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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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