In re BIT MINING LTD.

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101649 / November 18, 2024 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 4541 / November 18, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22324 
 
 
In the Matter of 
 
BIT MINING LTD.,  
 
Respondent. 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against BIT Mining Ltd. (“BIT Mining” or 
“Respondent”), formerly known as 500.com Limited (“500.com”). 
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, Respondent admits the Commission’s jurisdiction over it and the 
subject matter of these proceedings, and consents to the entry of this Order Instituting Cease-and-
Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.  
 
         III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
 
                                                 
1
  The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any 
other person or entity in this or any other proceeding. 
 

 2 
Summary 
 
1. This matter arises from violations of the anti-bribery, books and records, and 
internal accounting controls provisions of the Foreign Corrupt Practices Act (“FCPA”) by 
500.com, which at the time of the misconduct was an online sports lottery service provider 
headquartered in Shenzhen, China. From 2017 to 2019, Respondent engaged in a widespread 
bribery scheme to influence numerous foreign government officials, including members of Japan’s 
parliament, in its effort to enter the Integrated Resort (“IR”) market and obtain licensing to 
establish an IR casino in Japan (“the IR project”). At the time, Japan had recently lifted its long-
standing ban on casinos and passed legislation to legalize gambling.  
 
2. The scheme included illicit payments of approximately $2.5 million in the form of 
fees and reimbursements to sham consultants, cash bribes to IR decision makers, and entertainment 
and extravagant trips for Japanese officials. 500.com also created a subsidiary, 500.com Nihon, to 
help orchestrate the bribery scheme. 500.com’s then Senior Executive authorized the improper 
payments, which were at times paid via a U.S. dollar denominated bank account or a U.S. 
correspondent bank. In late 2019, 500.com’s offices were raided, and Tokyo prosecutors charged 
its consultants with bribery and prosecuted prominent government officials for accepting bribes. 
500.com was unable to enter the IR market in Japan. The illicit payments were inaccurately 
reflected in the company’s books and records, and it failed to have sufficient internal accounting 
controls in place to detect or prevent the misconduct.  
 
                Respondent 
 
3. 500.com was formerly an online sports lottery service provider incorporated in 
the Cayman Islands, with headquarters and major business operations in Shenzhen, China. From 
November 2013 to April 2021, 500.com’s American Depositary Shares (ADSs) were registered 
with the Commission pursuant to Section 12(b) of the Exchange Act and traded on the New 
York Stock Exchange (“NYSE”) under the symbol “WBAI.” 500.com is now known as BIT 
Mining, a crypto assets mining business incorporated in the Cayman Islands and headquartered 
in Akron, Ohio. Since April 2021, BIT Mining’s ADSs have been registered with the 
Commission pursuant to Section 12(b) of the Exchange Act and trade on the NYSE under the 
symbol “BTCM.” 
 
        Other Relevant Entities and Individuals 
 
4. Senior Executive, a Chinese National, was an executive, officer, and agent of 
500.com from around September 2014 to 2020. Senior Executive authorized and approved 
500.com’s improper payments to Japanese officials via its consultants and signed the relevant 
consulting agreements. Senior Executive facilitated the improper payments to induce Japanese 
officials to support 500.com’s entry into the Japanese IR market.  
 
5. 500.com Nihon Co. Ltd. (“500.com Nihon”), a wholly owned subsidiary of 
500.com with operations in Japan, was incorporated in July 2017, and purportedly engaged in 
market research and promotional activities related to the IR project. 500.com Nihon was created 

 3 
primarily to facilitate the IR project, and its books and records were consolidated into the books 
and records of 500.com. 
 
6. Official 1, a Japanese National, was, during the relevant period, a member of the 
Japanese House of Representatives and Liberal Democratic Party, the Vice-Minister of Land, 
Infrastructure, Transport and Tourism, and the state Minister in charge of IRs at the Cabinet 
Office in Japan (“Vice-Minister”). In 2021, he was convicted in Tokyo District Court of 
accepting bribes from 500.com in 2017 and 2018, while the company was seeking to enter 
Japan’s IR market. The Court sentenced Official 1 to four years in prison and ordered him to 
pay a fine of JPY 7,600,000 (approximately $72,000). 
 
7. Official 2, a Japanese National, was, during the relevant period, the Assistant for 
Official 1 in Japan. In 2021, he was convicted in Tokyo District Court of accepting bribes from 
500.com in 2017 and 2018. The Court sentenced Official 2 to two years in prison and suspended 
the sentence. 
 
8. Company 1, a Singapore based subsidiary of a Japanese marketing and media 
resource company, was retained as a consultant by 500.com in 2017 in connection with the IR 
project. Consultant 1 was the Director and Senior Manager of Company 1 as well as a Director 
of 500.com Nihon.  
 
9. Consultant 1, a Chinese National, was a Director of 500.com Nihon and a Japan 
based translator, consultant, and Director of Company 1, who was retained by 500.com from 
April 2017 to June 2020 to assist with the IR project. Consultant 1 was also an agent of 
500.com. In August 2020, Consultant 1 pled guilty in Tokyo District Court to paying bribes to 
Official 1 on behalf of 500.com so that it could enter the IR market. 
 
10. Consultant 2, a Japanese National, was retained by 500.com from March 2017 
to September 2019, as a consultant and agent, to assist with the IR project. In August 2020, 
Consultant 2 pled guilty in Tokyo District Court to paying bribes on behalf of 500.com to 
Official 1 in exchange for Official 1’s help establishing an IR in either Hokkaido or Okinawa, 
Japan. In October 2020, Consultant 2 was convicted of bribery in Tokyo District Court. 
 
11. Consultant 3, a Japanese National, was retained by 500.com from July 2017 to 
September 2019, as a consultant and agent, to assist with the IR project. In August 2020, 
Consultant 3 pled guilty in Tokyo District Court to paying bribes on behalf of 500.com to 
Official 1 in exchange for Official 1’s help establishing an IR in Japan. In October 2020, 
Consultant 3 was convicted of bribery in Tokyo District Court. 
 
12. Tour Company Executive was the President of a Japan based tourism company 
that partnered with 500.com to seek Official 1’s support for establishment of an IR in Hokkaido. 
In September 2020, Tour Company Executive pled guilty in Tokyo District Court to conspiring 
with Consultant 2 and Consultant 3 to bribe Official 1. 
 
 
 

 4 
Facts 
 
The IR Project in Japan 
 
13. In April 2015, 500.com suspended its online lottery services in China after the 
government made changes to its rules governing online lottery sales. Thereafter, the Company’s 
net revenues declined substantially.  
 
14. On December 15, 2016, Japan’s parliament, the National Diet, passed the IR 
Promotion Act, which legalized gambling in Japan and lifted its long-standing comprehensive 
ban on casinos. In July 2018, the National Diet enacted the IR Implementation Act, which 
allowed for the licensing and creation of a limited number of resorts in Japan designed to 
integrate casinos with other facilities such as hotels, convention centers, entertainment venues, 
luxury retail areas and restaurants. 
 
15. 500.com’s then Senior Executive learned about the IR Promotion Act in 
approximately late 2016, and soon sought to bolster the company’s failing business operations 
by establishing an IR related casino in Japan. In order to facilitate this goal, the company 
engaged in a widespread bribery scheme designed to influence numerous foreign government 
officials, including members of Japan’s National Diet. 
 
16. Between March and July 2017, 500.com hired Japan-based consultants, including 
but not limited to Consultant 1, Consultant 2, and Consultant 3, to assist with entering the IR 
market. In July 2017, 500.com created 500.com Nihon, a Tokyo based subsidiary, to facilitate 
its entry into the IR market, and made Consultant 1 a Director. In a text message dated July 14, 
2017, Consultant 1 asked Consultant 2 about “500 Corporation being able to enter into IR in the 
first attempt” and referenced Senior Executive’s concern about “head-on competition with a 
major company in Europe or the U.S. in open application” to which Consultant 2 replied, 
“[t]hat’s why we’re aiming for cities where under-the-table deals can be used.” Later, in 
September 2017, 500.com hired Consultant 1’s company, Company 1, as another purported 
consultant on the IR project. 
 
17. Ultimately, the bribery scheme came to light in late 2019 and Tokyo prosecutors 
charged both Japanese officials and consultants of 500.com in connection with the bribery scheme. 
500.com did not obtain a license for an IR in Japan and was unable to enter the IR market.  
 
500.com Used Consultants to Make Improper Payments to Government 
Officials Closely Connected to IRs, Including Official 1 and Official 2 
 
18. In order to enter the nascent and competitive IR market, 500.com’s Senior 
Executives and management knew it needed to gain support from influential government 
officials with ties to IR development in Japan. As a means to gain this needed support, sham 
consultants were hired to target government officials and pay them bribes on behalf of the 
company. From 2017 to 2019, improper payments of approximately $2.5 million were paid to 
further 500.com’s pursuit of entering the IR market, and were made through methods including 
sham consulting fees and reimbursements, cash bribes, and entertainment and extravagant trips. 

 5 
A portion of the improper payments were paid to, or for the benefit of, government officials. 
Some examples of the improper payments are described herein. 
 
19.  In connection with the bribery scheme, 500.com used a U.S. dollar denominated 
bank account to facilitate improper payments, and U.S. based email service providers were used 
at times when communicating about the IR project. During the relevant period, 500.com failed to 
devise and maintain a system of internal accounting controls sufficient to detect or prevent the 
improper payments. 
 
500.com Paid a Bribe Disguised as a “Lecture Fee” to Official 1 for his 
Attendance at an IR Symposium in Okinawa, Japan, in August 2017 
 
20. In approximately July 2017, 500.com planned an IR Symposium to promote its bid 
for the development of an IR in Okinawa, Japan. Senior Executive invited Official 1 to be a 
keynote speaker at the Symposium which was held in August 2017. Official 1 agreed to be paid a 
lecture fee of JPY 500,000 (approximately $4,600), which Senior Executive approved. Following 
the lecture, 500.com’s consultants learned that Official 1 would soon be promoted to Vice Minister 
in charge of IRs and Senior Executive unilaterally approved payment of a larger fee to Official 1 of 
JPY 2,000,000, even though the speech had already been given and Official 1 had not requested a 
larger fee.  
 
21. In August 2017, 500.com paid the lecture fee pursuant to a sham invoice for JPY 
2,400,000 ($26,395) issued by an entity owned by Consultant 3. Once payment was received 
Consultant 3 transferred JPY 2,000,000 to a company controlled or owned by Official 1. The sole 
purpose of the inflated lecture fee was to improperly influence Official 1 and obtain favorable 
treatment on IR related matters. 500.com improperly recorded the lecture fee as management 
expense – advisory fees. 
 
500.com Entered into a Sham Consulting Agreement with Company 1 for the Purpose of 
Paying Cash Bribes to Government Officials Connected to IRs in Japan  
 
22. In September 2017, Japan’s Prime Minister abruptly dissolved the lower house of 
the Japanese National Diet and called for a new general election in October 2017. Hoping to not 
lose momentum with influential Japanese politicians whose support was needed to enter the IR 
market, 500.com decided to use Consultant 1’s business, Company 1, to funnel cash to various 
National Diet members. The purpose of the payments was to influence the IR process and gain 
access to non-public information.  
 
23. On September 17, 2017, Consultant 2 communicated with Consultant 1 about the 
bribery scheme, indicating “Once the OK is given, let’s coordinate....in Hong Kong...and take 
cash (Japanese yen exchanged in Hong Kong) to Japan in a hand-carry bag. It surely will give an 
excellent impression to make monetary contributions before anyone else.” Senior Executive 
oversaw and approved the illicit payment scheme, including the transfer of cash by hand to the 
National Diet members after it was determined that it was illegal to donate campaign funds directly 
to the Japanese officials. 
 

 6 
24. In late September 2017, with Senior Executive and Consultant 1’s authorization, 
500.com signed a sham consulting agreement to pay, among other things, “[c]osts associated with 
IR Research and Reports of JPY 26,300,000 (or equivalent US dollars)” to Company 1 within five 
days. On or about September 22, 2017, 500.com wired $233,715 (approximately JPY 26,400,000) 
to Company 1’s bank, which then wired the money to a Hong Kong SAR, China (“Hong Kong”) 
bank affiliated with Consultant 2. The wire payment went through a U.S. correspondent bank 
account. Afterwards, Consultant 2 withdrew a portion of the money from the Hong Kong bank 
account. Consultant 2 and Consultant 3 used the money to pay cash bribes to several Japanese 
officials in Japan connected to IRs, including Official 1 and Official 2. 
 
25. 500.com improperly recorded the payment to Company 1 as management expense 
– advisory fees.  
  
500.com Funded Travel by Japanese Officials to Shenzhen, China, and Macau, in 
December 2017 and Paid Bribes to the Officials to Advance its Effort to Enter the 
IR Market 
26. In late December 2017, 500.com invited Official 1 and three other Japanese 
officials, including Official 2, to travel on a three-day trip from Tokyo to Shenzhen, China, and 
then Macau, purportedly to attend an IR related seminar on managing gambling addiction. The 
real purpose for inviting Official 1, Official 2, and the other officials on the trip was to 
improperly influence them and gain their support for 500.com entering the IR market. 500.com 
executives, including Senior Executive, and consultants accompanied the officials on the trip, 
along with employees of Company 1 and Tour Company, a travel agency that 500.com planned 
to partner with on the IR project.  
 
27. 500.com made improper payments of approximately $221,614 in connection with 
the December 2017 trip, including paying for roundtrip private jet transportation from Japan to 
Shenzhen and Macau, entertainment, meals and hotel costs, shopping, gifts, and cash bribes for 
Official 1, Official 2, and two other officials. 500.com improperly recorded the payments as 
management expenses – travel expenses. 
 
500.com Paid Costs Related to a Ski Trip for Official 1, his Family Members and 
Official 2 in February 2018 
 
28.  With Senior Executive’s approval, 500.com also sponsored a ski trip for Official 
1, his family members and Official 2 to Hokkaido, Japan, in February 2018. The ski trip did not 
involve a legitimate business purpose and was instead part of the effort to improperly influence 
Official 1 and Official 2 and gain their support for the establishment of an IR in Hokkaido.  
 
29. Tour Company Executive partnered with 500.com to pay for the ski trip. With 
Senior Executive’s approval, Consultant 3 and Tour Company paid approximately $6,635 for the 
trip and 500.com reimbursed Consultant 3 for his share of the costs. 500.com improperly recorded 
the payment as management expense – entertainment and travel expenses.  
 

 7 
30. In September 2020, Tour Company Executive was found guilty in Tokyo District 
Court of conspiring with Consultant 2 and Consultant 3 to win influence over the IR project by 
bribing Official 1 and Official 2 with the Hokkaido ski trip.  
 
500.com Failed to Follow Its Own Procurement Policy When it Retained Company 1, 
Company 2, and Company 3 as Consultants  
 
31. During the relevant period, 500.com failed to properly verify that payments to 
consultants were used for their stated purposes, and it failed to have mitigating controls to verify 
that services were properly rendered before paying the consultants and corresponding expense 
reimbursements. Executives at 500.com were able to direct employees to pay invoices without 
having supporting documented deliverables and to pay cash bribes. Furthermore, 500.com failed 
to provide anti-bribery and anti-corruption training to employees and third-party consultants who 
interacted with government officials on its behalf. 
 
32. Similar deficiencies surrounded the retention of Company 1 and two other 
business consultants, Company 2 and Company 3, in connection with the IR project.  
 
33. From August 2017 to August 2018, 500.com engaged Company 2 as a consultant 
and paid a total of $240,000. While the company received no legitimate deliverables from 
Company 2, the expense was nevertheless recorded as management expense-advisory fees for 
the Japan IR project. 
 
34. Similarly, from January 2018 to September 2019, 500.com also engaged 
Company 3 as a consultant and paid $310,785 for purported consulting services related to IRs. 
As with Company 2, despite lacking support for the existence of legitimate deliverables, the 
Company 3 expenses were also recorded as management expense-advisory fees for the Japan IR 
project. 
 
35. Though required by its Procurement Policy, 500.com did not provide its Finance 
Department with any price comparisons between the anticipated costs of the consulting services 
for Company 1, Company 2 and Company 3, and prevailing market rates prior to retaining their 
services.  
 
36. In addition to the improper payments described above, 500.com also paid 
approximately $1,004,887 to its consultants, approximately $115,452 in expenses related to the IR 
project, and an additional $370,774 to Company 1. Senior Executive authorized the payments. 
 
Legal Standards and Violations 
 
37. Under Section 21C(a) of the Exchange Act, the Commission may impose a cease- 
and-desist order upon any person who is violating, has violated, or is about to violate any provision 
of the Exchange Act or any rule or regulation thereunder, and upon any other person that is, was, 
or would be a cause of the violation, due to an act or omission the person knew or should have 
known would contribute to such violation. 
 

 8 
38. As a result of the conduct described above, 500.com violated Section 30A of the 
Exchange Act, which prohibits any issuer with securities registered pursuant to Section 12 of the 
Exchange Act or which is required to file reports under Section 15(d) of the Exchange Act, or 
any officer, director, employee, or agent acting on its behalf, to make use of the mails or any 
means or instrumentality of interstate commerce corruptly in furtherance of an effort to pay or 
offer to pay anything of value to foreign officials for the purpose of influencing their official 
decision-making, in order to assist in obtaining or retaining business.  
 
39. Further, as a result of the conduct described above, 500.com violated Section 
13(b)(2)(A) of the Exchange Act, which requires issuers to make and keep books, records, and 
accounts, which, in reasonable detail, accurately and fairly reflect the transactions and disposition 
of the assets of the issuer.  
 
40. In addition, as a result of the conduct described above, 500.com violated Section 
13(b)(2)(B) of the Exchange Act, which requires issuers to devise and maintain a system of 
internal accounting controls sufficient to provide reasonable assurances that (i) transactions are 
executed in accordance with management’s general or specific authorization; (ii) transactions are 
recorded as necessary (I) to permit preparation of financial statements in conformity with generally 
accepted accounting principles or any other criteria applicable to such statements, and (II) to 
maintain accountability for assets; (iii) access to assets is permitted only in accordance with 
management’s general or specific authorization; and (iv) the recorded accountability for assets is 
compared with the existing assets at reasonable intervals and appropriate action is taken with 
respect to any differences.  
 
Cooperation and Remediation 
 
           In determining to accept 500.com’s Offer, the Commission considered 500.com’s 
cooperation, and remedial efforts. 500.com, now known as BIT Mining Ltd., disposed of its entire 
lottery related business after an announcement in July 2021. In addition, the executives responsible 
for the misconduct are no longer employed by the company. The company has revised and 
enhanced its policies and procedures and training programs related to procurement, anti-corruption 
and the FCPA. During the investigation, the company’s cooperation included providing regular 
updates to the Commission, sharing facts identified during its own internal investigation, and 
providing English translations of important documents.  
 
Deferred-Prosecution Agreement 
 
Respondent has entered into a deferred-prosecution agreement that acknowledges 
responsibility for criminal conduct relating to the findings in the Order. Specifically, in United 
States v. Bit Mining Ltd., Crim. No. 24-cr-744 (U.S. District Court for the District of N..J.), 
Respondent acknowledged responsibility for violations of one count of conspiracy to commit an 
offense against the United States, in violation of Title 18, U.S.C. § 371, that is, to violate the anti-
bribery provisions of the FCPA as amended, Title 15, U.S.C. § 78dd-1, and to violate the books 
and records provisions of the FCPA, Title 15, U.S.C. §§ 78m(b)(2)(A) and (b)(5); and one count of 
violating the books and records provisions of the FCPA, Title 15, U.S.C. §§ 78m(b)(2)(A) and 
(b)(5). 

 9 
IV. 
 
             In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Sections 30A, 13(b)(2)(A) and 
13(b)(2)(B) of the Exchange Act. 
 
 B. Respondent shall, within fourteen days of the entry of this Order, pay a civil money  
penalty in the amount of $4,000,000 to the Securities and Exchange Commission for transfer to the 
general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717. Payment must be 
made in one of the following ways:  
 
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
500.com, now BIT Mining Ltd., as a Respondent in these proceedings, and the file number of these 
proceedings; a copy of the cover letter and check or money order must be sent to Tracy L. Price, 
Deputy Chief, FCPA Unit, Division of Enforcement, Securities and Exchange Commission, 100 F 
St., NE, Washington, DC 20549-5631.  
 
C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes. To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action ("Penalty Offset"). If the court in any Related Investor Action grants such a 

 10 
Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 
the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding. For purposes of this paragraph, a "Related Investor Action" 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding.  
 
D. Respondent acknowledges that the Commission is not imposing a civil penalty in 
excess of $4,000,000 based upon its cooperation and agreement to cooperate in a Commission 
investigation and/or related enforcement action. If at any time following the entry of the Order, the 
Division of Enforcement (“Division”) obtains information indicating that Respondent knowingly 
provided materially false or misleading information or materials to the Commission, or in a related 
proceeding, the Division may, at its sole discretion and with prior notice to the Respondent, 
petition the Commission to reopen this matter and seek an order directing that the Respondent pay 
an additional civil penalty. Respondent may contest by way of defense in any resulting  
administrative proceeding whether it knowingly provided materially false or misleading  
information, but may not: (1) contest the findings in the Order; or (2) assert any defense to liability 
or remedy, including, but not limited to, any statute of limitations defense. 
 
 
 
By the Commission. 
 
 
 
       Vanessa A. Countryman 
       Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101649 / November 18, 2024 

 

ACCOUNTING AND AUDITING ENFORCEMENT 

Release No. 4541 / November 18, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22324 

 

 

In the Matter of 

 

BIT MINING LTD.,  

 

Respondent. 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

  

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against BIT Mining Ltd. (“BIT Mining” or 

“Respondent”), formerly known as 500.com Limited (“500.com”). 

 

II. 

 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 

of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 

which the Commission is a party, Respondent admits the Commission’s jurisdiction over it and the 

subject matter of these proceedings, and consents to the entry of this Order Instituting Cease-and-

Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 

Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.  

 

         III. 

 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 

 

                                                 
1  The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any 

other person or entity in this or any other proceeding. 

 



 2 

Summary 

 

1. This matter arises from violations of the anti-bribery, books and records, and 

internal accounting controls provisions of the Foreign Corrupt Practices Act (“FCPA”) by 

500.com, which at the time of the misconduct was an online sports lottery service provider 

headquartered in Shenzhen, China. From 2017 to 2019, Respondent engaged in a widespread 

bribery scheme to influence numerous foreign government officials, including members of Japan’s 

parliament, in its effort to enter the Integrated Resort (“IR”) market and obtain licensing to 

establish an IR casino in Japan (“the IR project”). At the time, Japan had recently lifted its long-

standing ban on casinos and passed legislation to legalize gambling.  

 

2. The scheme included illicit payments of approximately $2.5 million in the form of 

fees and reimbursements to sham consultants, cash bribes to IR decision makers, and entertainment 

and extravagant trips for Japanese officials. 500.com also created a subsidiary, 500.com Nihon, to 

help orchestrate the bribery scheme. 500.com’s then Senior Executive authorized the improper 

payments, which were at times paid via a U.S. dollar denominated bank account or a U.S. 

correspondent bank. In late 2019, 500.com’s offices were raided, and Tokyo prosecutors charged 

its consultants with bribery and prosecuted prominent government officials for accepting bribes. 

500.com was unable to enter the IR market in Japan. The illicit payments were inaccurately 

reflected in the company’s books and records, and it failed to have sufficient internal accounting 

controls in place to detect or prevent the misconduct.  

 

                Respondent 

 

3. 500.com was formerly an online sports lottery service provider incorporated in 

the Cayman Islands, with headquarters and major business operations in Shenzhen, China. From 

November 2013 to April 2021, 500.com’s American Depositary Shares (ADSs) were registered 

with the Commission pursuant to Section 12(b) of the Exchange Act and traded on the New 

York Stock Exchange (“NYSE”) under the symbol “WBAI.” 500.com is now known as BIT 

Mining, a crypto assets mining business incorporated in the Cayman Islands and headquartered 

in Akron, Ohio. Since April 2021, BIT Mining’s ADSs have been registered with the 

Commission pursuant to Section 12(b) of the Exchange Act and trade on the NYSE under the 

symbol “BTCM.” 

 

        Other Relevant Entities and Individuals 

 

4. Senior Executive, a Chinese National, was an executive, officer, and agent of 

500.com from around September 2014 to 2020. Senior Executive authorized and approved 

500.com’s improper payments to Japanese officials via its consultants and signed the relevant 

consulting agreements. Senior Executive facilitated the improper payments to induce Japanese 

officials to support 500.com’s entry into the Japanese IR market.  

 

5. 500.com Nihon Co. Ltd. (“500.com Nihon”), a wholly owned subsidiary of 

500.com with operations in Japan, was incorporated in July 2017, and purportedly engaged in 

market research and promotional activities related to the IR project. 500.com Nihon was created 



 3 

primarily to facilitate the IR project, and its books and records were consolidated into the books 

and records of 500.com. 

 

6. Official 1, a Japanese National, was, during the relevant period, a member of the 

Japanese House of Representatives and Liberal Democratic Party, the Vice-Minister of Land, 

Infrastructure, Transport and Tourism, and the state Minister in charge of IRs at the Cabinet 

Office in Japan (“Vice-Minister”). In 2021, he was convicted in Tokyo District Court of 

accepting bribes from 500.com in 2017 and 2018, while the company was seeking to enter 

Japan’s IR market. The Court sentenced Official 1 to four years in prison and ordered him to 

pay a fine of JPY 7,600,000 (approximately $72,000). 

 

7. Official 2, a Japanese National, was, during the relevant period, the Assistant for 

Official 1 in Japan. In 2021, he was convicted in Tokyo District Court of accepting bribes from 

500.com in 2017 and 2018. The Court sentenced Official 2 to two years in prison and suspended 

the sentence. 

 

8. Company 1, a Singapore based subsidiary of a Japanese marketing and media 

resource company, was retained as a consultant by 500.com in 2017 in connection with the IR 

project. Consultant 1 was the Director and Senior Manager of Company 1 as well as a Director 

of 500.com Nihon.  

 

9. Consultant 1, a Chinese National, was a Director of 500.com Nihon and a Japan 

based translator, consultant, and Director of Company 1, who was retained by 500.com from 

April 2017 to June 2020 to assist with the IR project. Consultant 1 was also an agent of 

500.com. In August 2020, Consultant 1 pled guilty in Tokyo District Court to paying bribes to 

Official 1 on behalf of 500.com so that it could enter the IR market. 

 

10. Consultant 2, a Japanese National, was retained by 500.com from March 2017 

to September 2019, as a consultant and agent, to assist with the IR project. In August 2020, 

Consultant 2 pled guilty in Tokyo District Court to paying bribes on behalf of 500.com to 

Official 1 in exchange for Official 1’s help establishing an IR in either Hokkaido or Okinawa, 

Japan. In October 2020, Consultant 2 was convicted of bribery in Tokyo District Court. 

 

11. Consultant 3, a Japanese National, was retained by 500.com from July 2017 to 

September 2019, as a consultant and agent, to assist with the IR project. In August 2020, 

Consultant 3 pled guilty in Tokyo District Court to paying bribes on behalf of 500.com to 

Official 1 in exchange for Official 1’s help establishing an IR in Japan. In October 2020, 

Consultant 3 was convicted of bribery in Tokyo District Court. 

 

12. Tour Company Executive was the President of a Japan based tourism company 

that partnered with 500.com to seek Official 1’s support for establishment of an IR in Hokkaido. 

In September 2020, Tour Company Executive pled guilty in Tokyo District Court to conspiring 

with Consultant 2 and Consultant 3 to bribe Official 1. 

 

 

 



 4 

Facts 

 

The IR Project in Japan 

 

13. In April 2015, 500.com suspended its online lottery services in China after the 

government made changes to its rules governing online lottery sales. Thereafter, the Company’s 

net revenues declined substantially.  

 

14. On December 15, 2016, Japan’s parliament, the National Diet, passed the IR 

Promotion Act, which legalized gambling in Japan and lifted its long-standing comprehensive 

ban on casinos. In July 2018, the National Diet enacted the IR Implementation Act, which 

allowed for the licensing and creation of a limited number of resorts in Japan designed to 

integrate casinos with other facilities such as hotels, convention centers, entertainment venues, 

luxury retail areas and restaurants. 

 

15. 500.com’s then Senior Executive learned about the IR Promotion Act in 

approximately late 2016, and soon sought to bolster the company’s failing business operations 

by establishing an IR related casino in Japan. In order to facilitate this goal, the company 

engaged in a widespread bribery scheme designed to influence numerous foreign government 

officials, including members of Japan’s National Diet. 

 

16. Between March and July 2017, 500.com hired Japan-based consultants, including 

but not limited to Consultant 1, Consultant 2, and Consultant 3, to assist with entering the IR 

market. In July 2017, 500.com created 500.com Nihon, a Tokyo based subsidiary, to facilitate 

its entry into the IR market, and made Consultant 1 a Director. In a text message dated July 14, 

2017, Consultant 1 asked Consultant 2 about “500 Corporation being able to enter into IR in the 

first attempt” and referenced Senior Executive’s concern about “head-on competition with a 

major company in Europe or the U.S. in open application” to which Consultant 2 replied, 

“[t]hat’s why we’re aiming for cities where under-the-table deals can be used.” Later, in 

September 2017, 500.com hired Consultant 1’s company, Company 1, as another purported 

consultant on the IR project. 

 

17. Ultimately, the bribery scheme came to light in late 2019 and Tokyo prosecutors 

charged both Japanese officials and consultants of 500.com in connection with the bribery scheme. 

500.com did not obtain a license for an IR in Japan and was unable to enter the IR market.  

 

500.com Used Consultants to Make Improper Payments to Government 

Officials Closely Connected to IRs, Including Official 1 and Official 2 

 

18. In order to enter the nascent and competitive IR market, 500.com’s Senior 

Executives and management knew it needed to gain support from influential government 

officials with ties to IR development in Japan. As a means to gain this needed support, sham 

consultants were hired to target government officials and pay them bribes on behalf of the 

company. From 2017 to 2019, improper payments of approximately $2.5 million were paid to 

further 500.com’s pursuit of entering the IR market, and were made through methods including 

sham consulting fees and reimbursements, cash bribes, and entertainment and extravagant trips. 



 5 

A portion of the improper payments were paid to, or for the benefit of, government officials. 

Some examples of the improper payments are described herein. 

 

19.  In connection with the bribery scheme, 500.com used a U.S. dollar denominated 

bank account to facilitate improper payments, and U.S. based email service providers were used 

at times when communicating about the IR project. During the relevant period, 500.com failed to 

devise and maintain a system of internal accounting controls sufficient to detect or prevent the 

improper payments. 

 

500.com Paid a Bribe Disguised as a “Lecture Fee” to Official 1 for his 

Attendance at an IR Symposium in Okinawa, Japan, in August 2017 

 

20. In approximately July 2017, 500.com planned an IR Symposium to promote its bid 

for the development of an IR in Okinawa, Japan. Senior Executive invited Official 1 to be a 

keynote speaker at the Symposium which was held in August 2017. Official 1 agreed to be paid a 

lecture fee of JPY 500,000 (approximately $4,600), which Senior Executive approved. Following 

the lecture, 500.com’s consultants learned that Official 1 would soon be promoted to Vice Minister 

in charge of IRs and Senior Executive unilaterally approved payment of a larger fee to Official 1 of 

JPY 2,000,000, even though the speech had already been given and Official 1 had not requested a 

larger fee.  

 

21. In August 2017, 500.com paid the lecture fee pursuant to a sham invoice for JPY 

2,400,000 ($26,395) issued by an entity owned by Consultant 3. Once payment was received 

Consultant 3 transferred JPY 2,000,000 to a company controlled or owned by Official 1. The sole 

purpose of the inflated lecture fee was to improperly influence Official 1 and obtain favorable 

treatment on IR related matters. 500.com improperly recorded the lecture fee as management 

expense – advisory fees. 

 

500.com Entered into a Sham Consulting Agreement with Company 1 for the Purpose of 

Paying Cash Bribes to Government Officials Connected to IRs in Japan  

 

22. In September 2017, Japan’s Prime Minister abruptly dissolved the lower house of 

the Japanese National Diet and called for a new general election in October 2017. Hoping to not 

lose momentum with influential Japanese politicians whose support was needed to enter the IR 

market, 500.com decided to use Consultant 1’s business, Company 1, to funnel cash to various 

National Diet members. The purpose of the payments was to influence the IR process and gain 

access to non-public information.  

 

23. On September 17, 2017, Consultant 2 communicated with Consultant 1 about the 

bribery scheme, indicating “Once the OK is given, let’s coordinate….in Hong Kong…and take 

cash (Japanese yen exchanged in Hong Kong) to Japan in a hand-carry bag. It surely will give an 

excellent impression to make monetary contributions before anyone else.” Senior Executive 

oversaw and approved the illicit payment scheme, including the transfer of cash by hand to the 

National Diet members after it was determined that it was illegal to donate campaign funds directly 

to the Japanese officials. 

 



 6 

24. In late September 2017, with Senior Executive and Consultant 1’s authorization, 

500.com signed a sham consulting agreement to pay, among other things, “[c]osts associated with 

IR Research and Reports of JPY 26,300,000 (or equivalent US dollars)” to Company 1 within five 

days. On or about September 22, 2017, 500.com wired $233,715 (approximately JPY 26,400,000) 

to Company 1’s bank, which then wired the money to a Hong Kong SAR, China (“Hong Kong”) 

bank affiliated with Consultant 2. The wire payment went through a U.S. correspondent bank 

account. Afterwards, Consultant 2 withdrew a portion of the money from the Hong Kong bank 

account. Consultant 2 and Consultant 3 used the money to pay cash bribes to several Japanese 

officials in Japan connected to IRs, including Official 1 and Official 2. 

 

25. 500.com improperly recorded the payment to Company 1 as management expense 

– advisory fees.  

  

500.com Funded Travel by Japanese Officials to Shenzhen, China, and Macau, in 

December 2017 and Paid Bribes to the Officials to Advance its Effort to Enter the 

IR Market 

26. In late December 2017, 500.com invited Official 1 and three other Japanese 

officials, including Official 2, to travel on a three-day trip from Tokyo to Shenzhen, China, and 

then Macau, purportedly to attend an IR related seminar on managing gambling addiction. The 

real purpose for inviting Official 1, Official 2, and the other officials on the trip was to 

improperly influence them and gain their support for 500.com entering the IR market. 500.com 

executives, including Senior Executive, and consultants accompanied the officials on the trip, 

along with employees of Company 1 and Tour Company, a travel agency that 500.com planned 

to partner with on the IR project.  

 

27. 500.com made improper payments of approximately $221,614 in connection with 

the December 2017 trip, including paying for roundtrip private jet transportation from Japan to 

Shenzhen and Macau, entertainment, meals and hotel costs, shopping, gifts, and cash bribes for 

Official 1, Official 2, and two other officials. 500.com improperly recorded the payments as 

management expenses – travel expenses. 

 

500.com Paid Costs Related to a Ski Trip for Official 1, his Family Members and 

Official 2 in February 2018 

 

28.  With Senior Executive’s approval, 500.com also sponsored a ski trip for Official 

1, his family members and Official 2 to Hokkaido, Japan, in February 2018. The ski trip did not 

involve a legitimate business purpose and was instead part of the effort to improperly influence 

Official 1 and Official 2 and gain their support for the establishment of an IR in Hokkaido.  

 

29. Tour Company Executive partnered with 500.com to pay for the ski trip. With 

Senior Executive’s approval, Consultant 3 and Tour Company paid approximately $6,635 for the 

trip and 500.com reimbursed Consultant 3 for his share of the costs. 500.com improperly recorded 

the payment as management expense – entertainment and travel expenses.  

 



 7 

30. In September 2020, Tour Company Executive was found guilty in Tokyo District 

Court of conspiring with Consultant 2 and Consultant 3 to win influence over the IR project by 

bribing Official 1 and Official 2 with the Hokkaido ski trip.  

 

500.com Failed to Follow Its Own Procurement Policy When it Retained Company 1, 

Company 2, and Company 3 as Consultants  

 

31. During the relevant period, 500.com failed to properly verify that payments to 

consultants were used for their stated purposes, and it failed to have mitigating controls to verify 

that services were properly rendered before paying the consultants and corresponding expense 

reimbursements. Executives at 500.com were able to direct employees to pay invoices without 

having supporting documented deliverables and to pay cash bribes. Furthermore, 500.com failed 

to provide anti-bribery and anti-corruption training to employees and third-party consultants who 

interacted with government officials on its behalf. 

 

32. Similar deficiencies surrounded the retention of Company 1 and two other 

business consultants, Company 2 and Company 3, in connection with the IR project.  

 

33. From August 2017 to August 2018, 500.com engaged Company 2 as a consultant 

and paid a total of $240,000. While the company received no legitimate deliverables from 

Company 2, the expense was nevertheless recorded as management expense-advisory fees for 

the Japan IR project. 

 

34. Similarly, from January 2018 to September 2019, 500.com also engaged 

Company 3 as a consultant and paid $310,785 for purported consulting services related to IRs. 

As with Company 2, despite lacking support for the existence of legitimate deliverables, the 

Company 3 expenses were also recorded as management expense-advisory fees for the Japan IR 

project. 

 

35. Though required by its Procurement Policy, 500.com did not provide its Finance 

Department with any price comparisons between the anticipated costs of the consulting services 

for Company 1, Company 2 and Company 3, and prevailing market rates prior to retaining their 

services.  

 

36. In addition to the improper payments described above, 500.com also paid 

approximately $1,004,887 to its consultants, approximately $115,452 in expenses related to the IR 

project, and an additional $370,774 to Company 1. Senior Executive authorized the payments. 

 

Legal Standards and Violations 

 

37. Under Section 21C(a) of the Exchange Act, the Commission may impose a cease- 

and-desist order upon any person who is violating, has violated, or is about to violate any provision 

of the Exchange Act or any rule or regulation thereunder, and upon any other person that is, was, 

or would be a cause of the violation, due to an act or omission the person knew or should have 

known would contribute to such violation. 

 



 8 

38. As a result of the conduct described above, 500.com violated Section 30A of the 

Exchange Act, which prohibits any issuer with securities registered pursuant to Section 12 of the 

Exchange Act or which is required to file reports under Section 15(d) of the Exchange Act, or 

any officer, director, employee, or agent acting on its behalf, to make use of the mails or any 

means or instrumentality of interstate commerce corruptly in furtherance of an effort to pay or 

offer to pay anything of value to foreign officials for the purpose of influencing their official 

decision-making, in order to assist in obtaining or retaining business.  

 

39. Further, as a result of the conduct described above, 500.com violated Section 

13(b)(2)(A) of the Exchange Act, which requires issuers to make and keep books, records, and 

accounts, which, in reasonable detail, accurately and fairly reflect the transactions and disposition 

of the assets of the issuer.  

 

40. In addition, as a result of the conduct described above, 500.com violated Section 

13(b)(2)(B) of the Exchange Act, which requires issuers to devise and maintain a system of 

internal accounting controls sufficient to provide reasonable assurances that (i) transactions are 

executed in accordance with management’s general or specific authorization; (ii) transactions are 

recorded as necessary (I) to permit preparation of financial statements in conformity with generally 

accepted accounting principles or any other criteria applicable to such statements, and (II) to 

maintain accountability for assets; (iii) access to assets is permitted only in accordance with 

management’s general or specific authorization; and (iv) the recorded accountability for assets is 

compared with the existing assets at reasonable intervals and appropriate action is taken with 

respect to any differences.  

 

Cooperation and Remediation 

 

           In determining to accept 500.com’s Offer, the Commission considered 500.com’s 

cooperation, and remedial efforts. 500.com, now known as BIT Mining Ltd., disposed of its entire 

lottery related business after an announcement in July 2021. In addition, the executives responsible 

for the misconduct are no longer employed by the company. The company has revised and 

enhanced its policies and procedures and training programs related to procurement, anti-corruption 

and the FCPA. During the investigation, the company’s cooperation included providing regular 

updates to the Commission, sharing facts identified during its own internal investigation, and 

providing English translations of important documents.  

 

Deferred-Prosecution Agreement 

 

Respondent has entered into a deferred-prosecution agreement that acknowledges 

responsibility for criminal conduct relating to the findings in the Order. Specifically, in United 

States v. Bit Mining Ltd., Crim. No. 24-cr-744 (U.S. District Court for the District of N..J.), 

Respondent acknowledged responsibility for violations of one count of conspiracy to commit an 

offense against the United States, in violation of Title 18, U.S.C. § 371, that is, to violate the anti-

bribery provisions of the FCPA as amended, Title 15, U.S.C. § 78dd-1, and to violate the books 

and records provisions of the FCPA, Title 15, U.S.C. §§ 78m(b)(2)(A) and (b)(5); and one count of 

violating the books and records provisions of the FCPA, Title 15, U.S.C. §§ 78m(b)(2)(A) and 

(b)(5). 



 9 

IV. 

 

             In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 

committing or causing any violations and any future violations of Sections 30A, 13(b)(2)(A) and 

13(b)(2)(B) of the Exchange Act. 

 

 B. Respondent shall, within fourteen days of the entry of this Order, pay a civil money  
penalty in the amount of $4,000,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717. Payment must be 

made in one of the following ways:  

 

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

500.com, now BIT Mining Ltd., as a Respondent in these proceedings, and the file number of these 

proceedings; a copy of the cover letter and check or money order must be sent to Tracy L. Price, 

Deputy Chief, FCPA Unit, Division of Enforcement, Securities and Exchange Commission, 100 F 

St., NE, Washington, DC 20549-5631.  

 

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action ("Penalty Offset"). If the court in any Related Investor Action grants such a 

http://www.sec.gov/about/offices/ofm.htm


 10 

Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 

the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding. For purposes of this paragraph, a "Related Investor Action" 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding.  

 

D. Respondent acknowledges that the Commission is not imposing a civil penalty in 

excess of $4,000,000 based upon its cooperation and agreement to cooperate in a Commission 

investigation and/or related enforcement action. If at any time following the entry of the Order, the 

Division of Enforcement (“Division”) obtains information indicating that Respondent knowingly 

provided materially false or misleading information or materials to the Commission, or in a related 

proceeding, the Division may, at its sole discretion and with prior notice to the Respondent, 

petition the Commission to reopen this matter and seek an order directing that the Respondent pay 

an additional civil penalty. Respondent may contest by way of defense in any resulting  

administrative proceeding whether it knowingly provided materially false or misleading  

information, but may not: (1) contest the findings in the Order; or (2) assert any defense to liability 

or remedy, including, but not limited to, any statute of limitations defense. 

 

 

 

By the Commission. 

 

 

 

       Vanessa A. Countryman 

       Secretary 


	UNITED STATES OF AMERICA
	Summary
	Deferred-Prosecution Agreement