Page 83 - One Report Thai Final_ENG_2021

Tycoons Worldwide Group (Thailand) Plc.

Executive Directors and employees of the company have to comply with the
following rules and considerations.

1. Immediately disclose and submit interest information of their own and
interested person to the Board of Director of the company in order to present relationship
and transaction with the company and KDB Co., Ltd., which may create conflict of
interest, before the transaction has taken place. Secretary of the company has an
obligation to inspect interested transaction regularly at the end of each year. The
inspection will be run by the Executive Directors, employees and interested person and
further presents inspected information to the Board of Director for review. Likewise, the
company shall arrange the Inspection Board of Directors or Auditor or independent
Expertise; when appropriate to inspect and give an opinion of the appropriateness of price
and reasonability of transaction. The transaction between them will be mentioned in the
comment attached to Balance Sheet, that reviewed or audited by the auditor of the
company, Annual Report Form (From 56-1 One Report).

2. Avoid any conflict of related party transaction between the company and KDB
Co., Ltd., that may create conflict to the interest of the company or falls for a personal
profit acquiring transaction. The necessary related party transaction shall be done by
strictly complying with the regulations for related party transaction, according to the
Securities and Exchange Commission Thailand.

3. Directors of the Company must not join any opinion hearing, meeting, voting,
or approving in any matter; which that Director is an interested person or has direct or
indirect conflict of interest.
When the result of voting regarding conflict of interest is equal, the company shall
arrange decision making measurement. The decision shall be made through voting by the
uninterested Directors.

4. The company issues corporate governance policy of the company, in order to
comply with regulations of the organization, the Executive Directors and employees, as
well as related party, shall not use internal information of the company or KDB Co., Ltd.,
for financial profit; except only the normal profit with the exception, that the information
has already become publicly known. Moreover, the Executive Directors and employees,
as well as related party shall not use assets or business opportunity of the company or
KDB Co., Ltd., in the way; that violates regulations of the Securities and Exchange
Commission Thailand and the Stock Exchange of Thailand.

5. Any other related party transaction; which is not a normal transaction shall be
done in accordance to regulations of related party transaction under the Laws of
Securities.

6. For normal transaction, under the trade agreement with general trade condition,
in the way; that ordinary person may have concluded with their contractual party in the
similar situation and trade bargaining power without influence as the Executive Director
of the company or related party as principally approved by the Board of Directors. There
should be a report regarding the mentioned transaction; when the transaction has been

73