Page 92 - TYCONS - ANNUAL REPORT 2022

Tycoons Worldwide Group (Thailand) Plc.

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 taken place, for notification and inspection as well as opinion of
the Board of Directors of the Company every quarter.

7. Corporate governance and responsibility, the company and KDB Co., Ltd.,
shall arrange appropriate and effective as well as compact internal control system, risk
management system, anti-corruption and dishonest system to ensure; that the company
and KDB Co., Ltd., have operated business in compliance with policies, rule of the
company, laws, and good corporate governance guideline of the listed company as well
as relating regulations issued by

Thai Capital Market Supervisory Board, the Securities and Exchange
Commission Thailand and the Stock Exchange of Thailand.
8. The Board of Directors of the company shall supervise the related party
transaction between the company and KDB Co., Ltd., in accordance to Laws of

Securities and other laws. The Board of Directors shall disclose information in
accordance to regulations of the Stock Exchange of Thailand and also regulations of
other relating sectors. The Company will place measurement for strictly compliance by
KDB Co., Ltd.

9. The clear working system shall be completely arranged by December 2021, to
show the constant, and trustworthy adequate system of KDB Co., Ltd., in disclosure of
substantial transaction information in accordance with the regulations as well as having
a channel for Directors of the Company and executive officer of the company to retrieve
information of KDB Co., Ltd. Therefore, they are able to efficiently follow up and
monitor the operation and financial status of related party transaction between KDB Co.,
Ltd., and Directors of the company, and executive officer, as well as substantial
transaction of KDB Co., Ltd. Furthermore, there should be an inspection mechanism of
the mentioned system in KDB Co., Ltd., independent Directors, Inspection Directors,
and internal Auditor of the company are able to access into the information directly.
There should also be an inspection report of the mentioned mechanism to Directors of
the company, Inspection Directors, and executive officers of the company to ensure; that
KDB Co., has constantly complied with arranged working system.

10. There should be a representative Director of the company and expert
Directors in real estate field, to work in KDB Co., Ltd., for decision making process on
business of the company. The expert Directors in real estate business has a sole
discretion, when there is a conflict of opinion among Directors.

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