Page 82 - One Report Thai Final_ENG_2021

Tycoons Worldwide Group (Thailand) Plc.

9.2.2 Measures/Procedures of approving connected transactions

The Board of Directors had approved the principle of related party
transactions in accordance with the laws and regulations. For normal trading transaction
such as inter-company sales and purchases, the Board of Directors will review the general
company policies and the specific agreement to determine whether the transaction is
proposed to be conducted on a fair basis. If approved, the transaction is permitted to
proceed on such terms. The audit committee must attend the Board of Directors meeting
and approve the proposed arrangement in order to protect the best interest of the
company. For such other significant transactions such as the sales/acquisitions of assets
and loans between related companies, details of such transaction must be forwarded to
the meeting of board of directors of the company for approval, which meeting must also
be attended by the audit committee. Such transactions must also be in compliance with
laws on securities and the regulations, announcements, orders and notifications of the
SET and SEC.

9.2.3 Policy or trend of related party transactions

Should there be future related party transaction between the Company and its
parent company or subsidiaries apart from those normal trades that might involve parties
with conflicts of interest, the company will seek the opinion of the audit committee
regarding the necessity of and accountability for such proposed transaction. In the event
that the audit committee does not have the requisite expertise to evaluate the transaction,
the company will seek the opinions of independent experts or its auditors. The board of
directors will take into consideration such opinions. The company will also include any
such transactions in the notes to its financial statements, which are audited by the
Company’s auditors.

In making future connected transactions, the company’s directors will also
comply with the laws on securities and the regulations, announcements, orders and
notifications of the SET and SEC, as well as the regulations regarding disclosure of
connected transactions and acquisitions and dispositions of significant assets of a listed
company.

9.2.4 Reasons that persons who may have conflicts of interest hold shares in
subsidiaries, associated company exceeds 10% instead of directly holding the Company's
shares.

The purchasing of beyond proportion shares from increasing of registered capital,
has resulted KDB Co., Ltd., as the joint company. Moreover, the shareholding structure
of KDB Co., Ltd., has fallen for a conflict-of-interest characteristic because the Directors
of the company holds more than 10 percent of shares. In addition, the company has
preventive measurement from the conflict of interest, in order to protect the best interest
of the company and investor as well as to prevent the transferring of assets and profit
between both companies, as follows,

72