEFs"), and foreign boards of trade ("FBOTs"). Lim repeatedly, in 

writing, displayed a nuanced understanding of applicable regulatory requirements and the 

potential for indi_vidual liability that may accompany a failure to comply with U.S. law. 

29. Despite his awareness of Binance's compliance failures and control inadequacies, and 

the U.S. regulatory framework that applied to Binance, Lim assured a state financial regulator in 

the United States that Binance's compliance program "provides for AMUCFT controls to ensure 

the safe and legitimate use of our platfom1s" and that Binance "perfom1s customer due diligence 

(COD) anytime the company establishes a custome1· relationship with all customers engaged in 

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Cl)'pto-fiat activity." Months later, Lim acknowledged in writing that Binance does not perfonn 

AML sc1-eening. 

30. Lim and other members of Binance's senior management failed to properly supervise 

Binance's activities during the Relevant Period and actively facilitated violations of U.S. law, 

including by assisting and instructing customers located in the United States to evade the 

compliance controls Binance purported to implement to p1·evcnt and detect violations of U.S. law, 

by allowing customers that had not submitted proofof their identity and location to trade on the 

platform in violation ofBinance's own Teams of Service, and by directing VIP customers with 

ultimate beneficial owners, key employees who control trading decisions, trading algorithms, and 

other assets all located in the United States to open Binance accounts under the name of newly 

incorporated shell companies to evade Binance's compliance controls. 

B. Conclusions of Law 

Jurisdiction and Venue 

31. This Court possesses jurisdiction over this action pursuant to 28 U.S.C. § 1331 

(codifying federal question 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. § l3a-l(a), 

provides that the Commission may bring actions for injunctive 1-elief or to enforce compliance 

with the Act or any rule, regulation, or order thereunder in the proper distl'ict 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 viol~tion of any provision of the Act or any 

rule, regulation, or order thereunder. 

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32. Venue properly lies with this Court pursuant to 7 U.S.C. § I 3a-l(e), because acts and 

practices in violation of the Act occurred within this District. 

Count 1-Lim's Llabllity for Aiding and Abetting Blna11ce's Execution of Futures 

Transactions on an Unregistered Board of Trade 

33. By the conduct described above and in the Complaint, at various times during the 

Relevant Period, 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, offered, entered into, and confinned 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 01· business in the U.S. for the purpose 

of soliciting or accepting any 01·der for, or 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(e) of the Act, 7 U.S.C. § 6(a). 

34. 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 Binance, and 

through their officers, employees, and agents, including without limitation Lim, 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 permitting 

direct access to its elech-onic trading and order matching system without obtaining an Order of 

Registration for a foreign board of trade from the Commission. 

35. From July 2019 through at least January 2022 and while acting as Binance's Chief 

Compliance Officer, Lim willfully aided, abetted, counseled, commanded, induced, or procured 

the acts constituting Binance's violations of 7 U.S.C. § 6(a) and 6(b) and 17 C.F.R. § 48.3, or 

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acted in combination or concert with any other person in any such violation, or willfully caused 

an act to be done or omitted which if directly performed or omitted by Lim or anolher would 

constitute a violation described in this Count. Pursuant to Section 13(a) of the Act, 7 U.S.C. 

§ I 3c(a), Lim is therefore liable for Binance's violations described in this Count. 

Count Il - Lim Aided and Abetted Binance's Illegal Off-Exchange Commodity 

Options 

36. 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 offered to enter into, 

entered into, and confirmed the execution of, maintained positions in, or otherwise conducted 

activities relating to commodity option lransactions 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). 

37. From July 2019 through at least January 2022 and while acting as Binance's Chief 

Compliance Officer, Lim willfully aided, abetted, counseled, commanded, induced, or procured 

the acts conslituting Binance's violations of 7 U.S.C. § 6c(b), or acted in combination or concert 

with any other person in any such violation, or willfully caused an act to be done or omitted 

which if directly performed or omitted by Lim or another would constitute a violation described 

in lhis Count. Pursuant to 7 U.S.C. § 13c(a), Lim is therefore liable for Binance's violations 

described in lhis Count. 

Count lll-Lim's Liability for Aiding and Abetting Binance's Failure to Register as 

a Futures Commission Merchant 

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

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

business as Binanee, and through their officers, employe~, and agents operated as an FCM by 

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soliciting and accepting orders for the pui·chase or sale of commodities fo1· future delive1-y, 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. 

39. From July 2019 through at least January 2022 and while acting as Binance's Chief 

Compliance Officer, Lim willfully aided, abetted, counseled, commanded, induced, or procured 

the acts constituting Binance's violations of 7 U.S.C. § 6d, or acted in combination or concert 

with any other person in any such violation, or willfully caused on act to be done or omitted 

which if directly performed or omitted by Lim or another would constitute a violation described 

in this Count. Pursuant to 7 U.S.C. § 13c(a), Lim is therefore liable for Binance's violations 

described in this Count. 

Count IV - Lim,s Liability for Aiding and Abetting Binancc,s Failure to Register as 

a Designated Contract Marl<et,01· Swap Execution Facility 

40. 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 operated a trading system or platform 

• in which more than one market participant has the ability to execute or trade swaps with more 

than one other market pa1ticipant on tlie system 01· platform, including the tl'Bding 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). 

41. From July 2019 through at least January 2022 and while acting as Binance's Chief 

Compliance Officer, Lim willfully aided, abetted, counseled, commanded, induced, or procured 

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the acts constituting Binance's violations of? U.S.C. § 7b-3(1) and 17 C.F.R. § 37.3(a)(l), or 

acted in combination or conce11 with any other person in any such violation, or willfully caused 

an act to be done or omitted which if directly perfonned or omitted by Lim or another would 

constitute a violation described in this Count Pursuant to 7 U.S.C. § 13c(a), Lim is therefore 

liable for Binance's violations described in this Count. 

Count V - Lim 's Liability for Aiding and Abetting Binancc's Failure to Diligently 

Supervise 

42. 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 while acting as an FCM employed an 

inadequate supervisory system and failed to diligently perfo1·m 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) intentionally destroying documents related to illegal conduct, 

and thus violated Regulation 166.3, 17 C.F.R. § 166.3 (2022). 

43. From July 2019 through at least January 2022 and while acting as Binance's Chief 

Compliance Officer, Lim willfully aided, abetted, counseled. commanded, induced, or procured 

the acts constituting Bin~nce's violations of 17 C.F.R. § 166.3, or acted in combination or concert 

with any other person in any such violation, or willfully caused an act to be done 01· omitted 

which if directly perfonned or omitted by Lim or another would constitute a violation described 

in this Count. Pursuant to 7 U.S.C. § 13c(a), Lim is therefore liable for Binance's violations 

described in this Counl 

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Count VI-Lhn's Liability for Aiding and Abetting Dinnnce's Foilure to Implement 

Customer Idcntificotion Progralll, and Fallul'e to Implement Know Your Customer 

and Anti-Money Laundering Procedures 

44. 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, ond through their officers, employees, and ~gents fniled 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. Deportment of the Treasury's Office of Foreign Assets Control ("OFAC'') and thus 

violated Regulation 42.2, 17 C.F.R. § 42.2 (2022). 

45. From July 2019 through at least January 2022 and while acting as Binance's Chief 

Compliance Officer, Lim willfully aided, abetted, counseled, commanded, induced, or procured 

the acts constituting Binance's violations of 17 C.F.R. § 42.2, or acted in combination or concert 

with any other person in any such violation, or willfully caused an act to be done or omitted 

which if directly performed or omitted by Lim or another would constitute a violation described 

in this Count. Pursuant to 7 U.S.C. § I 3c(a), Lim is therefore liable for Binance's violations 

described in this Count. 

Count VII - Lim Evosion 

46. By the conduct described above and in the Complain[, from July 2019 through at least 

January 2022 and while acting as Binance's Chief Compliance Officer, Defendant Lim, violated 

Regulation I .6(a), 17 C.F.R. § 1.6 (2022), by conducting activities outside the United States, 

including entering into agreements, contracts, and transactions and structuring entities, to 

willfully evade or attempt to evade provisions of the Act and its Regulations. 

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IV. PERMANENT INJUNCTION 

IT IS HEREBY ORDERED THAT: 

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

the Act, 7 U.S.C. § 13a-l, Defendant Lim is permanently restrained, enjoined and prohibited from 

directly or indirectly 

a. offering to enter into, entering into, or confinning the execution of b-ansactions 

described in Section 2(c)(2)(D)(i) of the Act, 7 U.S.C. § 2(c)(2)(D)(i) (leve1-aged 

retail commodity transactions) or contracts for the purchase 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 in connection 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 order 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); 

d. soJiciting 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)(O)(i) (leveraged retail commodity 

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

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

extending credit in lieu thereot) 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 5h(a)(I) of the Act, 7 U.S.C. § 7b3(1), and Regulation 37.3(a)(I), 17 C.F.R. § 37.J(a)(I) (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-Customea· procedures; (iii) failing to implement effective AntiMoney Laundering procedures; (iv) failing to ensure that its paa1ners, officers, 

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

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

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

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

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

regulations promulgated by the Department of the Treasul'y including the 

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

customer information, and implement procedures to detemline whether a customer 

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 outside the United States, including entering into agreements, 

contracts, and transactions and stl'uctul'ing entities, to willfully evade 01· attempt to 

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evade provisions of the Act and its Regulations in violation of Regulation 1.6, 

17 C.F .R. § 1.6 (2022), 

or from aiding and abetting such violations. 

V. CIVIL MONETARY PENALTY 

A. Civil Monetal"y Penalty 

48. Defendant Lim shall pay a civil monetary penalty in the amount of One Million and 

Five Hundred Thousand Dollars ($1,500,000) ("Lim CMP Obligation"), within thirty days of the 

date of entry of this Consent Order. If the Lim CMP Obligation is not paid in full within thirty 

days of the date of entry of this Consent Order, then post-judgment interest shall accrue on the 

unpaid portion of the Lim 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. 

49. Payment of the Lim CMP Obligation, and any post-judgment interest by electronic 

funds lransrer, shall be.made by U.S. postal money order, certified check, bank cashier's check, or 

bank money order. If payment is to be made othe1· 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. 

HQ Room 266 

Oklahoma City, OK 73169 

9-amz-ar-cftc@faa.gov 

If payment by electronic funds transfer is chosen, Defendant Lim shall contact Tonia King or her 

successor at the address above to receive payment instructions and shall fully comply with those 

instructions. Defendant Lim shall accompany payment of the Lim CMP Obligation, with a cover 

Case: 1:23-cv-01887 Document #: 79 Filed: 12/14/23 Page 16 of 21 PageID #:1395
letter that identifies Lim and the name and docket number of this proceeding. Defendant Lim 

shall simultaneously transmit copies of the cover letter and form of payment to the Chief 

Financial Officer, Commodity Futures Trading Commission, lluee 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. 

B. Provisions Related to Monetary Sanctions 

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

Disgorgement Obligation and/or the Lim CMP Obligation shall not be deemed a waiver of his 

obligation to make further payments pursuant to this Consent Order, 01· a waiver of the 

Commission's right to seek to compel payment of any remaining balance. 

C. Cooperation 

51. Defendant Lim 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 mattel' related lo, or arising from, this action. 

VI. MISCELLANEOUS PROVISIONS 

52. Until such time as Defendant Lim satisfies in full the Lim CMP Obligation under this 

Consent Order, upon the commencement by or against him of any insolvency, receivership, or 

bankruptcy proceeding or any othel' proceeding for settlement of Lim 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 

Case: 1:23-cv-01887 Document #: 79 Filed: 12/14/23 Page 17 of 21 PageID #:1396
Three Lafayette Centre 

1155 21st Sh-eet N.W. 

Washington, DC 20581 

53. Notice: All notices and certifications required to be given by any provision in this 

Consent Order, except as to paragraph 52, 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 

RHowe/l@cftc.gov 

Notice to Lim: 

54. Change of Address/Phone: Until such time as Lim satisfies in full the Lim CMP 

Obligation, he shall provide written notice to the Commission by certified mail of any change to 

his telephone number and mailing address within ten calendar days of the change. 

5S. Entire Agreement and Amendments: l11is Consent Order incorporates all of the terms 

and conditi_ons of.the settlement among the parties hereto to date. Nothing shall serve to 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 ordet· of this Coμrt. 

S6. Invalidation: If any provision of this Consent Order or if the application ofany 

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. 

Case: 1:23-cv-01887 Document #: 79 Filed: 12/14/23 Page 18 of 21 PageID #:1397
57. Waiver: The failure of any party to this Consent Order at any time to require 

performance of any provision oflhis 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 01· 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. 

S8. Continuing Jurisdiction of this Cou11: This Court shall retain jurisdiction of this action 

to ensure compliance with this Consent Order. 

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

provisions of this Consent Order shall be binding upon Defendant Lim, upon any person acting 

under his authority 01· control, and upon any persons who receive actual notice of this Consent 

Order, by personal service or otherwise insofar as he or she in active concert or participation with 

Lim. 

60. Counterparts and Facsimile Execution: This Consent Order may be executed in two or 

more counterparts, all of which shall be considered one and the sam~ agreement and shall become 

effective when one or more counterparts have been signed by each oflhe parties hereto and 

delivered {by facsimile, e-mail, or otherwise) to the other party, it being understood that all parties 

need not sign the same counterpa11. 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. 

61. Contempt: Defendant Lim understands that the tenns of the Consent Order, are 

enforceable through contempt proceedings and that, in any such proceeding, he may nol chnlleng~ 

the validity of this Consent Orde1·. 

Case: 1:23-cv-01887 Document #: 79 Filed: 12/14/23 Page 19 of 21 PageID #:1398
14th

62. ApeemtnlS and Underlllklnss: Delimdanl Lian shall comply with all of 1he 

unde11aldnas and asramcn&s set fonh in lhis Consent Order. 

lltin being no just reason for delay. lhe Clerk ,,rthe Court is hereby direcll!d lO enter 

lhis con.sen, OnJll!I" fbr PennGnenl Injunction. Civil Monelary Penall)'. and Olher Equitable Relief 

Asainsl Defendant Samuel Lim widlo111 further notice. 

IT IS SO ORDERED on IJlis_day ot ________ ...,/. 2023 

UNITED STATES DISTRICT JUDGE 

CONSENTED TO AND APPROVED BY: 

PLAlNJJFf COMMODITY FUllJRES• 

TRADING COMMISSION 

rdja~ 

Date: U /&If 3:0,-.3 

DEFENDANT SAMUEL LIM 

Samutli:iin ~ 

December

Case: 1:23-cv-01887 Document #: 79 Filed: 12/14/23 Page 20 of 21 PageID #:1399
Joseph Platt (jplatl@cflc.gov) 

Candice Haan (chaan@cflc.gov) 

Katherine Paulson (kpaulso11@cflc.gov) 

Elizabeth N. Pendleton 

(ependleton@cftc.gov) 

Scott R. Williamson 

(swllllamson@eftc.gov) 

Robert T. Howell (rhowell@cftc.gov) 

800 

Ralph Metcalfe Federal Building 

77 West Jackson Boulevard, Suite 

Chicago, 111inois 60604 

(312) 596-0700 

(312) 596-0714 (fax) 

Approved as to Form: 

Justin V. Shur Osh11r@mololamken.com) 

MoLOLAMKE.N LLP 

600 New Hampshire Ave., N.W., Suite 500 

Washington, D.C. 20037 

(202) 556-2005 

(202) 556-2001 (fax) 

Case: 1:23-cv-01887 Document #: 79 Filed: 12/14/23 Page 21 of 21 PageID #:1400