the laws against commercial bribery in the United States are mainly reflected in the separate legislation of each state. At the federal level, it is mainly regulated by the Foreign Corrupt Practices Act (FCPA). This law was enacted by the United States in 1977 in response to the increasingly rampant bribery of foreign officials by American companies, aiming at curbing bribery and creating a level playing field.

3.11.2 Main points of laws and regulations against commercial bribery or official corruption Applicable subjects This law applies to the following three legal subjects: (1) issuer and its managers, directors, employees, agents or shareholders. Here, a securities issuer refers to a company whose securities are registered in the United States and traded on the national stock exchange in the United States according to the Securities Exchange Act of the United States. (2) domestic concern and its managers, directors, employees, agents or shareholders. Here, domestic related parties refer to individuals or companies, partners, groups, joint-stock companies, commercial trusts, unincorporated organizations, sole proprietorship enterprises, etc. as American citizens, and their main business locations are located in the United States, or they are established according to the laws of a state or territory in the United States. (3) Foreign individuals or entities other than the first two who bribe foreign officials through agents or in person in the United States. The subject of bribery includes any official and staff of a foreign government or any of its departments, institutions and international organizations, as well as those who work for the foreign government or any of its departments, institutions and international organizations within the scope of their duties. The definition of government agencies in this law is very broad, including entities controlled by the state, such as state-owned enterprises. At the same time, it also includes officials of foreign political parties and candidates in elections, as well as third parties or intermediaries. Prohibited Acts This Law prohibits the above three legal subjects from offering, paying, promising to pay or authorizing to pay any money, valuable items and benefits to foreign officials. Anything of value includes cash, gifts, travel, catering and entertainment, discounts, job opportunities and other valuable property. To judge whether an act violates the US Foreign Corrupt Practices Act, there are mainly the following reference standards: (1) corruptly. The nature of bribery refers to the intention to induce the recipient to abuse his public power by offering, paying, promising or giving gifts. The law does not require the actual occurrence of bribery, nor does it require the realization of the purpose of bribery. Even if the briber is not determined, as long as there is bribery intention, it can be judged illegal. (2) Subjectively, there is corrupt intention and "willfully". (3) It has a business purpose. This is an important criterion for judging whether the law is applicable. Business with commercial purposes includes not only obtaining or maintaining contracts, but also business advantages, such as obtaining preferential tax treatment by bribery, using government actions to exclude competitors when entering the market, and avoiding licensing qualification requirements. The defendant can raise two defenses: first, the payment is legal according to the written law of the country; Second, the payment is reasonable and justified, which is directly related to the promotion and display of products or services, or is part of the execution or implementation of the contract. The burden of proof of the above defense is borne by the defendant. Generally speaking, when a company's directors, managers, employees or agents act within the scope of their duties and violate the US Foreign Corrupt Practices Act for the benefit of the company, the company should bear legal responsibility as the defendant. If the parent company participates in illegal activities, or the parent company is fully aware of or participates in the violations of subsidiaries, the parent company shall bear the responsibility. In the event of a merger, the illegal behavior of the acquired party shall be borne by the acquiring party. In the process of due diligence, the acquirer finds that the acquired company has violated the law, voluntarily discloses the relevant information in time, and actively cooperates with the American Stock Exchange and the Ministry of Justice to carry out investigation, make corrections and implement remedies. Then the SEC and the Ministry of Justice will generally only pursue the responsibility of the acquired company, but will not pursue the responsibility of the acquired company. If the acquirer continues to violate the law after the merger is completed, the acquirer shall bear legal responsibility. Legal liability The legal liability of the US Foreign Corrupt Practices Act is divided into two types: civil liability and criminal liability. In terms of civil liability, companies, organizations and individuals who violate the law can be fined up to 11,111 US dollars. In the case of personal responsibility, the company and the employer shall not pay for it; In terms of criminal responsibility, companies and organizations can be fined up to $2 million, and individuals can be fined up to $1 million or imprisoned for less than five years. The law enforcement agency, the Securities and Exchange Commission (SEC), has the civil enforcement power against securities issuers and their managers, directors, employees, agents and shareholders who violate the anti-bribery clause. The Ministry of Justice has the civil and criminal enforcement power against bribery against domestic entities, foreign companies and individuals. The two departments have the right to decide whether to initiate an anti-bribery investigation, what kind of punishment to impose, whether to file a lawsuit, whether to enter the transaction procedure, etc.

3.11.3 There is no restriction on foreign companies' participation in American political parties and politics. Only American citizens or immigrants with green cards can make political contributions at the federal level. Branches of foreign companies in the United States are not allowed to make political contributions directly, and political action committees (PACs) can be formed. However, such political action committees can only accept donations from American employees of branches of foreign companies in the United States and cannot accept funds from foreign parent companies.