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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.

1. KDB Co., Ltd.
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,

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