Page 37 - Annual report eng 2019

Tycoons Worldwide Group (Thailand) Plc.

5) The making, amending or terminating of contracts with respect to the granting of a lease
of the whole or important parts of the business of the company, the assignment of the
management of the business of the company to any other persons or the amalgamation of
the business with other persons with the purpose of profit and loss sharing;

6) The amending of the articles of association and memorandum of association;
7) The increase and reduction in company capital;

8) The merger or termination of the company; and
9) Any other relevant issue stipulated by law.

The Audit Committee

The audit committee of the company has the scope of duties and responsibilities to the Board of
Director on the following matters:

1. To review the Company's financial process to ensure that it is accurate and adequate
2. To review the Company's internal control system and internal audit system to ensure that they are
suitable and efficient, to determine an internal audit unit's independence, as well as to approve the
appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge
of an internal audit
3. To review the Company's compliance with the law on securities and exchange, the Exchange's
regulations, and the laws relating to the Company's business
4. To consider, select and nominate an independent person to be the Company's auditor, and to propose
such person's remuneration, as well as to attend a non-management meeting with an auditor at least
once a year
5. To review the Connected Transactions, or the transactions that may lead to conflicts of interests, to
ensure that they are in compliance with the laws and the Exchange's regulations, and are reasonable
and for the highest benefit of the Company
6. To prepare, and to disclose in the Company's annual report, an audit committee's report which must
be signed by the audit committee's chairman and consist of at least the following information
(1) an opinion on the accuracy, completeness and creditability of the Company's financial
report,
(2) an opinion on the adequacy of the Company's internal control system,

(3) an opinion on the compliance with the law on securities and exchange, the Exchange's
regulations, or the laws relating to the Company's business,
(4) an opinion on the suitability of an auditor,

(5) an opinion on the transactions that may lead to conflicts of interests,
(6) the number of the audit committee meetings, and the attendance of such meetings by
each committee member,
(7) an opinion or overview comment received by the audit committee from its performance
of duties in accordance with the charter, and

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