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.

国双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, 包括由国双控股公司或其任何子公司或合并关联实体(统称为“国双”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. 被禁止的行为

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.

  • 禁止授权,提出,提供,承诺,要求或接受贿赂,回扣或其他不正当的款项或利益

  • This prohibition applies to all forms of bribery including commercial bribery as well as bribery of government officials.

  • 此禁令适用于所有形式的贿赂行为,包括商业贿赂以及贿赂政府官员

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.

美国等国的反腐法律对反腐败的范围非常广泛,给政府官员提供的许多礼品或娱乐活动可能被视为不当。因此,如果符合本政策中描述的不正当目的,您不得向任何政府官员提供任何有价值的东西。此禁令适用于无论款 项或利益为直接向政府官员提供或通过第三方间接提供。

Examples of prohibited conduct include:


  • payments made directly to a government official for an improper purpose;

  • 直接向政府官员支付目的不正当的款项;

  • 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;

  • 向第三方付款或提供礼品,并且您知道或有理由知道至少一部分款项或礼品可能由第三方向政府官员以不当目的提供;

  • acts “in furtherance of” an improper payment, such as arranging for funds to be available for the improper payment; and

  • 促进“不当付款”行为,例如安排资金用于不当付款;以及

  • payments to retain assets, such as an “under the table” payment to a tax official to settle a tax claim.

  • 以保留资产目的支付的款项,如“ 私底下”向税务官员付款以解决税务申报问题。

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.

避免出现不正当现象很重要。 如果你对付款是否正当或违反本政策有任何疑问,请咨询本公司的总法律顾问,首席合规官或其指派人员(统称“合规官”)后再付款或提供利益。


II. 重要概念

“Government official” includes:


  • any official or employee of a government, including any political party, administrative agency, or government-owned business;

  • 政府的任何官员或员工,包括任何政党,行政机构或政府所有的商业机构;

  • any person acting in an official capacity on behalf of a government entity;

  • 代表政府以官方身份行事的任何人;

  • employees or agents of a business which is owned or controlled by a government;

  • 由政府所有的商业机构的员工或代理机构;

  • any person or firm employed by or acting for or on behalf of any government;

  • 受雇于任何政府或代理或代表任何政府的任何个人或公司

  • any political party official, employee or agent of a political party, or candidate for political office (or political party position); and

  • 任何政党官员,政党代理机构,政治职位候选人(或政党职位); 以及

  • any family member or other representative of any of the above.

  • 以上所有提及的人、机构、职位或公司的家庭成员或其代表。

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;

  • 影响政府官员对付款人利益的决定,例如奖励或续订合同;

  • 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;

  • 影响政府官员决定不对付款人利益执行官方职能,例如没有施加罚则;

  • 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

  • 引导政府官员利用其影响力来影响该政府中的其他人对付款人利益的决定; 或

  • 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.

  • 诱使政府官员利用其影响力来干扰或影响任何行为或决定,以向付款人提供不正当的优势。

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. 礼品,娱乐,旅游和促销支出

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. 

在提供与政府官员有关的礼品,娱乐,旅游和促销支出方面的行为适用严格的法律限制。 您必须确保您充分了解所有这些限制和相关的政策和程序。

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;

  • 禁止任何旨在诱使政府官员滥用职权或获得不正当利益的礼品,娱乐或促销费用,无论其价值如何;

  • Expenses must be reasonable, have a valid business purpose, and be customary and appropriate under US and local law;

  • 费用必须合理且具有有效的商业目的,并且不违反美国和当地的法律;

  • Expenses associated with travel of a government official require the prior written approval of the Compliance Officer;

  • 与政府官员旅行相关的费用需要事先获得合规官的书面许可;

  • 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

  • 礼品必须为合法且符合惯例地公开给予,并且具有纪念价值(例如带有国双商业名称和/或标志的衬衫或手提袋); 和

  • 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;

  • 任何价值50美元的礼品,或人均高于100美元价格或总计1,000美元的餐饮或娱乐活动,都需要事先获得合规官的书面授权;

  • 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.

  • 费用和礼品必须充分准确地反映在公司的账簿和记录中,并有有效的收据和文件证明,该收据和文件需反映礼品或支出的目的,数量和接收方,以及该接收方是否为公共部门或政府官员及员工。

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. 代理,顾问和其他第三方

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;

  • 您是否确定了候选第三方的所有者和其他业务关系,以确定外国政府官员是否可能从潜在关系中获得经济利益;

  • Have you checked the candidate’s qualifications to do the work for which the candidate is being engaged;

  • 您是否检查了候选第三方正在从事的工作的资格;

  • Have you checked the candidate’s legal qualifications to conduct business in the country in which the work is to be performed;

  • 您是否检查了候选人在其进行工作的国家开展业务的法定资格;

  • Have you reviewed the candidate’s audited financial statement (if available) or other financial information;

  • 您是否检查了候选人的经审计的财务报表(如果有)或其他财务信息;

  • Have you obtained references from other reputable companies for whom the candidate has already provided services;

  • 您是否已获得候选人已提供服务的其他知名公司的评价;

  • Have you obtained references from local institutions, banks, accounting firms or embassy/consulate; and

  • 您是否曾获得当地机构,银行,会计师事务所或大使馆/领事馆的评价; 和

  • 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?

  • 您是否确认了所要求的报酬是否符合现行的市场利率,或者为了不被视为贿赂而进行的服务是否合理?

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.  

在切实可行的情况下,公司应与第三方代理人或实体记录商业关系,并应在合同中规定第三方遵守“反海外腐败法”和类似的反腐法。 此类合规性认证应定期更新。

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. 红旗

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:

在进行尽职调查和任何后续关系时,您必须监控任何“红旗”。“红旗”是一个事实或情况,需要额外考虑和特别小心。 红旗可能会出现多种形式,可能包括:

  • payments in a country with a history or reputation for corruption;

  • 在一个有腐败历史或声誉的国家的付款行为;

  • refusal to provide a certification of compliance with the FCPA;

  • 拒绝提供符合“反海外腐败法”的合规认证;

  • unusual payment patterns or requests, including payments to third parties, in cash, and payments made to bank accounts outside the country;

  • 不寻常的付款模式或要求,包括向第三方支付现金,以及向国外银行账户支付的款项;

  • representations or boasting about influence or connections;

  • 描述或夸大影响力或联系;

  • use of a shell or holding company that obscures ownership without credible explanation;

  • 使用外壳或控股公司瞒过所有权并且无可靠的解释;

  • accusations of improper business practices (credible rumors or media reports, etc.);

  • 指控不正当的商业行为(可信的谣传或媒体报道等);

  • family or business relationship with the government or a government official;

  • 与政府或政府官员有家庭关系或商业关系;

  • 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;

  • “前台”付款要求或需要特定金额“取得业务”,“作出必要安排”或类似表述的声明;

  • unusually high commissions, agents’ fees, or payments for goods or services;

  • 异常高额的佣金,代理费用,或商品、服务的付款;

  • apparent lack of qualifications or resources;

  • 明显缺乏资格或资源条件;

  • whether the representative or joint venture partner has been recommended by an official of the potential government customer;

  • 代表或合资伙伴是否由潜在政府客户的官员推荐;

  • requests to be able to make agreements without the Company’s approval; and

  • 未经本公司批准而达成协议的要求; 和

  • requests that agreements or communications be kept secret.

  • 协议或沟通保密的要求。

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. 账簿和记录

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. 举报违反本政策的违规行为

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.

首先,遵守这一政策是每个国双员工的个人责任。 所有员工必须亲自或以书面形式向审计委员会主席举报任何已知或涉嫌违反本政策的行为。此外,所有员工可以向合规官或审计委员会主席就与本政策相关的问题或疑虑进行咨询。任何问题或违规情况举报都会及时处理,并且可以匿名举报。

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. 资格和执行

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. 本政策的管理;修订

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. 




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.

  • 我没有直接或间接地向任何政府官员支付,提供,承诺支付(或授权任何款项或利益的支付)金钱或者任何有价值的东西,以不正当地影响政府官员,获得或维持业务,帮他人获得业务,诱使政府官员利用其影响力干扰或影响任何行为或决定,或获得任何不正当优势。

  • 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.

  • 我不知晓,也无证据推断,任何代表国双的员工,代理机构,个人或实体已经直接或间接向任何政府官员支付,提供,承诺支付(或授权任何款项或利益的支付)金钱或者任何有价值的东西,以不正当地影响政府官员,获得或维持业务,帮他人获得业务,诱使政府官员利用其影响力干扰或影响任何行为或决定,或获得任何不正当优势。

  • 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.

  • 我不会直接或间接地向任何政府官员支付,提供,承诺支付(或授权任何款项或利益的支付)金钱或者任何有价值的东西,以不正当地影响政府官员,获得或维持业务,帮他人获得业务,诱使政府官员利用其影响力干扰或影响任何行为或决定,或获得任何不正当优势。

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,任何代表国双的员工,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: