Business Ethics





CEBIS International and its subsidiaries (“CEBIS”) are committed to maintaining the highest  standards of business conduct and ethics. This Code of Business Conduct and Ethics (the “Code”)  reflects the business practices and principles of behavior that support this commitment. CEBIS  expects every employee, officer, and director to read and understand this Code and its application to  the performance of his or her business responsibilities. This Code applies to all employees,  directors, officers and consultants of CEBIS worldwide.  

Officers, managers, and other supervisors are expected to develop in employees a sense of  commitment to the spirit, as well as the letter, of this Code. Supervisors are also expected to ensure  that all agents and contractors conform to Code standards when working for or on behalf of CEBIS.  The compliance environment within each supervisor’s assigned area of responsibility will be a  factor in evaluating the quality of that individual’s performance. In addition, any employee who  makes an exemplary effort to implement and uphold CEBIS’s legal and ethical standards will be  recognized for that effort in his or her performance review. This Code supersedes all other codes of  conduct, policies, procedures, instructions, practices, rules or written or verbal representations to the  extent that they are inconsistent with this Code. However, nothing in this Code otherwise alters the  at-will employment policy of CEBIS. CEBIS is committed to continuously reviewing and updating  its policies and procedures. This Code, therefore, is subject to modification.  

This Code cannot possibly describe every practice or principle related to honest and ethical conduct.  The Code addresses conduct that is particularly important to proper dealings with the people and  entities with whom CEBIS interacts, but reflects only a part of CEBIS’s commitment. From time to  time CEBIS may adopt additional policies and procedures with which CEBIS’s employees, officers  and directors are expected to comply, if applicable to them. However, it is the responsibility of each  employee to apply common sense, together with his or her own highest personal ethical standards,  in making business decisions where there is no stated guideline in the Code.  

Action by members of your family, significant others or other persons who live in your household  (referred to in the Code as “family members”) also may potentially result in ethical issues to the  extent that they involve CEBIS’s business. For example, acceptance of inappropriate gifts by a  family member from one of CEBIS’s suppliers could create a conflict of interest and result in a  Code violation attributable to you. Consequently, in complying with the Code, you should consider  not only your own conduct, but also that of your family members, significant others and other  persons who live in your household.  


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Violations of the Code will not be tolerated. Any employee who violates the standards in the Code  may be subject to disciplinary action, which, depending on the nature of the violation and the  history of the employee, may range from a warning or reprimand to and including termination of  employment and, in appropriate cases, civil legal action or referral for regulatory or criminal  prosecution. 

1. Honest and Ethical Conduct 

It is the policy of CEBIS to promote high standards of integrity by conducting CEBIS’s affairs in an  honest and ethical manner. The integrity and reputation of CEBIS depends on the honesty, fairness  and integrity brought to the job by each person associated with CEBIS. Unyielding personal  integrity is the foundation of corporate integrity. 

2. Conflicts of Interest – Disclosure 

CEBIS respects the rights of its employees to manage their personal affairs and investments and  does not wish to impinge on their personal lives. At the same time, employees should avoid  conflicts of interest that occur when their personal interests may interfere in anyway with the  performance of their duties or the best interests of CEBIS.  

A conflicting personal interest could result from an expectation of personal gain now or in the  future or from a need to satisfy a prior or concurrent personal obligation. CEBIS expects employees  to be free from influences that conflict with the best interests of CEBIS or might deprive CEBIS of  their undivided loyalty in business dealings. Even the appearance of a conflict of interest where  none actually exists can be damaging and should be avoided. Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest are prohibited unless specifically authorized  as described below. 

If you have any questions about a potential conflict or if you become aware of an actual or potential  conflict and you are not an officer or director of CEBIS, you should discuss the matter with your  supervisor or the Compliance Officer. Supervisors may not authorize conflict of interest matters  without first seeking the approval of the Compliance Officer and providing the Compliance Officer  with a written description of the activity. If the supervisor is involved in the potential or actual  conflict, you should discuss the matter directly with the Compliance Officer. 

Officers and directors may seek authorization from the CEBIS Administrator. Factors that may be  considered in evaluating a potential conflict of interest are, among others: 

• whether it may interfere with the employee’s job performance, responsibilities or morale; • whether the employee has access to confidential information; 

• whether it may interfere with the job performance, responsibilities or morale of others  within the organization; 

• any potential adverse or beneficial impact on CEBIS’s business; 

• any potential adverse or beneficial impact on CEBIS’s relationships with its customers or  suppliers or other service providers; 

• whether it would enhance or support a competitor’s position;

• the extent to which it would result in financial or other benefit (direct or indirect) to the  employee; 

• the extent to which it would result in financial or other benefit (direct or indirect) to one of  CEBIS’s customers, suppliers or other service providers; and 

• the extent to which it would appear improper to an outside observer. 

Although no list can include every possible situation in which a conflict of interest could arise, the  following are examples of situations that may, depending on the facts and circumstances, involve  conflicts of interests: 

a) Employment by (including consulting for) or service on the board of directors of a competitor, customer or supplier or other service provider. Activity that enhances or supports the position of a competitor to the detriment of CEBIS is prohibited, including  employment by or service on the board of a competitor. Employment by or service on the  board of directors of a customer or supplier or other service provider is generally  discouraged, and you must seek authorization in advance if you plan to take such a position. 

b) Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with CEBIS. In addition to the factors described  above, persons evaluating ownership in other entities for conflicts of interest will consider:  the size and nature of the investment; the nature of the relationship between the other entity  and CEBIS; the employee’s access to confidential information; and the employee’s ability to  influence CEBIS’s decisions. If you would like to acquire a financial interest of that kind,  you must seek approval in advance. 

c) Soliciting or accepting gifts, favors, loans or preferential treatment from any person or  entity that does business or seeks to do business with CEBIS. For further discussion of the  issues involved in this type of conflict, see below a distinct Section. 

d) Soliciting contributions to any charity or for any political candidate from any person or  entity that does business or seeks to do business with CEBIS. 

e) Taking personal advantage of corporate opportunities. For further discussion of the issues  involved in this type of conflict, see below a special Section. 

f) Moonlighting without permission. 

g) Conducting CEBIS’s business transactions with your family member or a business in which  you have a significant financial interest. Material related-party transactions approved by  CEBIS and involving any executive officer or director will be publicly disclosed as required  by applicable laws and regulations. 

h) Exercising supervisory or other authority on behalf of CEBIS over a co-worker who is also  a family member. The employee’s supervisor and/or the Compliance Officer will consult  with the human resources department to assess the advisability of reassignment. Loans to, or  guarantees of obligations of, employees or their family members by CEBIS could constitute  an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances. Some loans are expressly prohibited by law, and applicable law  requires that CEBIS’s Board of Directors approve all loans and guarantees to employees. As  a result, all loans and guarantees by CEBIS must be approved in advance by the Board of  Directors. 

3. Protection and Proper Use of Company Assets 

All employees are expected to protect CEBIS’s assets and ensure their efficient use. Theft,  carelessness and waste have a direct impact on CEBIS’s financial condition and results of  operations. CEBIS’s property, such as office supplies, computer equipment, is expected to be used  only for legitimate business purposes, although incidental personal use may be permitted. You may  not, however, use CEBIS’s company name, any brand name or trademark owned or associated with  CEBIS or any letterhead stationery for any personal purpose. 

You may not, while acting on behalf of CEBIS or while using its computing or communications  equipment or facilities, either: 

• access the internal computer system (also known as “hacking”) or other resource of another  entity without express written authorization from the entity responsible for operating that  resource; or 

• commit any unlawful or illegal act, including harassment, libel, fraud, sending of unsolicited  bulk email (also known as “spam”) in violation of applicable law, trafficking in contraband  of any kind, or espionage. 

If you receive authorization to access another entity’s internal computer system or other resource,  you must make a permanent record of that authorization so that it may be retrieved for future  reference, and you may not exceed the scope of that authorization. 

All data residing on or transmitted through CEBIS’s computing and communications facilities,  including email and word processing documents, is the property of CEBIS and subject to  inspection, retention and review by CEBIS, with or without an employee’s or third party’s 

knowledge, consent or approval, in accordance with applicable law. Any misuse or suspected misuse of CEBIS’s assets must be immediately reported to your supervisor or the Compliance Officer. 

4. Confidentiality 

One of CEBIS’s most important assets is its confidential information. As an employee of CEBIS,  you may learn of information about CEBIS that is confidential and proprietary. You also may learn  of information before that information is released to the general public. 

Employees who have received or have access to confidential information should take care to keep  this information confidential. Confidential information includes non-public information that might  be of use to competitors or harmful to CEBIS or its customers if disclosed, such as business,  marketing and service plans, financial information, product architecture, scientific data, engineering  and manufacturing ideas, designs, databases, customer lists, pricing strategies, personnel data,  personally identifiable information pertaining to CEBIS’s employees, customers or other  individuals (including, for example, names, addresses, telephone numbers and social security  numbers), and similar types of information provided to CEBIS by its customers, suppliers and  partners. This information may be protected by patent, trademark, copyright and trade secret laws.

In addition, because CEBIS interacts with other companies and organizations, there may be times  when you learn confidential information about other companies before that information has been  made available to the public. You must treat this information in the same manner as you are  required to treat CEBIS’s confidential and proprietary information. There may even be times when  you must treat as confidential the fact that CEBIS has an interest in, or are involved with, another  company. 

You are expected to keep the confidential and proprietary information confidential unless and  until that information is released to the public through approved channels (usually through a press  release, or a formal communication from a member of senior management).  

Every employee has a duty to refrain from disclosing to any person confidential or proprietary  information about CEBIS or any other company learned in the course of employment with CEBIS,  until that information is disclosed to the public through approved channels.  

CEBIS policy requires you to refrain from discussing confidential or proprietary information  with outsiders and even with other CEBIS employees, unless those fellow employees have a  legitimate need to know the information in order to perform their job duties. Unauthorized use or  distribution of this information could also be illegal and result in civil liability and/or criminal  penalties. 

You should also take care not to inadvertently disclose confidential information. Materials that  contain confidential information, such as memos, notebooks, computer disks and laptop computers,  should be stored securely. Unauthorized posting or discussion of any information concerning  CEBIS’s business, information or prospects on the Internet is prohibited. You may not discuss  CEBIS’s business, information or prospects in any “chat room,” regardless of whether you use your  own name or a pseudonym. Be cautious when discussing sensitive information in public places like  elevators, airports, restaurants and “quasipublic” areas within CEBIS, such as the reception area.  All CEBIS emails, voicemails and other communications are presumed confidential and should not  be forwarded or otherwise disseminated outside of CEBIS, except where required for legitimate  business purposes. 

In addition to the above responsibilities, if you are handling information protected by any privacy  policy published by CEBIS, then you must handle that information in accordance with the  applicable policy. 

5. Legal Compliance 

Obeying the law, both in letter and in spirit, is the foundation of this Code. CEBIS’s success  depends upon each employee’s operating within legal guidelines and cooperating with local,  national and international authorities. CEBIS expects employees to understand the legal and  regulatory requirements applicable to their business units and areas of responsibility. 

CEBIS holds periodic training sessions to ensure that all employees comply with the relevant laws,  rules and regulations associated with their employment. While CEBIS does not expect you to  memorize every detail of these laws, rules and regulations, CEBIS wants you to be able to  determine when to seek advice from others. If you do have a question in the area of legal 

compliance, it is important that you not hesitate to seek answers from your supervisor or the Compliance Officer.

Disregard of the law will not be tolerated. Violation of domestic or foreign laws, rules and  regulations may subject an individual, as well as CEBIS, to civil and/or criminal penalties. You  should be aware that conduct and records, including emails, are subject to internal and external  audits, and to discovery by third parties in the event of a government investigation or civil  litigation. It is in everyone’s best interests to know and comply with CEBIS’s legal and 

ethical obligations. 

6. International Business Laws 

Our employees and third parties we do business with are expected to comply with the applicable  laws in all countries to which they travel, in which they operate, and where CEBIS otherwise does  business, including laws prohibiting bribery, corruption or the conduct of business with specified  individuals, companies, or countries. The fact that in some countries certain laws are not enforced  or that violation of those laws is not subject to public criticism will not be accepted as an excuse for  noncompliance. If you have a question as to whether an activity is restricted or prohibited, seek  assistance before taking any action, including giving any verbal assurances that might be regulated  by international laws. 

7. Antitrust 

Antitrust laws are designed to protect the competitive process. These laws are based on the premise  that the public interest is best served by vigorous competition and will suffer from illegal  agreements or collusion among competitors. Antitrust laws generally prohibit: 

• agreements, formal or informal, with competitors that harm competition or customers,  including price fixing and allocations of customers, territories or contracts; 

• agreements, formal or informal, that establish or fix the price at which a customer may resell  a product; and 

• the acquisition or maintenance of a monopoly or attempted monopoly through  anticompetitive conduct. 

Certain kinds of information, such as pricing, production and inventory, should not be exchanged  with competitors, regardless of how innocent or casual the exchange may be and regardless of the  setting, whether business or social. 

Antitrust laws impose severe penalties for certain types of violations, including criminal penalties  and potential fines and damages of millions of dollars, under certain circumstances. Understanding  the requirements of antitrust and unfair competition laws of the various jurisdictions where CEBIS  does business can be difficult, and you are urged to seek assistance from your supervisor or the  Compliance Officer whenever you have a question relating to these laws. 

8. Treatment with Fairness and Respect

You are critical to the success of CEBIS, and CEBBIS’s policy is to treat you with fairness and  respect. CEBIS is an equal opportunity employer. CEBIS does do not tolerate discrimination  against applicants or employees based on race, religion, gender, age, marital status, national origin,  sexual orientation, citizenship status or other protected characteristics or disability. CEBIS prohibits  discrimination in decisions concerning recruitment, hiring, compensation, benefits, training,  termination, promotions, or any other condition of employment or career development. CEBIS is  committed to providing a work environment that is free from discrimination and/or harassment.  CEBIS will not tolerate the use of discriminatory slurs; unwelcome, unsolicited sexual advances or  harassment; or any other remarks, jokes or conduct that create or foster an offensive or hostile work  environment. Each person, at every level of the organization, must act with respect toward  customers, co-workers and outside firms. 

9. Company Opportunities 

You may not take personal advantage of opportunities for CEBIS that are presented to you or  discovered by you as a result of your position with CEBIS or through your use of corporate  property or information, unless authorized by your supervisor, the Compliance Officer. Even opportunities that are acquired privately by you may be questionable if they are related to CEBIS’s  existing or proposed lines of business. Participation in an investment or outside business  opportunity that is directly related to CEBIS’s lines of business must be pre-approved by the Board  of Directors. You may not use your position with CEBIS or corporate property or information for  improper personal gain, nor should you compete with CEBIS in any way. 

10. Maintenance of Company Books, Records, Documents and Accounts; Financial Integrity 

The integrity of CEBIS’s records and public disclosure depends upon the validity, accuracy and  completeness of the information supporting the entries to CEBIS’s books of account. Therefore,  CEBIS’s corporate and business records should be completed accurately and honestly. The making  of false or misleading entries, whether they relate to financial results or test results, is strictly  prohibited. CEBIS’s records serve as a basis for managing its business and are important in meeting  its obligations to customers, suppliers, creditors, employees and others with whom CEBIS does  business. As a result, it is important that CEBIS’s books, records and accounts accurately and fairly  reflect, in reasonable detail, CEBIS’s assets, liabilities, revenues, costs and expenses, as well as all  transactions and changes in assets and liabilities. CEBIS requires that: 

• no entry be made or omitted in CEBIS’s books and records that intentionally hides or  disguises the nature of any transaction or of any of CEBIS’s liabilities, or misclassifies any  transactions as to accounts or accounting periods; 

• transactions be supported by appropriate documentation; 

• the terms of sales and other commercial transactions be reflected accurately in the documentation for those transactions and all such documentation be reflected accurately in  CEBIS’s books and records; 

• employees comply with CEBIS’s system of internal controls; and 

• no cash or other assets be maintained for any purpose in any unrecorded or “off-thebooks” fund. 

CEBIS’s accounting records are also relied upon to produce reports for its management, stockholders and creditors, as well as governmental agencies. In addition:

• no employee may take or authorize any action that would cause CEBIS’s financial records  or financial disclosure to fail to comply with generally accepted accounting principles, or  other applicable laws, rules and regulations; 

• all employees must cooperate fully with CEBIS’s accounting department, respond to their  questions with candor and provide them with complete and accurate information to help  ensure that CEBIS’s books and records; and 

• no employee should knowingly make (or cause or encourage any other person to make) any  false or misleading statement in any of CEBIS’s reports or knowingly omit (or cause or  encourage any other person to omit) any information necessary to make the disclosure in  any of CEBIS’s reports accurate in all material respects. 

Any employee who becomes aware of any departure from these standards has a responsibility to  report his or her knowledge promptly to a supervisor, or the Compliance Officer. 

11. Fair Dealing 

CEBIS strives to outperform its competition fairly and honestly. Advantages over CEBIS’s  competitors are to be obtained through superior performance of CEBIS’s services, not through  unethical or illegal business practices. Acquiring proprietary information from others through  improper means, possessing trade secret information that was improperly obtained, or inducing  improper disclosure of confidential information from past or present employees of other companies  is prohibited, even if motivated by an intention to advance CEBIS’s interests. If information is  obtained by mistake that may constitute a trade secret or other confidential information of another  business, or if you have any questions about the legality of proposed information gathering, you  must consult your supervisor or the Compliance Officer. 

You are expected to deal fairly with CEBIS’s customers, suppliers, employees and anyone else with  whom you have contact in the course of performing your job. It is a violation of law to engage in  deceptive, unfair or unethical practices, and to make misrepresentations in connection with sales  activities. 

12. Gifts and Entertainment 

Business gifts and entertainment are meant to create goodwill and sound working relationships and  not to gain improper advantage with customers or facilitate approvals from government officials.  The exchange, as a normal business courtesy, of meals or entertainment (such as tickets to a game  or the theatre) is a common and acceptable practice as long as it is not extravagant. Unless express  permission is received from a supervisor, or the Compliance Officer, gifts and entertainment cannot  be offered, provided or accepted by any employee unless consistent with customary business  practices and not excessive in value. This principle applies to CEBIS’s transactions everywhere in  the world, even where the practice is widely considered “a way of doing business.” Employees  should not accept gifts or entertainment that may reasonably be deemed to affect their judgment or  actions in the performance of their duties. CEBIS’s customers, suppliers and the public at large  should know that CEBIS’s employees’ judgment is not for sale. 

Giving anything of value to a government official to obtain or retain business or favorable  treatment, is a criminal act subject to prosecution and conviction. Discuss with your supervisor or the Compliance Officer any proposed entertainment or gifts if you are uncertain about their  appropriateness. 

13. Media/Public Discussions 

It is CEBIS’s policy to disclose material information concerning CEBIS to the public only through  specific limited channels to avoid inappropriate publicity and to ensure that all those with an  interest in CEBIS will have equal access to information. All inquiries or calls from the press and  financial analysts should be referred to the Chief Financial Officer. CEBIS has designated its Chief  Executive Officer and Chief Financial Officer as CEBIS’s official spokespersons for financial  matters and for marketing, technical and other related information. 

Unless a specific exception has been made by the Chief Executive Officer or the Chief Financial Officer, these designees are the only people who may communicate with the press on behalf of CEBIS. You also may not provide any information to the media about CEBIS off the record, for  background, confidentially or secretly. 

14. Waivers 

Waivers of the Code may only be granted by CEBIS’s Chief Executive Officer; provided, however,  that any waiver of the Code for executive officers or directors may be granted only by the Board of  Directors. Any such waiver of the Code for executive officers or directors, and the reasons for such  waiver, will be publicly disclosed as required by applicable laws and regulations. 

15. Reporting Procedures 

If you encounter a situation or are considering a course of action and its appropriateness is unclear, discuss the matter promptly with your supervisor, other management personnel, or your human resources representative. Even the appearance of impropriety can be very damaging and should be  avoided. 

If you are aware of a suspected or actual violation of Code standards by others, you have a  responsibility to report it, by providing a specific description of the violation that you believe has  occurred, including any information you have about the persons involved and the time of the violation. Please remember that any employee who reports a potential violation or raises a compliance concern in good faith is doing the right thing. Whatever means you use to ask questions  or report a potential violation, you should do so without fear of retaliation. CEBISwill take prompt  disciplinary action against any employee who retaliates against you, up to and including termination  of employment. 

16. Dissemination and Amendment 

This Code will be distributed to each new employee, officer and director of CEBIS upon commencement of his or her employment or other relationship with CEBIS. The Code is intended  to serve as a framework within which CEBIS may act with respect to the matters contemplated  herein. It is not intended to and shall not create a set of legally binding obligations on CEBIS,  except as otherwise required by law, rule or regulation. CEBIS’s Board of Directors may amend  this Code, or any portion of it, at any time as it determines necessary or appropriate. In the event the  Board of Directors ratifies or approves any action, matter or interpretation that may be deemed to be  inconsistent with the terms of this Code or any prior code of conduct and ethics of CEBIS, this Code and any such prior code of conduct and ethics shall be deemed automatically amended to  comport, in all respects, with such action, matter or interpretation. CEBIS will disclose any  amendments pertaining to executive officers or directors as required by law or securities market  regulations. The most current version of this Code can befound on CEBIS’s website. 

17. Certification 

Upon hire and as requested, all officers and employees are expected to certify, in writing or  electronically, that they have received, read, understood, and will abide by this Code. 

CEBIS CODE OF BUSINESS CONDUCT AND ETHICS CERTIFICATION As applicable to my work responsibilities: 

1. I will deal honestly and ethically with CEBIS and on CEBIS’s behalf in all matters. 2. I will avoid actual or apparent conflicts with CEBIS’s interests. 

3. I will advance CEBIS’s business interests when the opportunity to do so arises. 4. I will comply with CEBIS’s standards, policies and procedures regarding gifts, meals and entertainment. 

5. I will ensure the accuracy and integrity of CEBIS’s books, records and accounts. 6. I will protect the confidential information of customers and others which I receive in the course of conducting CEBIS business. 

7. I will ensure that, in all reports and documents made by CEBIS, the disclosures are full, fair, accurate, timely and understandable. 

8. I will comply with all laws, rules and regulations applicable to my work responsibilities in every country in which CEBIS does business. 

9. I will comply with all CEBIS standards, policies and procedures. 

10. I will protect CEBIS’s assets, and promote their efficient and legitimate business use. 11. I will protect CEBIS’s confidential information. 

12. I will protect the health and safety of CEBIS employees. 

13. I will use CEBIS’s electronic media for legitimate business purposes. 

I certify that I have received, read, understood and will abide by the Code of Business Conduct and Ethics. 


Name: Mihai Manolache  

Date: 1 Oct 2021

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CEBIS Interantional

Romania- Helios Business Center (HBC),
47 Bd. Theodor Pallady,
Bucharest, Romania