Gridsum Holding Inc. is committed to promoting high standards of ethical business conduct and to compliance with all applicable laws, rules, and regulations. As part of this commitment, all employees worldwide, including individuals employed by or acting on behalf of Gridsum Holding Inc. or any of its subsidiaries or consolidated affiliated entities (collectively, “Gridsum” or the “Company”), are required to comply with the Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act, other anti-bribery laws, local laws, this Policy, and any procedures developed by management to implement this Policy.
亚游集团控股公司承诺促进高标准的道德商业行为， 并遵守所有适用的法律，法规和条例。 作为该承诺的一部分，全球所有员工， 包括由亚游集团控股公司或其任何子公司或合并关联实体（统称为“亚游集团”或“本公司”）受雇或代理的个人， 均须遵守 “反海外腐败法”（“FCPA”），“英国贿赂法”，其他反贿赂法，当地法律， 本政策以及管理层为实施本政策而制定的任何程序
I. CONDUCT PROHIBITED
Gridsum and its officers, employees, agents and representatives are prohibited from authorizing, making, offering, promising, requesting, receiving or accepting bribes or kickbacks in any form.
Do not authorize, make, offer, promise, request receive, or accept bribes, kickbacks, or other improper payments or benefits.
This prohibition applies to all forms of bribery including commercial bribery as well as bribery of government officials.
The U.S. and other anti-corruption laws prohibiting bribery are very broad, so that many kinds of gifts or entertainment provided to government employees might be considered improper. For that reason, you may not give anything of value to any government official for an improper purpose as described in this policy. This prohibition applies regardless of whether the payment or offer of payment is made directly to the government official or indirectly through a third party.
Examples of prohibited conduct include:
payments made directly to a government official for an improper purpose;
payments or gifts to third parties where you know or have reason to know that at least a portion of the payments or gifts is likely to be offered by the third party to a government official for an improper purpose;
acts “in furtherance of” an improper payment, such as arranging for funds to be available for the improper payment; and
payments to retain assets, such as an “under the table” payment to a tax official to settle a tax claim.
It is important to avoid even the appearance of impropriety. If you have any questions about whether a payment may be improper or violate this Policy, consult the Company’s General Counsel, Compliance Officer or his or her designee (the “Compliance Officer”) before any payment or offer is made.
II. IMPORTANT CONCEPTS
“Government official” includes:
any official or employee of a government, including any political party, administrative agency, or government-owned business;
any person acting in an official capacity on behalf of a government entity;
employees or agents of a business which is owned or controlled by a government;
any person or firm employed by or acting for or on behalf of any government;
any political party official, employee or agent of a political party, or candidate for political office (or political party position); and
any family member or other representative of any of the above.
Any doubts about whether a particular person is a government official should be resolved by assuming that the individual involved is a government official for FCPA purposes.
“Anything of value”includes money and monetary equivalents (such as gambling chips and gift cards), entertainment, accommodations, gifts and any other benefit. The FCPA does not specify a “minimum” or threshold amount that constitutes a bribe – anything of value, whatever the amount, can be sufficient to trigger a violation.
“有价值的东西”包括货币和货币等价物（如赌场筹码和礼品卡），娱乐，住宿，礼品和任何其他利益。“反海外腐败法”没有指定构成贿赂的“最低”或阈值金额 - 任何有价值的东西，无论金额足以触发违规行为。
“Improper advantage” includes payments intended to wrongfully:
influence a decision by a government official to the benefit of the payer, for example, awarding or renewing a contract;
influence a decision by a government official not to perform an official function to the benefit of the payer, for example, failing to impose a penalty;
induce a government official to use his or her influence to affect a decision by someone else in that government to the benefit of the payer; or
induce a government official to use his or her influence to affect or influence any act or decision in order to provide an improper advantage to the payer.
In addition to obtaining or retaining business, “improper advantage” includes reducing taxes, or duties, “looking the other way” at even minor code or rule violations, and any form of preferential treatment.
III. GIFTS, ENTERTAINMENT, TRAVEL & PROMOTIONAL EXPENDITURES
Significant legal restrictions apply with regard to providing gifts, entertainment, travel and promotional expenditures related to government officials. You must make sure you fully understand all such restrictions and associated policies and procedures.
In each instance involving a government official:
All gifts, entertainment, or promotional expenses which are intended to induce a government official to misuse his position or to obtain an improper advantage are prohibited, regardless of their value;
Expenses must be reasonable, have a valid business purpose, and be customary and appropriate under US and local law;
Expenses associated with travel of a government official require the prior written approval of the Compliance Officer;
Gifts must be of token value (such as shirts or tote bags that reflect Gridsum’s business name and/or logo), legal and customary, and openly given; and
Any gift valued US$50 per item, or meal or entertainment above $100 per person or US$1,000 in total requires the prior written authorization of the Compliance Officer;
Expenses and gifts must be fully and accurately reflected in the Company’s books and records and supported by valid receipts and documentation that identifies the purpose, amount, and recipient of the gift or expenditure and specification of whether the recipient was a public sector or government official or employee.
You should avoid even the appearance of impropriety. Any gift or expense that is lavish or might otherwise prove embarrassing for the Company is prohibited. If you have any question regarding the appropriateness of any gift or expense, you should consult the Company’s Compliance Officer prior to giving the gift or incurring the expense.
你应该避免出现不正当之处。 禁止任何奢侈或可能会对本公司造成误解的礼品或费用。 如果您对任何礼品或费用的适用性有任何疑问，请在给予礼品或承担费用之前咨询本公司的合规官员。
IV. AGENTS, CONSULTANTS AND OTHER THIRD PARTIES
In addition to the prohibition against making payments directly, this policy prohibits indirect payments, i.e., payments made to a government official by a third party acting on the Company’s behalf where the payment would otherwise be wrongful under this policy. Therefore, before initiating a commercial relationship with agents or entities outside of the US, such as providers of customer support or consulting services, you must conduct appropriate due diligence to assure yourself that the agent or entity will not make improper payments that would violate this policy. Due diligence typically includes considering such factors as:
Have you identified the candidate’s owner and other business affiliations to determine whether a foreign government official might gain financially from the potential relationship;
Have you checked the candidate’s qualifications to do the work for which the candidate is being engaged;
Have you checked the candidate’s legal qualifications to conduct business in the country in which the work is to be performed;
Have you reviewed the candidate’s audited financial statement (if available) or other financial information;
Have you obtained references from other reputable companies for whom the candidate has already provided services;
Have you obtained references from local institutions, banks, accounting firms or embassy/consulate; and
Have you confirmed the requested compensation is commensurate with the prevailing market rate or is otherwise reasonable for the services being conducted so as not to be perceived as a bribe?
Consult the Company’s Compliance Officer regarding the appropriate due diligence procedure for your situation.
Where practicable, the Company should document commercial relationships with third party agents or entities and should include in the contract a provision that the third party will comply with the FCPA and similar anti-corruption laws. Such compliance certifications should be updated periodically.
The Company must terminate contracts with any third party who is unwilling or unable to represent the Company in a manner consistent with this Policy.
V. RED FLAGS
While conducting due diligence and throughout any subsequent relationship, you must monitor for any “red flags.” A “red flag” is a fact or circumstance which requires additional consideration and extra caution. Red flags may appear in many forms and can include:
payments in a country with a history or reputation for corruption;
refusal to provide a certification of compliance with the FCPA;
unusual payment patterns or requests, including payments to third parties, in cash, and payments made to bank accounts outside the country;
representations or boasting about influence or connections;
use of a shell or holding company that obscures ownership without credible explanation;
accusations of improper business practices (credible rumors or media reports, etc.);
family or business relationship with the government or a government official;
requests for payments “up front” or statements that a particular amount of money is needed to “get the business,” “make the necessary arrangements,” or similar expressions;
unusually high commissions, agents’ fees, or payments for goods or services;
apparent lack of qualifications or resources;
whether the representative or joint venture partner has been recommended by an official of the potential government customer;
requests to be able to make agreements without the Company’s approval; and
requests that agreements or communications be kept secret.
You are responsible for monitoring your email and other communications and documents for red flags. Any red flags should be brought promptly to the attention of your supervisor or the Company’s Compliance Officer. Failure to do so is considered a violation of this Policy.
VI. BOOKS AND RECORDS
All employees must maintain accurate records of all transactions and assist in ensuring that the Company’s books and records accurately and fairly reflect, with appropriate detail, all transactions, expenses, or other dispositions of assets. To that end, every employee is prohibited from falsifying any business or accounting record and must truthfully report and record all dispositions of assets. Undisclosed or unrecorded funds or assets—for any purpose—are prohibited.
Any questions on how to record transactions should be referred to the Company’s Compliance Officer.
In addition to the guidelines set forth above, all employees must comply with the Company’s Code of Business Conduct and Ethics.
VII. REPORTING BREACHES OF THIS POLICY
Compliance with this Policy is, first and foremost, the individual responsibility of every Gridsum employee. All employees must report, in person or in writing, any known or suspected violations of this Policy to the Chair of the Audit Committee. Additionally, all employees may contact the Compliance Officer or the Chair of the Audit Committee with questions or concerns about this Policy. Any questions or violation reports will be addressed promptly, and can be made anonymously.
Gridsum will not allow any retaliation against any Gridsum employee who acts in good faith in reporting any violation of this Policy. The Company will investigate reported violations and will determine an appropriate response, including corrective action and preventative measures, and will involve the Chair of the Audit Committee or Chief Financial Officer when required. All reports will be treated confidentially to the extent possible.
VIII. CERTIFICATION AND ENFORCEMENT
From time to time, Gridsum personnel may be required to complete FCPA training and sign a certification acknowledging commitment to, full understanding of, and compliance with this Policy. The acknowledgment statement shall be included in the personnel file of each such employee. Any Gridsum personnel who violate this Policy or who fail to make or falsify any certification required under this Policy may be subject to disciplinary action, up to and including termination of employment or of the business relationship.
IX. ADMINISTRATION OF THIS POLICY; AMENDMENTS
The Company reserves the right to determine, in its own discretion and on the basis of the information available to it, whether this Policy has been violated. This Policy is not meant to create legal rights. The Company reserves the right to amend this Policy or adopt such other policies and procedures as the Company considers appropriate in order to carry out the purposes of this Policy.
EMPLOYEE CERTIFICATION REGARDING COMPLIANCE WITH ANTI-CORRUPTION POLICY
I have read and understand the Anti-Corruption Policy (the “Policy”) of Gridsum Holding Inc. (together with its subsidiaries and consolidated affiliated entities, “Gridsum” or the “Company”). I undertake to comply with the provisions of the Policy. I hereby represent that:
1.Except as disclosed below, I have not participated in, and am not aware of, any violation of the FCPA or the Policy by myself or any other employee, agent, individual, or entity acting on behalf of Gridsum. I hereby represent that:
I have not paid, offered, promised to pay (or authorized any payment or offer of) money or anything of value, directly or indirectly, to any government official in order to wrongfully influence the government official, obtain or retain business, direct business to any person, induce a government official to use his or her influence to affect or influence any act or decision, or receive any improper advantage.
I am not aware of, and have no reason to believe that, any employee, agent, individual, or entity acting on behalf of Gridsum has paid, offered, promised to pay (or authorized any payment or offer of) money or anything of value, directly or indirectly, to any government official in order to wrongfully influence the government official, obtain or retain business, direct business to any person, induce a government official to use his or her influence to affect or influence any act or decision, or receive any improper advantage.
I shall not pay, offer, promise to pay (or authorize any payment or offer of) money or anything of value, directly or indirectly, to any government official in order to wrongfully influence the government official, obtain or retain business, direct business to any person, induce a government official to use his or her influence to affect or influence any act or decision, or receive an improper advantage.
2. Should I ever obtain information giving me reason to believe that any employee, agent, individual, or entity acting on behalf of Gridsum may have engaged in conduct that violates the FCPA or the Policy, I undertake to report that information promptly to the Compliance Officer of the Company.
2. 如果我获得的信息使我有理由相信，任何代表亚游集团的员工，代理机构，个人或实体的行为可能会违反反海外腐败法或本政策，我承诺会立即向公司合规官披露该信息 。
I have engaged in or observed the following incidents of potential non-compliance: