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




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