UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2023
Commission File Number: 001-36206
BIT Mining Limited
428 South Seiberling Street
Akron, Ohio 44306
United States of America
+1 (346) 204-8537
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F ¨
TABLE OF CONTENTS
TABLE OF CONTENTS
Exhibit 99.1 - Incentive Compensation Clawback Policy of the Registrant
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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BIT Mining Limited |
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By: |
/s/
Xianfeng Yang |
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Name: |
Xianfeng Yang |
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Title: |
Chief Executive Officer |
Date: November 24, 2023
Exhibit 99.1
BIT Mining Limited
Incentive Compensation
Clawback Policy
(As Adopted on November 16, 2023 Pursuant to
NYSE Rule 303A.14)
1.
Overview. The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”)
of BIT Mining Limited (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”)
which requires the recoupment of certain incentive-based compensation in accordance with the terms herein and is intended to comply with
Section 303A.14 of The New York Stock Exchange Listed Company Manual, as such section may be amended from time to time (the “Listing
Rules”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms under Section 12
of this Policy.
2.
Interpretation and Administration. The Committee shall have full authority to interpret and enforce the Policy; provided, however,
that the Policy shall be interpreted in a manner consistent with its intent to meet the requirements of the Listing Rules. As further
set forth in Section 10 below, this Policy is intended to supplement any other clawback policies and procedures that the Company may have
in place from time to time pursuant to other applicable law, plans, policies or agreements.
3.
Covered Executives. The Policy applies to each current and former Executive Officer of the Company who serves or served as
an Executive Officer at any time during a performance period in respect of which Incentive Compensation is Received, to the extent
that any portion of such Incentive Compensation is (a) Received by the Executive Officer during the last three completed Fiscal Years
or any applicable Transition Period preceding the date that the Company is required to prepare a Restatement (regardless of whether any
such Restatement is actually filed) and (b) determined to have included Erroneously Awarded Compensation. For purposes of determining
the relevant recovery period referenced in the preceding clause (a), the date that the Company is required to prepare a Restatement under
the Policy is the earlier to occur of (i) the date that the Board, a committee of the Board, or the officer or officers of the Company
authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required
to prepare a Restatement or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement.
Executive Officers subject to this Policy pursuant to this Section 3 are referred to herein as “Covered Executives.”
4.
Recovery of Erroneously Awarded Compensation. If any Erroneously Awarded Compensation is Received by a Covered Executive, the
Company shall reasonably promptly take steps to recover such Erroneously Awarded Compensation in a manner described under Section 5 of
this Policy.
5. Forms
of Recovery. The Committee shall determine, in its sole discretion and in a manner that effectuates the purpose of the Listing
Rules, one or more methods for recovering any Erroneously Awarded Compensation hereunder in accordance with Section 4 above, which
may include, without limitation: (a) requiring cash reimbursement; (b) seeking recovery or forfeiture of any gain realized on the
vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (c) offsetting the amount to be
recouped from any compensation otherwise owed by the Company to the Covered Executive; (d) cancelling outstanding vested or unvested
equity awards; or (e) taking any other remedial and recovery action permitted by law, as determined by the Committee. To the extent
the Covered Executive refuses to pay to the Company an amount equal to the Erroneously Awarded Compensation, the Company shall have
the right to sue for repayment and/or enforce the Covered Executive’s obligation to make payment through the reduction or
cancellation of outstanding and future compensation. Any reduction, cancellation or forfeiture of compensation shall be done in
compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
6.
No Indemnification. The Company shall not indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation
for which the Committee has determined to seek recoupment pursuant to this Policy.
7.
Exceptions to the Recovery Requirement. Notwithstanding anything in this Policy to the contrary, Erroneously Awarded Compensation
need not be recovered pursuant to this Policy if the Committee (or, if the Committee is not composed solely of Independent Directors,
a majority of the Independent Directors serving on the Board) determines that recovery would be impracticable as a result of any of the
following:
(a)
the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered; provided
that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement,
the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover,
and provide that documentation to the Exchange;
(b)
recovery would violate home country law where that law was adopted prior to November 28, 2022; provided that, before concluding
that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company
must obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation, and must provide
such opinion to the Exchange; or
(c)
recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees
of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.
8.
Committee Determination Final. Any determination by the Committee with respect to the Policy shall be final, conclusive and
binding on all interested parties.
9.
Amendment. The Policy may be amended by the Committee from time to time, to the extent permitted under the Listing Rules.
10. Non-Exclusivity.
Nothing in the Policy shall be viewed as limiting the right of the Company or the Committee to pursue additional remedies or
recoupment under or as required by any similar policy adopted by the Company or under the Company’s compensation plans, award
agreements, employment agreements or similar agreements or the applicable provisions of any law, rule or regulation which may
require or permit recoupment to a greater degree or with respect to additional compensation as compared to this Policy (but without
duplication as to any recoupment already made with respect to Erroneously Awarded Compensation pursuant to this Policy). This Policy
shall be interpreted in all respects to comply with the Listing Rules.
11.
Successors. The Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors,
administrators or other legal representatives.
12.
Defined Terms.
“Covered Executives”
shall have the meaning set forth in Section 3 of this Policy.
“Erroneously Awarded
Compensation” shall mean the amount of Incentive Compensation actually Received that exceeds the amount of Incentive Compensation
that otherwise would have been Received had it been determined based on the restated amounts, and computed without regard to any taxes
paid. For Incentive Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Incentive Compensation
is not subject to mathematical recalculation directly from the information in a Restatement:
| (A) | The calculation of Erroneously Awarded Compensation shall be based on a reasonable estimate of the effect
of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was Received; and |
| (B) | The Company shall maintain documentation of the determination of that reasonable estimate and provide
such documentation to the Exchange. |
“Exchange”
shall mean The New York Stock Exchange.
“Executive Officer”
shall mean the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting
officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales,
administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making
functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries shall be deemed executive officers of the
Company if they perform such policy-making functions for the Company.
“Financial Reporting
Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing
the Company’s financial statements, and any measures that are derived wholly or in part from such measures, including, without limitation,
stock price and total shareholder return (in each case, regardless of whether such measures are presented within the Company’s financial
statements or included in a filing with the Securities and Exchange Commission).
“Fiscal Year”
shall mean the Company’s fiscal year; provided that a Transition Period between the last day of the Company’s previous fiscal
year end and the first day of its new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.
“Incentive
Compensation” shall mean any compensation (whether cash or equity-based) that is granted, earned, or vested based
wholly or in part upon the attainment of a Financial Reporting Measure, and may include, but shall not be limited to, performance
bonuses and long-term incentive awards such as stock options, stock appreciation rights, restricted stock, restricted stock units,
performance share units or other equity-based awards. For the avoidance of doubt, Incentive Compensation does not include (i) awards
that are granted, earned and vested exclusively upon completion of a specified employment period, without any performance condition,
and (ii) bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures.
Notwithstanding the foregoing, compensation amounts shall not be considered “Incentive Compensation” for purposes of the
Policy unless such compensation is Received (1) while the Company has a class of securities listed on a national securities exchange
or a national securities association and (2) on or after October 2, 2023, the effective date of the Listing Rules.
“Independent Director”
shall mean a director who is determined by the Board to be “independent” for Board or Committee membership, as applicable,
under the rules of the Exchange, as of any determination date.
“Listing Rules”
shall have the meaning set forth in Section 1 of this Policy.
Incentive Compensation shall
be deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified
in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that
period.
“Restatement”
shall mean an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the
securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material
to the Company’s previously issued financial statements, or that would result in a material misstatement if the error were corrected
in the current period or left uncorrected in the current period.
“Transition Period”
shall mean any transition period that results from a change in the Company’s Fiscal Year within or immediately following the three
completed Fiscal Years immediately preceding the Company’s requirement to prepare a Restatement.
Adopted on: November 16,
2023
Acknowledgment of Incentive
Compensation Clawback Policy
Reference is made to the BIT
Mining Limited Incentive Compensation Clawback Policy (as adopted on November 16, 2023 pursuant to NYSE Rule 303A.14) (the “Policy”).
Capitalized terms used herein without definition have the meanings assigned to such terms under the Policy.
By signing below, the undersigned
acknowledges, confirms and agrees that:
| · | the undersigned has received and reviewed a copy of the Policy; |
| · | the undersigned is, and will continue to be, subject to the Policy to the extent provided therein; |
| · | the Policy may apply both during and after termination of the undersigned’s employment with the
Company and its affiliates; and |
| · | the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning
any Erroneously Awarded Compensation to the Company pursuant to the Policy. |
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Date |
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